UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549





FORM
10-K





þ
            Annual
      Report Under Section 13 or 15(d) of the Securities Exchange Act of
      1934




For the
fiscal year ended December 31, 2009





 ̈
            Transition
      Report Under Section 13 or 15(d) of the Securities Exchange Act of
      1934







Exmovere Holdings,
      Inc.(Exact
      name of small business issuer as specified in its
  charter)





Delaware
            
            000-52713
            
            20-8024018(State
      or Other Jurisdiction

                of
      Incorporation)
            
            (Commission

                File
      Number)
            
            (I.R.S.
      Employer

                Identification
      No.)





1600
Tysons Boulevard


8th
Floor


McLean,
VA 22102


(Address
of Principal Executive Office) (Zip Code)




(703)
245-8513


(Issuer’s
telephone number, including area code)





Clopton
House Corporation


360 Main
Street


Washington,
VA 22747


(Former
name, former address and former fiscal year, if changed since last
report)


———————


Securities
      registered under Section 12(b) of the Exchange Act:
            None.Securities
      registered under Section 12(g) of the Exchange Act:
            Common
      stock, par value $0.001 per share.(Title
      of class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 the Securities Act.


Yes o   No þ





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes o   No þ





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 twelve months (or 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 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 (Section 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 if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.





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
definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      Accelerated Filer   o
            Accelerated
      Filer     oNon-Accelerated
      Filer     o
              (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 o No þ





State
issuer’s revenues for its most recent fiscal year:  $0.





The
aggregate market value of the common stock held by non-affiliates computed by
reference to the price at which the common stock was last sold as of September
9, 2009 was $6,861,571.50.





Number of
the registrant’s Common Stock outstanding as of December 31, 2009:
15,674,816














DOCUMENTS
INCORPORATED BY REFERENCE


None.





CAUTIONARY
NOTICE REGARDING FORWARD LOOKING STATEMENTS





This
Report contains forward-looking statements within the meaning of Section 27A of
the Securities Actof
1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). These forward-looking statements relate
to future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as “may,” “should,”
“expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,”
“potential,” or “continue” or the negative of these terms or other comparable
terminology. These forward-looking statements are only predictions and involve
known and unknown risks, uncertainties and other factors, including the risks
set out below, any of which may cause our actual results, levels of activity,
performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by these
forward-looking statements. These risks include, by way of example and not in
limitation:





·
            risks
      related to the development and refinement of our
  products;


·
            risks
      related to government regulation;


·
            risks
      related to the production and manufacture of our
  products;


·
            risks
      related to doing business in foreign jurisdictions, including general
      political risks;


·
            risks
      related to the potential loss of key employees or members of
      management;


·
            risks
      related to the infringement upon, improper use or misappropriation of our
      products, product designs and methods and processes of doing
      business;


·
            risks
      related to general economic conditions and an overall downturn in the
      economy, including a decrease in demand for our or similar
      products;


·
            risks
      related to the potential claims of competitors or others claiming or
      disputing our right to manufacture, sell or distribute our
      products;









·
            risks
      related to our potential failure to acquire suitable distribution or
      retail opportunities for our
products;


·
            risks
      related to competitors preventing our products from being distributed or
      hampering their distribution;


·
            risks
      associated with potential design and manufacturing flaws or defects in our
      products;


·
            risks
      related to ineffective internal controls over financial reporting;
      and


·
            other
      risks and uncertainties related to our prospects, properties and business
      strategy.





The above
list is not an exhaustive list of the factors that may affect any of our
forward-looking statements. These and other factors should be considered
carefully and readers should not place undue reliance on our forward-looking
statements.





Forward
looking statements are made based on management’s beliefs, estimates and
opinions on the date the forward-looking statements are made, and we undertake
no obligation to update forward-looking statements should these beliefs,
estimates and opinions or other circumstances change. Although we believe that
the expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform them to actual results.





As used
in this Annual Report, the terms “the Company,” "we," "us" and "our" mean
Exmovere Holdings, Inc. unless the context clearly requires
otherwise.





PagePART
      IItem
      1,
            
            Business.
            1Item
      1A,
            
            Risk Factors.
            9Item
      1B,
            
            Unresolved Staff Comments.
            9Item
      2,
            
            Properties.
            9Item
      3,
            
            Legal Proceedings.
            9Item
      4,
            
            Submission of Matters to a Vote of Security
      Holders.
            9PART
      IIItem
      5,
            
            Market for Registrant’s Common Equity, Related
      Stockholder Matters and Issuer Purchases of Equity
      Securities.
            10Item
      6,
            
            Selected Financial Data.
            11Item
      7,
            
            Management’s Discussion and Analysis of Financial
      Condition and Results of Operations.
            11Item
      8,
            
            Financial Statements and Supplementary
      Data.
            15Item
      9,
            
            Changes in and Disagreements with Accountants on
      Accounting and Financial Disclosure.
            15Item
      9A(T),
            
            Controls and Procedures.
            16Item
      9B,
            
            Other Information.
            16PART
      IIIItem
      10,
            
            Directors, Executive Officers and Corporate
      Governance.
            17Item
      11,
            
            Executive Compensation.
            20Item
      12,
            
            Security Ownership of Certain Beneficial Owners
      and Management.
            21Item
      13,
            
            Certain Relationships and Related Transactions,
      and Director Independence.
            21Item
      14,
            
            Principal Accountant Fees and
      Services.
            21PART
      IVItem
      15,
            
            Exhibits and Financial Statement
      Schedules.
            22





PART
I





ITEM
1    BUSINESS





The
Company was incorporated in the State of Delaware on December 18, 2006 as
Clopton House Corporation (“Clopton House”).   Based on the Company’s
Form 10-SB filed July 9, 2007, Clopton House was a blank
shell.  Pursuant to the terms of a certain Stock Purchase Agreement
dated January 28, 2009 (the “Purchase Date”) between BT2 International, Inc.
(“BT2 International”), Belmont Partners, LLC (“Belmont”) and Clopton House (the
“Stock Purchase Agreement”), BT2 International purchased a total of 100,000
shares of the issued and outstanding common stock of Clopton House (the
“Purchase”), from Belmont in exchange for cash and a three percent common stock
interest in the Company after taking into account the transfer of certain
licenses, as discussed in more detail below. The total of 100,000 shares
represented 100% of the shares of issued and outstanding common stock of the
Company at the time of transfer.




Concurrent
with the Purchase, David Bychkov was appointed as a Director, President and
Secretary of the Company and Joseph Meuse, the managing partner of Belmont,
resigned as Director, President and Secretary of the
Company.  Immediately, David Bychkov appointed a new Board of
Directors, a new Secretary and a new management team.  On the Purchase
Date, the new Board of Directors approved a) the issuance of an additional
15,003,000 common shares, making the total outstanding shares 15,103,000 and b)
the purchase of technology licenses (the “Exmo Licenses”) owned by BT2
International.  In exchange for the Exmo Licenses, the Company
simultaneously, issued an aggregate of 2,910,000 common shares to BT2
International, 4,800,000 shares to David Bychkov, 4,800,000 shares to Cheyenne
Crow, 500,000 shares to Robert Doornick and an additional 1,540,000 shares to
other individuals or entities instrumental in the development of the technology,
each of which own directly or indirectly less than 5% of the
Company.  Initially 11,640,000 shares were issued to David Bychkov and
he simultaneously issued 6,840,000 shares to those individuals identified in the
prior sentence based on prior obligations for their work on development of the
licenses. Belmont received 453,000 of the newly issued shares of Exmovere
pursuant to the terms of the Stock Purchase Agreement, which required Belmont to
receive a three percent (3%) interest in the Company after the transfer of the
Exmo Licenses (in the Stock Purchase Agreement this was described as the 3% post
Vend-in of IP interest).  The purchase transactions (of both the stock
and the licenses) were between unrelated third parties.




Our
Business Goals




We are a
company that is still in the development stage. The Company plans to acquire,
develop and market products that have a focus on healthcare, security, and
transportation and to also purchase and integrate existing, profitable
healthcare businesses.  The Company’s Exmo Licenses relate to devices
which analyze, translate, record and transmit biological variables such as
electric potentials, body movement, body temperature, body fluids, chemical
concentrations, emotions etc. into electrical signals and are known as
“biosensors”.  More specifically, the Company owns licenses to the
technology for  biosensor wristwatches, biosensor turnstiles,
biosensor computer mouses, biosensor steering wheels and systems to detect
emotions from such biosensor products and other related
technologies.  The technology was originally created by David Bychkov
and developed by Mr. Bychkov, Mr. Crow, Mr. Doornick and others through the
following entities; Exmovere LLC, Exmocare LLC, Exmogate LLC and BT2
International.  In December of 2009, the Company purchased the
exclusive right to use patents owned or controlled by Sensatex, Inc. involving
advanced textile technology and the monitoring of the vital signs of infants
(the “Sensatex Licenses”).




The
Company has an additional business objective to provide affordable, high quality
treatment of non-life threatening ailments to individuals and increase
shareholder value by purchasing the assets, including without limitation, fixed
assets, established clientele and other goodwill, of existing successful
clinical facilities throughout the United States.  Subsequent to the
end of the year, as disclosed in its 8K filed April 29, 2010, the Company did
establish a subsidiary called Clinica of Virginia, LLC, a Virginia limited
liability company (“Clinica”) and entered into a letter of intent to purchase
one of such clinical facilities in Virginia.




Our
Products




The
biosensor wristwatches, called the Telepath (“Telepath”) and Empath (“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.  Bluetooth is a wireless
protocol that uses short-range communications technology to help transmit data
over short distances from fixed and/or mobile devices, creating wireless
personal area networks that licensed and registered by Bluetooth
SIG.  The Company is registered and licensed to use
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 computer will
determine what type of corrective action may be needed on a patient-by-patient
basis.




1





The
Exmogate Turnstile (“Exmogate Turnstile”) is a biosensor-enhanced entry device
similar to a subway turnstile or a metal detector except that it 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
Exmovere Mouse (the “Exmovere Mouse”) is a standard mouse with built–in
electronics capable of measuring GSR and heart rate of a person who places
his/her hands on the surface of the mouse.  The Exmovere Car Steering
Wheel (the “Steering Wheel”) is steering wheel with embedded metal electrodes
(an electrode is a conductor or medium by which an electric current is conducted
from metal to another medium, such as a cell, body or apparatus) that act as
skin responsive sensors that can read skin response, heart rate and
environmental data.




Exmovere’s
Exmobaby (“Exmobaby”) is a new product in the development stages that the
Company is developing using the Sensatex Licenses.  The Exmobaby is a
type of garment for infants that will use biosensor technology to allow parents
to monitor their infant’s vital signs from another location.




The
Company’s Licenses also include intellectual property related to the detection
of human emotions from vital sign data collected by internal or external
biosensors.  These emotion detection devices may be used to detect:
like, dislike, stress, relaxation, anger, depression and a multitude of other
human emotional states with more reliable results when compared to
self-reporting by test subjects.




Exmovere’s
Chariot (“Chariot”) is a Segway-based upright mobility device that surrounds the
user’s thighs, hips and legs in a kind of cocoon. The user’s hands, arms and
chest remain free to do whatever is desired. This would position the vehicle as
a direct competitor to existing sit-down scooters marketed to obese, elderly and
limited mobility persons.




Product
Status




We have
solicited bids from contractors in South Korea and China to continue the
company's ongoing development of a commercially viable wireless biosensor
wristwatch.  If we do not qualify for the FDA 510k exemption
(explained in more detail under “Government Regulation”), we expect to have a
prototype suitable for conducting an FDA 510k case study in 2010.  It
will cost approximately $1 Million able to engage a suitable contractor to
assist with completion of this process.With respect to the system to process
physiological, emotional and hardware-related alerts through the internet,
cellular networks and other media. the company has completed software that is
able to filter, manipulate and record data for these purposes.  This
software is housed on a secure server and is only accessible by management
and/or consultants under non-disclosure agreements. The software is
not-patentable.




The
Company has completed software that is able to filter, manipulate and record
data that detect human emotions from the Telepath and Empath. This software is
housed on a secure server and is only accessibly by management and/or
consultants under non-disclosure Agreements.  Software is
not-patentable.  This software requires no further
development.





The
Exmogate Turnstile has completed its mechanical design phase.  If the
Exmogate Turnstile is not exempted from the FDA 510k rules, we estimate that we
will need at least another $1 Million to complete a prototype worthy of a
potentially required FDA 510k case study for medical device certification. If
the device does not obtain FDA clearance, the device will not be able to be
marketed or used in the USA for its intended use without undergoing a case study
and certification by the FDA as a medical device. It would otherwise still be
able to be marketed for detection of emotional states, such as hostility, anger
and panic.  We are primarily pursuing government grants and contracts
as a means of funding development and production of this device.  The
cost of identifying and preparing a proposal for each grant or contract
opportunity is approximately $25,000.  We intend to pursue at least 4
such opportunities per year for this device.





The
Company has only produced prototypes of the Chariot, which demonstrate that the
product functions and is a tool in marketing the product to potential
distributors.  The Chariot is not yet in a form for consumer use or in
a form to be submitted to any applicable regulatory agencies.  The
Company is actively seeking relationships with companies that might be
interested in distributorships prior to increasing expenditures on this
product.  The Company entered into a distributorship agreement in
November of 2009 with Horizon International Corporation for distribution of the
Chariot and the Telepath wristwatch in Canada; however, Horizon defaulted under
that agreement which agreement and default are more specifically addressed in
the Form 8k filed on March 3, 2010. The Company has entered into several
non-disclosure agreements with companies that are evaluating the Chariot’s
potential and considering distributorships now.




2





The
Exmogate Turnstile has completed its mechanical design phase.  If the
Exmogate Turnstile is not exempted from the FDA 510k rules, we estimate that we
will need at least another $1 Million to complete a prototype worthy of a
potentially required FDA 510k case study for medical device certification. If
the device does not obtain FDA clearance, the device will not be able to be
marketed or used in the USA for its intended use without undergoing a case study
and certification by the FDA as a medical device. It would otherwise still be
able to be marketed for detection of emotional states, such as hostility, anger
and panic.  We are primarily pursuing government grants and contracts
as a means of funding development and production of this device.  The
cost of identifying and preparing a proposal for each grant or contract
opportunity is approximately $25,000.  We intend to pursue at least 4
such opportunities per year for this device.




The
Company has completed software that is able to filter, manipulate and record
data that detect human emotions from the Exmogate Turnstile. This software is
housed on a secure server and is only accessibly by management and/or
consultants under non-disclosure Agreements.  Software is
not-patentable.  This software requires no further
development.




The
Steering Wheel’s product’s development is complete.  The Company needs
$1,000,000 to collect test subject data from this product and to license this
technology to automotive steering wheel manufacturers and does not plan to incur
the expense at this time.




The
Exmovere Mouse is currently in mechanical design phase. We have the expertise in
biosignal processing to make this device, but we have not successfully completed
assembly of a demonstrable prototype yet. We estimate that we need at least $1
Million to complete a prototype worthy of a potentially required FDA 510k case
study for medical device certification.  If the device does not
qualify for 510k exemption, the device will have to be modified and not be able
to marketed or used in the USA for healthcare purposes, but rather for emotion
detection purposes, gaming, entertainment and other consumer purposes. The
Company would then also seek to market it abroad for explicitly non-medical,
non-healthcare purposes.





Industry
Participants / Competition




Our
wristwatch devices and services (specifically the Telepath) are targeted at the
home health monitoring or remote patient monitoring service (RPM), generally
considered a branch of tele-medicine that focuses on monitoring a single, or set
of, health related indicators of a patient located in his or her home. With the
rapid growth of the RPM industry, there are many innovations in the area and
firms with larger capitalization and resources have developed products and
services that may compete with the Telepath and Empath products.




With
regards to the Exmogate Turnstile and the access control market , the Company’s
competitors include a  number of development companies, as well as
regional and national organizations. Some of them are large corporations with
substantially greater resources than the Company.




With
regards to Exmobaby, there are large competitors but their products still
require active participation and interaction from parents and other caregivers,
which is not required for the Exmobaby products.




The
Chariot has no known similar competitors that are focusing on the disabled,
obese and elderly.  The Chariot will compete with general wheelchair
manufacturers and automatic scooter manufacturers.




Marketing
& Promotion Strategy




We
anticipate receiving full marketing consultation from a company affiliated with
Robert Doornick, a member of our board of directors, International Robotics in
New York. International Robotics provides public relations and marketing for up
and coming technology companies. International Robotics provides media
advertising across all media types, including free media.




3




We
believe that a first year total advertising budget of over $2.8 Million for the
wristwatches, Chariot, turnstiles and Exmobaby will be necessary to ensure
maximum appeal to distributors and end-users. This money will be spent primarily
on trade shows, payment to consultants and ads placed on TV and radio. We expect
advertising and marketing to continuously represent an expense equal to
approximately 25% of the Company’s sales. This will also play a large role in
helping us to raise needed capital from private investors.




Distribution
Strategy




We
believe that cell phone companies, healthcare IT providers and other
infrastructure-rich companies will make the best distributors for our wristwatch
products.




As part
of their licensing agreements, we will place them in direct contact with our
manufacturer in China or India. They will be able to order hardware direct from
the manufacturer in individually packaged and shrink-wrapped batches of 100,000
at a time. We plan to structure a joint venture with the manufacturer to share
profits from this.




We will
also provide the distributors with pre-programmed servers and web sites to
manage their end users, as well as local language documentation. Distributors
will pay all shipping and handling costs. We currently have regular
communication with potential distributors, including distributors in the
following sectors; fitness/consumer retail, telecommunications, health
care/information technology, medical supply/services, pharmaceutical research
and government/military.




The
Company plans to manufacture the Chariot and enter into distribution agreements
to sell the products.  The distributors will be required to spend a
minimum amount on marketing the Chariot.  The Company will enter into
service agreements with the distributors.




We intend
to primarily market the Turnstile through the U.S. General Services
Administrations (GSA) schedules, through building security supply catalogs and
directly to corporate/agency security directors.




The
Company plans to market the Exmobaby worldwide by approaching major retailers
and baby clothes designers around the world to supply them the product we
designed or a product custom designed to their specifications.




Research
& Development




Both the
Telepath and the Empath are currently in the alpha stage. That means we know
that the device can detect heart rate and other vital signs at least as
accurately as the BT1 and has superior battery life.  An alpha stage
product refers to a device that is used internally by a research group as a
proof of concept when considering pursuit of a patent and/or further development
towards a commercial product.  The BT1 is the name of the first
wristwatch made by Exmocare.  It stands for Bluetooth Model Number
1.  The BT1 was fully developed; however, the Company has chosen to
focus on the more advanced models that we call the Telepath and
Empath.  When discussing wireless products such as those that use the
Bluetooth wireless standard, there is a certification
involved.  Bluetooth is a trademark and technology controlled by the
Bluetooth SIG.  Before commercializing a new product using Bluetooth,
one must register and have it certified as compliant by the Bluetooth
SIG.  The Company is registered and certified with Bluetooth
SIG.




In order
to make the Empath and/or Telepath shippable as a product to customers, several
things are needed:




· 
Higher grade plastic parts are needed for the casing;


· 
An onboard digital display and onboard digital signal processing are needed to
sift through the data without having to upload it to a computer
first;


· 
Higher grade lithium ion batteries are needed to further increase battery life
to at least 48 hours of continuous usage;


· 
Integration of movement and other sensors are needed to make the product
shippable.




We have
the necessary intellectual property (i.e., software, firmware, drawings,
photographs, prototypes, schematics, websites, data, documentation and usage of
the trademarked Exmovere brand) to do these steps and will require an additional
$2 Million for production of inventory, development of a sales force and
marketing to wireless service providers, retailers and other potential
distributors.




4




It will
take six months from the time of negotiating vendor agreements until completion
of any potentially required FDA case study and an additional six months to build
inventory, presuming that we can in some way resolve the expected costs of $2
Million through either cash, stock or royalty payment to vendors.  If
the FDA requires a clearance application as a medical device and then rejects
our application, we may have to spend an additional six months on development of
a new prototype before we can apply again.




The
Exmogate Turnstile prototype is complete. The estimated total cost involved in
marketing the Exmogate Turnstile to the GSA and its target market is $1
million.  Assuming that the Company is able to raise capital at the
same rate that it has in the first 3 quarters of 2009, the Company will be
forced to seek out vendors that will accept restricted shares in the Company and
royalties from future sales as a substantial portion of their
compensation.  The Company will likely need at least six months to
find such vendors.  After locating vendors, the Company will need at
least a year to work with vendors to get a potentially required FDA 510k case
study prototype completed.  From that point it will take at least six
months to validate our test results that the device can detect unhealthy and
hostile persons by stationing the prototype at various prisons, insane asylums,
hospitals and specialized research centers where appropriate data can be
collected on drug addicts, mental patients, terrorists and other threats to
society for a total time of two years.  If we are required by the FDA
to apply for clearance as a medical device but our application is denied, we
will have to narrow the Exmogate Turnstile’s applications to diagnostics
unrelated to health of the persons that pass through it.  That will
substantially narrow the appeal of the device.




The
Company has a functioning prototype of the Chariot. In order to complete a
product that is ready for regulators and the consumer market, we will have to a)
perform studies, b) enter into a licensing agreement with Segway Inc. for
technology related to, among other things, its smart and long life rechargeable
battery and c) produce a consumer-ready prototype.  The total cost is
estimated between 2-3 million dollars. Our strategy with the Chariot is to enter
into distributor agreements whereby the distributor provides the capital to
complete each unit and the distributor engages in the
marketing.  There is no guarantee that we will be able to enter into a
licensing agreement with Segway Inc. and if we do not, it will affect the
marketability of our product.




Steering
Wheel: We need to collect data on at least 1000 test drivers under the influence
of alcohol, caffeine and distracting stimuli to validate our hypothesis that the
device can detect sleepy, drunk and/or distracted drivers.  To recruit
and test this device to that point will cost $1 Million.  The time to
recruit will be at least three months. From this point it will take another
three months to collect and analyze the data for a total of six
months.  If the data suggests that hardware or software changes are
needed, that may disrupt our ability to sell a license on the technology and
additional months of development may be needed.




Exmovere
Mouse:  The Exmovere Mouse needs at least six months of continued
mechanical and industrial design work that the Company cannot currently pay
for.  If the Company can find a vendor willing to work for stock
and/or accept royalties on sales as partial compensation, the Company will be
able to complete a potentially required FDA 510k case study in nine
months.  Presuming that the device can reliably detect heart rate from
a user without requiring two-handed contact, despite movement artifacts caused
by the hand that uses it, the Company will have a device that is practical for
monitoring vital signs remotely.  If the device is not able to detect
heart rate with only one handed contact, it will be useful for other
applications such as gaming and enhanced online chat functions.  In
other words, if the mouse is unable to meet the FDA 510k requirements and/or it
requires two handed contact, it will have to be modified and marketed only as a
novelty/entertainment product.  It will not be a biomedical or
biofeedback product.




The
Exmobaby is still in the development stage.  The research has been
completed but the products have to be developed.  It will take at
least $1 million to develop a sufficient product line to market to
retailers.




5





Governmental
Regulation




Our
products have been designed to comply with FDA 510k Exemption Code Sec. 882.5050
Biofeedback device. Biofeedback is a non-medical process that involves measuring
a subject's specific and quantifiable bodily functions such as blood pressure,
heart rate and brainwaves.  Biofeedback is a process that enables an
individual to learn how to change physiological activity for the purposes of
improving health and performance. Precise instruments measure physiological
activity such as brainwaves, heart function, breathing, muscle activity, and
skin temperature. These instruments rapidly and accurately 'feed back'
information to the user.  The presentation of this information — often
in conjunction with changes in thinking, emotions, and behavior — supports
desired physiological changes. Over time, these changes can endure without
continued use of an instrument.  Biofeedback equipment is classified
by the FDA as a Class II Medical Device.  Medical devices have varying
levels of risks and benefits and the degree of regulation is based on the level
of control that the FDA considers being necessary to assure the safety and
effectiveness of the device. There are three levels of classification. Class I
devices have the lowest level of regulation because they present a minimal level
of risk for harm. General controls such as registration, following the Good
Manufacturing Practices, and labeling are considered sufficient for ensuring
safety and effectiveness. Class II devices are those for which special controls
are considered necessary by the FDA for assuring safety and effectiveness and
where there are existing methods for providing such
assurances.  Special controls can include guidance documents, special
labeling requirements (e.g. that certain products are not to be used to make
diagnoses), mandatory performance standards, and post market surveillance. Class
III devices require the most stringent regulation because insufficient
information exists for assuring safety and effectiveness and these devices are
generally those that support or sustain human life.




Biofeedback
equipment manufactures are generally required to file a 510(k) Premarket
Notification so that the FDA can determine if the equipment is 'substantially
equivalent' to a legally marketed device that does not require premarket
approval.  Unless exempted from premarket notification requirements,
persons may not market a new device, under section 510(k), unless they receive a
substantial equivalence order from the FDA or an order reclassifying the device
into Class I or Class II (section 513(I) of the Act). There is now one
exception, and that is for the selling of battery operated biofeedback
equipment.  The FDA has the regulatory authority to exempt a Class II
device from the 510(k) requirement and has done so for battery operated
biofeedback equipment, which it evidently considers to be safe and
effective.  The Company believes that its products may qualify under
this exemption as each product will be battery operated biofeedback
equipment.  Other FDA requirements, such as FDA labeling regulations,
must still be met. To market biofeedback equipment to someone other than
professionals require the filing of other paperwork with the FDA and their
authorization (approval) that it is safe to do so.




If we
file a 510(k) application with the FDA, it will take about three months from the
date of filing to receive the FDA’s response. The amount of time before we
receive the marketing approval, though, is contingent upon the number and extent
of the requirements deemed necessary by the FDA. In the event that the FDA
requires additional testing to be conducted, the timelines for filing the
application and for getting the FDA’s response would be delayed. The FDA may
also require us to follow the PMA approval process described above.




Devices
which have been developed by the Company, but which have not been approved for
commercial distribution in the United States, may be exported if the FDA
approves a request from the Company for permission for export. The FDA requires
that the Company obtain approval from the foreign country to which the device
will be exported and comply with the laws of the foreign
country.  Nonetheless, the FDA could still deny permission to export
if it determines that export is contrary to public health and
safety.  The Company has not submitted such a request to the FDA for
the export of its products, and no decision has yet been made whether it will do
so in the near future.




The
Company is also required to register with the FDA as a device manufacturer. In
addition, the Company is required to comply with the FDA's Good Manufacturing
Practices regulations. The FDA has authority to conduct detailed inspections of
manufacturing plants, to establish "good manufacturing practices" which must be
followed in the manufacture of medical devices, to require periodic reporting of
product defects to the FDA, to take regulatory actions against devices that are
adulterated and/or misbranded, and to pursue actions in federal court against
companies or individuals that violate the Act. The medical device reporting
regulations require the Company to provide information to the FDA whenever there
is evidence to reasonably suggest that one of its devices may have caused or
contributed to death or serious injury, or that there has occurred a malfunction
that would be likely to cause or contribute to death or serious injury if the
malfunction were to recur.




6





The Safe
Medical Device Act of 1990 (the "SMD Act") affects medical device manufacturers
in several areas, including post-market surveillance and device tracking
procedures. The SMD Act gives the FDA expanded emergency recall authority,
requires the submission of a summary of the safety and effectiveness in the
510(k) process and adds design validation as a requirement of good manufacturing
practices. The SMD Act also requires all manufacturers to conduct post-market
surveillance on devices that potentially present a serious risk to human health,
and requires manufacturers of certain devices to adopt device tracking methods
to enable patients to receive required notices pertaining to such devices they
receive.  The Company does not believe that the SMD Act will have a
material impact on the Company or its operations.




Federal
Acquisition Regulations (FAR):  If Exmovere enters into GSA contracts
for its Exmogate Turnstiles, it will have to comply with the
FAR.  When a government agency issues a contract or a proposal, it
will specify a list of FAR provisions that apply to that contract, which may be
numerous. In order to be awarded a contract, a bidder must either comply with
the provisions, demonstrate that it will be able to comply with them at the time
of award, and/or claim an exemption from them. As an example, Part 30 (which
references Cost Accounting Standards) allows for small businesses to be exempt
from those requirements; if the bidder can demonstrate that it meets the small
business criteria, Part 30 would then not apply.  In many cases, a
contract award can be challenged and set aside if a challenger can prove that
either the contracting agency and/or the successful bidder did not comply with
the contract solicitation requirements, usually so that the challenger can
either be awarded the contract in lieu of the original bidder's award of the
contract or get another shot at a bid.  If any fraud is found in the
process of obtaining, administering or monitoring government contracts, a
company could be subject to civil money and criminal penalties.




The U.S.
Consumer Product Safety Commission (CPSC) has proposed rules and regulations for
children’s sleepwear which will apply to the Exmobaby biosensor pajamas and
other apparel manufactured from biosensor-enabled fabrics. The regulations for
children’s sleepwear are published in the Code of Federal Regulations (CFR),
Title 16, Chapter II. Although these regulations are designed specifically to
require children’s sleepwear to meet flammability standards, they are applicable
to all children’s sleepwear.  The Federal Trade Commission (FTC) may
also have regulations that affect the labeling of the Exmobaby.  16
CFR.303.23 states that where a textile fiber product is made wholly of one fiber
or a blend of fibers, the product may be designated according to the fiber
content of the principal fiber or blend of fibers, with an exception naming the
superimposed or added fiber, giving the percentage of each fiber type in
relation to the total fiber weight of the principal fiber or blend of fibers,
and indicating the area or section which contains the superimposed or added
fiber. 16 CFR 303.24  requires the fiber content of pile fabrics to be
stated on the label in such segregated form as will show the fiber content of
the face or pile and of the back or base, with percentages of the respective
fibers as they exist in the face or pile and in the back or
base.  Part 423 of Title 16 addresses care instructions through the
use of care labels or other methods.





State
Laws Regulating the Corporate Practice of Medicine:  Many states but
not all prohibit what is generally referred to as the "corporate practice of
medicine" ("CPOM"). Although they vary from state to state, CPOM prohibitions
generally do not allow a business corporation to practice medicine or employ a
physician to provide professional medical services. CPOM prohibitions may be
found in state statutes or regulations or they may develop from court decisions
or state Attorney General Opinions.  Oftentimes, CPOM prohibitions
include exceptions.  It is important for corporate owned clinical
facilities to understand their CPOM laws, as it will determine what type of
relationship they may have with physicians (i.e., employment versus independent
contractor).




7





Patents
and Trademarks
 
 The
critical piece of intellectual property involved in our business model is the
digital signal processing software, heart rate libraries. While the hardware and
processes are patent pending, the critical portion that has to be protected is
our internal software.
 
 The
following are the provisional patents applicable to the Exmo
Technology:




1.           Biofeedback
Automotive Steering System Provisional Patent Application filed by Exmovere
Holdings, Inc. with David Bychkov, as inventor, on October 14, 2009 which
relates to a biosensor device to be placed in the steering wheels of vehicles
which would be helpful to drivers in measuring their emotional reactions while
driving the vehicle.  The device is designed to make cars sensitive to
the moods, feelings and emotions of the driver and occupants.




2.           Biosensor
Wristwatch Provisional Patent Application filed by Exmovere Holdings, Inc. with
David Bychkov, as inventor, on October 14, 2009 which relates to a way to detect
heart rate from a moving wristwatch worn device, which device makes it possible
to monitor physiological and emotional conditions in the form of a wristwatch,
while the wearer is running, exercising, shaking or performing any other routine
activities.




3.           Biofeedback
Turnstile Provisional Patent Application filed by Exmovere Holdings, Inc. with
David Bychkov, as inventor, on October 14, 2009 which relates to a portal device
that makes it possible to keep hostile, psychologically or physiologically
agitated and/or other suspicious persons from gaining entry to a location
without first meeting certain psychological or physiological
parameters.




A
provisional patent is not reviewed by the United States Patent Office unless a
non-provisional patent application is submitted within 1 year.  We
have an assignment of Trademark Application Serial No. 78686527 for the Exmovere
brand which was assigned from Exmovere LLC to the Company.  We have no
copyrights registered with the Library of Congress.





Employees





As of
December 31, 2009, we have 2 full time employees, and plan to employ more
qualified employees in the near future.


8
  ITEM
1A.    RISK FACTORS.
 
 Not
applicable.
 
 ITEM
1B.    UNRESOLVED STAFF COMMENTS.
 
 Not
applicable.
 
 ITEM
2.       DESCRIPTION OF PROPERTY
 
 The
Company currently maintains our principal offices at 1600 Tysons Boulevard,
8th
Floor, McLean, VA 22102.  We lease approximately 5000 square feet at a cost
of $4,200 per month.
 
 ITEM
3.       LEGAL PROCEEDINGS
 
 We are
currently not involved in any litigation that we believe could have a materially
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 company’s or our company’s subsidiaries’ officers
or directors in their capacities as such, in which an adverse decision could
have a material adverse effect.
  ITEM
4.       SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
 
 On
January 28, 2009, the written consent of a majority of the shareholders was
obtained to approve the sale of the outstanding stock of the Company to BT2
International.  On January 28, 2009, the written consent of a majority
of the shareholders was obtained to issue the 453,000 shares to Belmont
Partners.  No other matter was submitted to a vote of Company’s
shareholders during the year ended December 31, 2009.
  9


PART
II





ITEM
5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
  There is
no trading market for our Common Stock at present and there has been no trading
market to date. There is no assurance that a trading market will ever develop
or, if such a market does develop, that it will continue.





The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a “penny stock,” for purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (i)
that a broker or dealer approve a person’s account for transactions in penny
stocks and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person’s account for
transactions in penny stocks, the broker or dealer must (i) obtain financial
information and investment experience  and objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has
to be made about the risks of investing in penny stocks in both public offerings
and in secondary trading, and about commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.





No equity
securities of the Company were purchased by the Company.





Holders
of our Common Stock





As of
December 31, 2009, a total of 15,674,816 shares of the Company’s common stock
are currently outstanding held by approximately 104 shareholders of
record.




Recent
Sales of Unregistered Securities.




On
January 28, 2009, the Company’s Board of Directors approved the transfer of
technology licenses from BT2 International to Exmovere Holdings,
Inc.  In exchange for the licenses to be rendered to the Company, the
Company issued an aggregate of 15,003,000 common shares to Belmont Partners, BT2
International, David Bychkov, Cheyenne Crow Robert Doornick, and other
individuals and entities instrumental in the development of the
licenses.  These shares of our common stock qualified for exemption
under Section 4(2) of the Securities Act of 1933 since the issuance shares by us
did not involve a public offering. The offering was not a “public offering” as
defined in Section 4(2) due to the insubstantial number of persons involved in
the deal, size of the offering, manner of the offering and number of shares
offered. We did not undertake an offering in which we sold a high number of
shares to a high number of investors. In addition, the investors had the
necessary investment intent as required by Section 4(2) since they agreed to and
received share certificates bearing a legend stating that such shares are
restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction
ensures that these shares would not be immediately redistributed into the market
and therefore not be part of a “public offering.” Based on an analysis of the
above factors, we have met the requirements to qualify for exemption under
Section 4(2) of the Securities Act of 1933 for this transaction.




In March
2009, we completed a Regulation D Rule 506 offering in which we sold 120,919
shares of common stock in 49 sales to 47 different investors, at a price per
share of $1.50 for an aggregate offering price of
$181,378.50.  Pursuant to Rule 506, all shares purchased in the
Regulation D Rule 506 offering completed in March 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.




10





In June
2009, we completed a Regulation D Rule 506 offering in which we sold 77,820
shares of common stock to 8 investors, at a price per share of $2.50 for an
aggregate offering price of $194,550.  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.




In
September 2009, we completed a Regulation D Rule 506 offering in which we sold
175,909 shares of common stock to 12 investors with one investor also purchasing
as custodian for three other shareholders for a total of 15 investors, at a
price per share of $3.50 for an aggregate offering price of
$615,681.00.  With respect to each of the three Regulation D Rule 506
Offerings;





1.
            At
      the time of the offerings we were not: (1) subject to the reporting
      requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an
      “investment company” within the meaning of the federal securities
      laws.


2.
            Neither
      we, nor any of our predecessors, nor any of our directors, nor any
      beneficial owner of 10% or more of any class of our equity securities, nor
      any promoter currently connected with us in any capacity has been
      convicted within the past ten years of any felony in connection with the
      purchase or sale of any security.


3.
            The
      offers and sales of securities by us pursuant to the offerings were not
      attempts to evade any registration or resale requirements of the
      securities laws of the United States or any of its
  states.


4.
            None
      of the investors are affiliated with any of our directors, officers or
      promoters or any beneficial owner of 10% or more of our
      securities.





Pursuant
to the Sensatex License Agreement we issued 200,000 shares of our Common Stock
to Sensatex in exchange for the rights and licenses granted pursuant to the
Sensatex License Agreement. These shares were issued in reliance on the
exemption under Section 4(2) of the Securities Act of 1933, as amended (the
“Act”).  The issuance of these shares was exempt from registration,
pursuant to Section 4(2) of the Securities Act of 1933.  These
securities qualified for exemption under Section 4(2) of the Securities Act of
1933 since the issuance securities by us did not involve a public offering. The
offering was not a “public offering” as defined in Section 4(2) due to the
insubstantial number of persons involved in the deal, size of the offering,
manner of the offering and number of securities offered. We did not undertake an
offering in which we sold a high number of securities to a high number of
investors. In addition, these shareholders had the necessary investment intent
as required by Section 4(2) since they agreed to and received share certificates
bearing a legend stating that such securities are restricted pursuant to Rule
144 of the 1933 Securities Act. This restriction ensures that these securities
would not be immediately redistributed into the market and therefore not be part
of a “public offering.” Based on an analysis of the above factors, we have met
the requirements to qualify for exemption under Section 4(2) of the Securities
Act of 1933 for this transaction.





Dividends





Since
inception we have not paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock, when issued pursuant to this offering. Although we intend to retain our
earnings, if any, to finance the exploration and growth of our business, our
Board of Directors will have the discretion to declare and pay dividends in the
future. Payment of dividends in the future will depend upon our earnings,
capital requirements, and other factors, which our Board of Directors may deem
relevant.





ITEM 6.





Not
applicable.





ITEM
7.    MANAGEMENTS’ DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.
  Overview




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.




11




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 main assets are
related to biosensor wristwatches, biosensor turnstiles, emotion detection
algorithms and related technologies, originally developed by David Bychkov
through or in conjunction with the Exmocare Companies and BT2
International.  The Company also has recently acquired an exclusive
license to use advanced textile and infant vital sign monitoring technology in
the development of one of its products. The Company distributed 200,000 shares
to Sensatex in exchange for said license.




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 to be rendered to the Company, the Company issued an
aggregate of 15,003,000 common shares to BT2 International, David Bychkov,
Cheyenne Crow and Robert Doornick, and a number of other individuals
instrumental in the development of the operations.   In
compliance with the Purchase Agreement, the Company was required to give 453,000
of those shares to Belmont Partners.  The license transfer provided
Exmovere Holdings, Inc. with the exclusive world rights to the Exmo Technology
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 relative movement.




4.
            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 and above mentioned
      mouse.




6.
            System
      to process physiological, emotional and hardware-related alerts through
      the internet, cellular networks and other media from the above mentioned
      products.




David
Bychkov owns all of the Exmo Technology.  The Company’s interest is an
exclusive, irrevocable license to use the Exmo Technology in its business
model.  The Exmo Technology has been developed over a period of about
10 years, based upon the research and science of David Bychkov individually and
then operating as Biograph North America, LLC (“Biograph”).  Biograph
was  organized in 2003.  Its name was subsequently changed
to Exmovere LLC, a Delaware limited liability company (“Exmovere
LLC”).  Subsequently, Mr. Bychkov also organized two additional
companies, Exmogate LLC, a Delaware limited liability company (“Exmogate”) and
Exmocare LLC, a Delaware limited liability company (“Exmocare”) as a means of
using the intellectual assets he created in other similar
applications.  Exmogate is a subsidiary of Exmovere
LLC.  David Bychkov is the majority owner of Exmovere LLC
(collectively Exmocare, Exmovere LLC and Exmogate are hereinafter referred to as
the “Exmocare Companies”).   During the completion of these
products, Mr. Bychkov became aware that the structure of Exmocare Companies was
not conducive to marketing products of this nature and he sought
alternatives.  Mr. Bychkov entered into a business relationship with
BT2 International so that BT2 International could convert Mr. Bychkov’s
intellectual property into intellectual assets that could be used to create
revenue.  Cheyenne Crow, Robert Doornick and BT2 International’s
leaders, Delbert Blewett and Joseph Batty, worked with Mr. Bychkov’s
intellectual property for over two years to develop a plan that would add the
other items, such as marketing and prototype development, necessary for this
transition. The final distribution of the shares in the Company reflects this
effort and the necessary mix of experience and talent the Company needs to
become a successful business.




Once Mr.
Bychkov’s intellectual property (i.e. the Exmo Technology) was developed into
marketable products, it was determined that the structure of the Exmocare
Companies was not an appropriate method to create a working business
model.  By resolution dated December 1, 2007, the Exmocare Companies
transferred the Exmo Technology that was owned by the Exmocare Companies to Mr.
Bychkov.




On June
8, 2008, Mr. Bychkov granted BT2 International an exclusive license to use the
Exmo Technology with the rights to manufacture and market the products from his
intellectual assets (the “License Agreement”).  After several months
of strategic analysis and planning, BT2 International and Mr. Bychkov adopted a
business plan whereby a new public company would be acquired (Exmovere Holdings,
Inc.) to commence the commercialization of the License Agreement.  The
License Agreement is attached as an exhibit to this registration
statement.  BT2 International is a private company and it is not
related to the Exmocare Companies, Mr. Bychkov, Belmont Partners, and except for
its minority stock ownership, the Company.  Belmont Partners Inc. is a
private company with no relationship to the Exmocare Companies, David Bychkov or
BT2 International and except for its minority stock ownership, the
Company.




12




On the
Purchase Date, the Exmo Licenses were transferred to the Company.  In
exchange for the Exmo Licenses, the Company simultaneously issued an aggregate
of 15,003,000 common shares.  As required by the Purchase Agreement,
Belmont Partners was to receive its 3% interest in the Company after the
licenses were transferred to the Company and thus at that time Belmont Partners
received its 453,000 shares as the full remainder payment due for the purchase
of Clopton House.  13,010,000 common shares were distributed to BT2
International, David Bychkov, Cheyenne Crow and Robert Doornick and an
additional 1,540,000 shares were distributed to other individuals or entities
instrumental in the development of the technology, each of which other
individuals or entities own directly and/or indirectly less than 5% of the
Company.  The final distribution of the shares in Exmovere Holdings
among Mr. Bychkov (about 32%), Cheyenne Crow (about 32%), BT2 International
(close to 19%) and the other individuals, reflected the huge effort involved in
developing Mr. Bychkov’s Exmo Technology and the necessary mix of experiences
and talent the Company needed to become a successful business.




On
December 10, 2009, the Company entered into a Technology License Agreement with
Sensatex, Inc., a Delaware corporation (the “Sensatex License
Agreement”).  Pursuant to the Sensatex License Agreement, the Company
has been given a revocable, exclusive, worldwide right and license to
manufacture, have manufactured, use, offer to sell, sell and develop Sensatex’s
patents for advanced textile materials and the monitoring of vital signs of
infants (collectively the “Sensatex Technology”) to use with the Company’s
Exmobaby product in the field of medical and non-medical pediatric applications
for children 6 years old and younger, including children’s clothing and remote
child monitoring applications. Sensatex owns all right, title and interest in
the Sensatex Technology. The Company will own all right title and interest in
any technology developed made or otherwise created solely by employees and
consultants of the Company using the Sensatex Technology.




Finally,
the Company will seek to acquire controlling interests in existing urgent care
clinics across the US. This suite of products, technologies and assets will
enable us to build a brand that stands for humane treatment of the elderly and
infirm, security based on universal biological traits as opposed to racial or
ethnic factors, and mobility that inspires the imagination. Exmovere intends to
raise significant capital to launch these products and begin the acquisition
process.





Results
of Operations





Results
of Operations for the Year Ended December 31, 2009 Compared to the Year Ended
December 31, 2008




Revenues





We did
not realize any revenues in either 2009 or 2008.





Expenses





In 2009
we had $453,030 in general and administrative expenses and 61,927 in research
and development expenses for a total of $514,957 in expenses.  The
increases in most categories reflect an overall expansion of our business in
2009 in an effort to bring proprietary products to market and identifying,
evaluating and entering into agreements to purchase and resell various
biotechnology related products.





Income
(loss)





In 2009,
after extinguishment of shareholder payables, our net loss was
$510,203.  In 2008, our net loss was $4,754.





13





Capital
Resources and Liquidity





As
of  December 31, 2009 we had $476,732 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. We estimate that we may need
10-15 million dollars over the next 12 months to complete research and
development and marketing of our products.  We currently are not
generating revenue; therefore the only means we will have to fund those needs is
by raising additional capital, leases of our licenses to distributors or
loans.  If we have to comply with more regulatory requirements than
expected, we may need another 1 – 2 million dollars. We have entered into the
Sensatex License Agreement, which requires royalties to be paid to Sensatex from
certain earnings from our Exmobaby product; however that agreement does not
impose any requirements on the Company to make any specific earnings, obtain any
additional capital or to incur any specific expense in addition to that already
incurred in acquiring the Sensatex License.  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.





Going
Concern





Our
registered independent auditors included an explanatory paragraph in their
report on the accompanying financial statements regarding concerns about our
ability to continue as a going concern. Our financial statements contain
additional note disclosures describing the circumstances that lead to this
disclosure by our registered independent auditors. The financial statements do
not include any adjustments that might result from the outcome of that
uncertainty.





Off-Balance
Sheet Arrangements





There are
no off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on our financial condition, changes in our financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.





Critical
Accounting Policies





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 at the date the financial statements and the reported amounts of
revenue and expenses during the period. Accordingly, actual results could differ
from those estimates. Significant assumptions that are susceptible to change
include the estimated useful life and valuation of patents and
trademarks.





Recent
Accounting Pronouncements





In April
2009, the FASB issued FASB Staff Position (“FSP”) No. 107-1 and APB 28-1,
Interim Disclosures about Fair Value of Financial Instruments (“FSP 107-1 and
APB 28-1”). FSP 107-1 and APB 28-1 require that publicly traded companies
include the fair value disclosures required by SFAS No. 107 in their interim
financial statements and is effective for interim and annual periods ending
after June 15, 2009, with early adoption permitted for periods ending after
March 15, 2009, and must be applied prospectively. The Company does not expect
the adoption of FSP 107-1 and APB 28-1 to have any material impact on its
financial statements and required disclosures.





14





In April
2009, the FASB issued FSP FAS 157-4, Determining Fair Value When the Volume and
Level of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly (“FSP 157-4”). FSP 157-4 provides
guidance regarding how to determine whether there has been a significant
decrease in the volume and level of activity for the asset or liability when
compared with normal market activity for the asset or liability. In such
situations, an entity may conclude that transactions or quoted prices may not be
determinative of fair value, and may adjust the transactions or quoted prices to
arrive at the fair value of the asset or liability. FSP 157-4 is effective for
interim and annual reporting periods ending after June 15, 2009, with early
adoption permitted for periods ending after March 15, 2009, and must be applied
prospectively. The Company does not expect the adoption of FAS 157-4 to have any
material impact on its financial statements or required
disclosures.




In May
2009, the FASB issued SFAS No. 165, Subsequent Events (“SFAS No. 165”). SFAS No.
165 establishes standards of accounting for and disclosure of events that occur
after the balance sheet date but before financial statements are issued.
Entities are required to disclose the date through which subsequent events have
been evaluated and the basis for that date. SFAS No. 165 is effective on a
prospective basis for interim and annual periods ending after June 15, 2009. The
Company does not expect the adoption of SFAS No. 165 to have any material impact
on its financial statements or required disclosures.


In June
2009, the FASB issued SFAS 168, “Codification”, which confirmed that the FASB
Accounting Standards Codification will become the single official source of
authoritative US GAAP (other than guidance issued by the SEC), superseding
existing FASB, American Institute of Certified Public Accountants, Emerging
Issues Task Force (“EITF”) and related literature. After that date, only one
level of authoritative US GAAP will exist. All other literature will be
considered non-authoritative. The Codification does not change US GAAP; instead,
it introduces a new structure that is organized in an easily accessible,
user-friendly online research system. The Codification becomes effective for
interim and annual periods ending on or after September 15, 2009. The Company
will apply the Codification beginning in the third quarter of fiscal
2009.





Forward-Looking
Statements




As a
matter of policy, the Company does not provide forecasts of future financial
performance.  The statements made in this Form 10-K Annual Report
which are not historical facts are forward-looking statements.  Such
forward-looking statements often contain or are prefaced by words such as “will”
and “expect.” As a result of a number of factors, our actual results could
differ materially from those set forth in the forward-looking statements.
Certain factors that might cause our actual results to differ materially from
those in the forward-looking statements include, without limitation, general
business conditions, the demand for the Company’s services, competitive market
pressures, the ability of the Company to attract and retain qualified personnel
for regular full-time placement and contract assignments, the possibility of
incurring liability for the Company’s business activities, including the
activities of its contract employees and events affecting its contract employees
on client premises, and the ability to attract and retain qualified corporate
and branch management.  The Company is under no obligation to (and
expressly disclaims any such obligation to) and does not intend to update or
alter its forward-looking statements whether as a result of new information,
future events or otherwise.





ITEM
7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISKS
 
 We
do not hold any derivative instruments and do not engage in any hedging
activities.
 
 ITEM
8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
 
 Our
consolidated financial statements are contained in pages F-1 through F-11
located at the end of this annual report.
 
 ITEM
9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
 
 There
have been no changes in or disagreements with accountants on accounting or
financial disclosure matters.
 
 15
 
 ITEM
9A.    CONTROLS AND PROCEDURES.
  Disclosure
Controls and Procedures





Our
management team, under the supervision and with the participation of our
principal executive officer and our principal financial officer, evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures as such term is defined under Rule 13a-15(e) promulgated under the
Securities Exchange Act of 1934, as amended (Exchange Act), as of the last day
of the fiscal period covered by this report, December 31, 2009. The term
disclosure controls and procedures means our controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC’s rules
and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
accumulated and communicated to management, including our principal executive
and principal financial officer, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure. Based on
this evaluation, our principal executive officer and our principal financial
officer concluded that our disclosure controls and procedures were effective as
of December 31, 2009.




Our
principal executive officer and our principal financial officer, are responsible
for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Exchange Act Rules 13a-15(f). Management
is required to base its assessment of the effectiveness of our internal control
over financial reporting on a suitable, recognized control framework, such as
the framework developed by the Committee of Sponsoring Organizations (COSO). The
COSO framework, published in Internal Control-Integrated
Framework, is known as the COSO Report. Our principal executive officer
and our principal financial officer, have chosen the COSO framework on which to
base its assessment. Based on this evaluation, our management concluded that our
internal control over financial reporting was effective as of December 31,
2009.





This
annual report on Form 10-K does not include an attestation report of our
registered public accounting firm regarding internal control over financial
reporting. Our principal executive officer and our principal financial officer’s
report was not subject to attestation by our registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit us to provide only management’s report in this annual report on Form
10-K.





Changes
in Internal Control Over Financial Reporting





During
our most recent fiscal year, there have been no changes in our internal control
over financial reporting that have materially affected, or are reasonably likely
to materially affect our internal control over financial reporting.


There
were no changes in our internal control over financial reporting that occurred
during the fiscal year of 2009 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.





It should
be noted that any system of controls, however well designed and operated, can
provide only reasonable and not absolute assurance that the objectives of the
system are met. In addition, the design of any control system is based in part
upon certain assumptions about the likelihood of certain events. Because of
these and other inherent limitations of control systems, there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions, regardless of how remote.





ITEM
9B.    OTHER INFORMATION
 
 None
 
 16
 
 Part
III
 
 ITEM
10.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT.
  Effective
January 28, 2009, the following persons were appointed as members of the Board
of Directors:





Name
            
            Age
            
            PositionDavid
      Bychkov
            
            31
            
            ChairmanDelbert
      G. Blewett
            
            75
            
            DirectorRobert
      Doornick
            
            64
            
            DirectorJoseph
      Meuse
            
            39
            
            DirectorCheyenne
      Crow
            
            44
            
            Director








The
business background descriptions of our directors as of December 31, 2009 are as
follows:





David Bychkov has worked as an
inventor, entrepreneur and psycho-physiologist since 1999. He is currently ABD
(ABD stands for All But Dissertation status and it is an academic term that
refers to a doctoral candidate that has completed his coursework but who has not
yet defended his dissertation.  David Bychkov has completed his
doctoral coursework at the European Graduate School in Saas-Fee, Switzerland and
is currently writing his dissertation.  He will defend his
dissertation and graduate in June, 2010) in the Philosophy of Neuroscience at
the European Graduate School in Saas Fee, Switzerland.  He completed
his Master’s Degree there in 2005. He also holds a Bachelor’s Degree from the
University of Chicago. Mr. Bychkov also served as Professor of Holographic
Cinema and Director of the Laboratory of Psychophysiology at Universita’ dell’
Immagine in Milan, Italy from 1999-2006.




Cheyenne Crow served as
Director of Publications for Graphic Publications Inc. in 1989, where he
directed international and USA staff. In 1991, he joined Emhart
Corporation/Black and Decker Corporation. There he was a Director of Sales,
Marketing, Worldwide Publications and Communications related to international
defense, health, and special security projects for NASA, the Executive Office of
the President, EPA, NSA, CIA, DOT, DOE, DOH, FAA and others. In 1996, he
launched his own international communications company called Cheyenne E-Digital.
At E-Digital, Cheyenne directed projects for various government agencies,
non-profits, foundations, and Fortune 500 Corporations within the USA, Middle
East, Asia, and Latin America.  In 2003, Mr. Crow was appointed Vice
President and Chief Operations Officer of Exmovere LLC.  In 2006 he
was also contracted to be Chief Operations Officer of both Exmogate LLC and
Exmocare LLC.  He has managed Exmocare projects for NASA, the
Department of State and other agencies  He has been instrumental in
corporate strategy, mergers and acquisitions, strategic business planning, and
investor relations on Wall Street. In January, 2009 he became Director, Vice
President and Chief Operations Officer of Exmovere Holdings
Inc.  Cheyenne assumes a critical role in the corporate management
team He has managed Exmovere’s operations, ranging from scientific product
development in the defense, health, and transportation sectors.  He is
currently based at the company’s world headquarters in the McLean,
Virginia.





17





Robert Doornick is President
and Founder of International Robotics Inc., and the Techno-Marketing Alliance.
In addition to his work as an inventor of robots, he is also known for
developing original marketing strategies.  Mr. Doornick has been
President of International Robotics Inc., since at least the year
2005.  It was Doornick’s Keynote Address at a World Conference for the
shopping center industry which triggered such intense interest in
Techno-Marketing. He has also lectured at The U.S. Space Foundation, New York
University School of Business, Fordham University, the International Conference
for the Exhibit Industry, the International Council of Shopping Centers, the
International Meeting Planners Association, as well as conducting numerous
seminars for Fortune 500 Companies.  He became a Director of the
Company in January, 2009.





Joseph Meuse is Founder and
President of Belmont Partners, an international financial consulting firm and
leading provider of public shell vehicles for use in reverse merger transactions
since at least the year 2005. He is co-owner of PacWest, LLC, a registered stock
transfer agency representing 100 publicly traded issuers, and is a Principal in
Global Filings, an Edgarizing Company.  Mr. Meuse has 13 years of financial
management and advisory experience and holds Series 7, 24 and 6
licenses.  As of April, 2010, Mr. Meuse is no longer a
director.





Delbert G. Blewett is a
graduate of the University of Saskatchewan holding the degree of Bachelor of
Science in Agriculture and Bachelor of Laws. Mr. Blewett was in the private
practice of law for some 30 years directed to commercial and corporate law. Much
of the activity was assisting clients in raising capital for their companies,
both private and public. Del Blewett retired from his private practice and has
served as Secretary of Exmovere since January, 2009.  As of April,
2010, Mr. Blewett is no longer a director.





Term
of Office





Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.





(d)
            Appointment
      of Officers





Effective
January 28, 2009, the directors appointed the following persons as our executive
officers, with the respective titles as set forth opposite his or her name
below:





Name
            
            Age
            
            Positions
      and Offices HeldDavid
      Bychkov
            
            31
            
            Chief
      Executive Officer, Chief Financial Officer and
President**Delbert
      G. Blewett
            
            75
            
            SecretaryCheyenne
      Crow
            
            44
            
            Chief
      Operations Officer





18





The
business background descriptions of our officers are as follows:





David Bychkov has worked as an
inventor, entrepreneur and psycho-physiologist since 1999. He is currently ABD
(ABD stands for All But Dissertation status and it is an academic term that
refers to a doctoral candidate that has completed his coursework but who has not
yet defended his dissertation.  David Bychkov has completed his
doctoral coursework at the European Graduate School in Saas-Fee, Switzerland and
is currently writing his dissertation.  He will defend his
dissertation and graduate in June, 2010) in the Philosophy of Neuroscience at
the European Graduate School in Saas Fee, Switzerland.  He completed
his Master’s Degree there in 2005. He also holds a Bachelor’s Degree from the
University of Chicago. Mr. Bychkov also served as Professor of Holographic
Cinema and Director of the Laboratory of Psychophysiology at Universita’ dell’
Immagine in Milan, Italy from 1999-2006.




Cheyenne Crow served as
Director of Publications for Graphic Publications Inc. in 1989, where he
directed international and USA staff. In 1991, he joined Emhart
Corporation/Black and Decker Corporation. There he was a Director of Sales,
Marketing, Worldwide Publications and Communications related to international
defense, health, and special security projects for NASA, the Executive Office of
the President, EPA, NSA, CIA, DOT, DOE, DOH, FAA and others. In 1996, he
launched his own international communications company called Cheyenne E-Digital.
At E-Digital, Cheyenne directed projects for various government agencies,
non-profits, foundations, and Fortune 500 Corporations within the USA, Middle
East, Asia, and Latin America.  In 2003, Mr. Crow was appointed Vice
President and Chief Operations Officer of Exmovere LLC.  In 2006 he
was also contracted to be Chief Operations Officer of both Exmogate LLC and
Exmocare LLC.  He has managed Exmocare projects for NASA, the
Department of State and other agencies  He has been instrumental in
corporate strategy, mergers and acquisitions, strategic business planning, and
investor relations on Wall Street. In January, 2009 he became Director, Vice
President and Chief Operations Officer of Exmovere Holdings
Inc.  Cheyenne assumes a critical role in the corporate management
team He has managed Exmovere’s operations, ranging from scientific product
development in the defense, health, and transportation sectors.  He is
currently based at the company’s world headquarters in the McLean,
Virginia.





Delbert G. Blewett is a
graduate of the University of Saskatchewan holding the degree of Bachelor of
Science in Agriculture and Bachelor of Laws. Mr. Blewett was in the private
practice of law for some 30 years directed to commercial and corporate law. Much
of the activity was assisting clients in raising capital for their companies,
both private and public. Del Blewett retired from his private practice and has
served as Secretary of Exmovere since January, 2009.





**Mr.
Joseph Batty replaced Mr. Delbert Blewett as Secretary in April of
2010.





FAMILY
RELATIONSHIPS





There are
no family relationships among our directors, executive officers, or persons
nominated or chosen by the Company to become directors or executive
officers.





SUBSEQUENT
EXECUTIVE RELATIONSHIPS





There are
no family relationships among our directors and executive officers. No director
or executive officer has been a director or executive officer of any business
which has filed a bankruptcy petition or had a bankruptcy petition filed against
it during the past five years. No director or executive officer has been
convicted of a criminal offense or is the subject of a pending criminal
proceeding during the past five years. No director or executive officer has been
the subject of any order, judgment or decree of any court permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities during the past five
years. No director or officer has been found by a court to have violated a
federal or state securities or commodities law during the past five
years.





None of
our directors or executive officers or their respective immediate family members
or affiliates are indebted to us.





19





ITEM
11.


EXECUTIVE
COMPENSATION





The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the period
ended December 31, 2009 and 2008.





SUMMARY
COMPENSATION TABLE




Name
      and Principal Position
            
            Year
            
            Salary
              ($)
            
            Bonus
              ($)
            
            Stock
              Awards
              ($)
            
            Option
      Awards
              ($)
            
            Non-Equity
      Incentive Plan Compensation ($)
            
            Non-Qualified
      Deferred Compensation Earnings
              ($)
            
            All
      Other Compensation
              ($)
            
            Totals
              ($)David
      Bychkov, President, Chief Executive Officer
            
            2009
            
            $
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            
            $
            0Chief
      Financial Officer and Director
            
            2008
            
            $
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            
            $
            0Delbert
      G. Blewett,
            
            2009
            
            $
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            
            $
            0Secretary
      and Director
            
            2008
            
            $
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            
            $
            0Cheyenne
      Crow,
            
            2009
            
            $
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            
            $
            0Chief
      Operations Officer, Director
            
            2008
            
            $
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            
            $
            0





Option Grants
Table.There were
no individual grants of stock options to purchase our common stock made to the
executive officers named in the Summary Compensation Table through December 31,
2008.





Aggregated Option Exercises
and Fiscal Year-End Option Value Table.There were no stock options
exercised during period ending December 31, 2009 by the executive officers named
in the Summary Compensation Table.





Long-Term Incentive Plan
(“LTIP”) Awards Table.There were no awards made to a named executive officers in the last
completed fiscal year under any LTIP .





Compensation of
Directors





Directors
are permitted to receive fixed fees and other compensation for their services as
directors. The Board of Directors has the authority to fix the compensation of
directors.  As of December 31, 2009, no amounts have been paid to, or
accrued to, directors in such capacity.





Employment
Agreements





Currently,
we do not have an employment agreement in place with our officers and
directors.


.


20





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


The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding shares of common stock as of December 31,
2009 and by the officers and directors, individually and as a group. Except as
otherwise indicated, all shares are owned directly and the shareholders listed
possess sole voting and investment power with respect to the shares
shown.





Name
            
            Number
      of Shares
              Beneficially
      Owned
            
            Percent
      of Class (2)David
      Bychkov(1)
            
            4,875,683
            
            31.1%BT2
      International, Inc.(3)
            
            3,010,000
            
            19.2%Belmont
      Partners, LLC(4)
            
            453,000
            
            2.9%Cheyenne
      Crow(1)
            
            4,875,684
            
            31.2%Robert
      Doornick(5)
            
            500,000
            
            3.1%All
      Executive Officers and Directors as a group
            
            13,714,367
            
            87.4%




(1)
            Unless otherwise
      stated, the address for each person is1600 Tysons Blvd,
      8th Floor, McLean VA 22102.(2)
            Based on 15,674,816
      shares of common stock outstanding as of  December 31,
      2009.(3)
            Delbert Blewett and
      Joseph Batty are the control officers of BT2 International, Inc., and thus
      are deemed to have beneficial control over these shares.The address for
      each person is 1117 Desert Lane, Suite 2067, Las Vegas, NV
  89102.(4)
            Joseph Meuse is the
      principal of Belmont Partners, LLC is located at 360 Main Street,
      Washington Virginia 22747 and is deemed to have beneficial control over
      these shares.




ITEM
13.    CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.


During
the year, the Company engaged Exmocare, LLC to provide certain Investor
Relations and Public Relations services. The total amount paid for these
services was approximately $206,000. Exmocare, LLC is a corporation controlled
by David Bychkov, Chief Executive Officer of Exmovere Holdings
Inc.
 
 ITEM
14.    PRINCIPAL ACCOUNTING FEES AND
SERVICES.
  Audit
Fees, Audit-Related Fees, Tax Fees, All Other Fees.





For the
fiscal year ended December 31, 2009, the aggregate fees billed for professional
services rendered for the audit of the Company’s annual financial statements
totaled approximately $5,300.  For our fiscal year ended December 31, 2008,
those fees were $3,500.





21





ITEM 15.





(a)           Exhibits





2.1
            
            Stock
      Purchase Agreement10.1
            
            June
      2008 Original License10.2
            
            December
      License Agreement10.3
            
            Agreement
      Regarding Share Ownership





23.01
            
            Consent
      of Independent Registered Public Accounting Firm.31.01
            
            Certification
      of the principal executive officer required by Rule 13a-14(a) or Rule
      15d-14(a) of the Exchange Act.31.02
            
            Certification
      of the principal financial officer required by Rule 13a-14(a) or Rule
      15d-14(a) of the Exchange Act.32.01
            
            Certifications
      of the principal executive officer required by Rule 13a-14(a) or Rule
      15d-14(a) of the Exchange Act and Section 1350 of Chapter 63 of Title 18
      of the United States Code.32.02
            
            Certifications
      for the principal financial officer required by Rule 13a-14(a) or Rule
      15d-14(a) of the Exchange Act and Section 1350 of Chapter 63 of Title 18
      of the United States Code.





(b)           Financial
Statements





24
            
            Report
      of Independent Registered Public Accounting FirmF-1
            
            Balance
      Sheets at end of Fiscal Year 2009 and 2008F-2
            
            Statements
      of Operations for Fiscal Year 2009 and 2008F-3
            
            Statements
      of Changes in Stockholders’ Equity for Fiscal Years 2009 and
      2008





F-4
            
            Statements
      of Cash Flows for Fiscal Years 2009 and 2008F-5
            
            Notes
      to Financial Statements








22





SIGNATURES







In
accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





EXMOVERE
      HOLDINGS, INC.Date:
      May 3, 2010
            By:
            /s/David
      BychkovPresident
      and Chief Executive Officer, Chief Financial Officer,
              Principal
      Executive Officer, Principal Accounting Officer


23








REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To the
Board of Directors


Exmovere
Holdings, Inc.





We have
audited the accompanying balance sheets of Exmovere Holdings, Inc. (formerly
known as Clopton House Corporation) as of December 31, 2009 and 2008, and the
related statements of operations, stockholders’ equity, and cash flows for the
years then ended.  These financial statements are the responsibility of the
Company’s management.  Our responsibility is to express an opinion on these
financial statements based on our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion. We believe that our audits provide a
reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Exmovere Holdings, Inc. as of
December 31, 2009 and 2008, and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 1 to the financial
statements, the Company has no revenues or significant cash flows from
operations since inception that raise substantial doubt about its ability to
continue as a going concern.  Management’s plans regarding these matters
are described in Note 1.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.








/s/ PS
Stephenson & Co., PC





Wharton,
Texas


May 3,
2010


24
  Exmovere
Holdings, Inc.
 Balance
Sheets
 December 31, 2009 and 2008


December
      31,Assets
            
            2009
            
            
            2008Current
      AssetsCash
            
            $
            476,732
            
            
            $
            79Total
      current assets
            
            
            476,732
            
            
            
            79Other
      Assets - IntangiblesTechnology
      Licenses - Sensatex
            
            
            705,000
            
            
            
            -Technology
      Licenses - Exmo
            
            
            22,504,500
            
            
            
            -Total
      assets
            
            $
            23,686,232
            
            
            $
            79LiabilitiesCurrent
      LiabilitiesAccounts
      payable
            
            $
            5,001
            
            
            $
            183Due
      to shareholders
            
            
            -
            
            
            
            4,571Total
      liabilities
            
            
            5,001
            
            
            
            4,754Stockholders'
      EquityCommon
      stock, $0.001 par, 35,000,000 shares authorized,15,674,816
      and 100,000 shares issued, respectively
            
            
            15,675
            
            
            
            100Additional
      Paid-in capital
            
            
            24,180,534
            
            
            
            -Accumulated
      deficit during the development stage
            
            
            (514,978
            )
            
            
            (4,775
            )23,681,231
            
            
            
            (4,675
            )Total
      Liabilities and Stockholders’
      Equity
            
            $
            23,686,232
            
            
            $
            79





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


F-1


Statements
of Operations
 For
the years ended December 31, 2009 and 2008 and
for period from Inception to December 31,
2009


From
      InceptionYear
      Ended December 31,
            
            
            to
      Dec 31,2009
            
            
            2008
            
            
            2009Revenue
            
            $
            -
            
            
            $
            -
            
            
            $
            -Operating
      expensesGeneral
      & Administrative
            
            
            453,030
            
            
            
            4,754
            
            
            
            457,805Research
      & Development
            
            
            61,927
            
            
            
            -
            
            
            
            61,927Total
      operating expenses
            
            
            514,957
            
            
            
            4,754
            
            
            
            519,711Income
      (loss) before Income tax
            
            
            (514,957
            )
            
            
            (4,754
            )
            
            
            (519,732
            )Other
      income (expense)Extinguishment
      of shareholder payables
            
            
            4,754
            
            
            
            -
            
            
            
            4,754Total
      other income (expense)
            
            
            4,754
            
            
            
            -
            
            
            
            4,754Provision
      for income taxes
            
            
            -
            
            
            
            -
            
            
            
            -Net
      Income (loss)
            
            $
            (510,203
            )
            
            $
            (4,754
            )
            
            $
            (514,978
            )Basic
      and diluted earnings per share
            
            $
            (0.03
            )
            
            $
            (0.05
            )Weighted
      average shares outstanding
            
            
            15,190,896
            
            
            
            100,000




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




F-2


Exmovere
Holdings, Inc. Statement
of Shareholders' Equity
 From Inception to December 31,
2009




(Deficit)Additional
            
            
            During
      theCommon
      Stock
            
            
            Paid
      In
            
            
            DevelopmentShares
            
            
            Amount
            
            
            Capital
            
            
            Stage
            
            
            TotalBalance
      at December 18, 2006
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Balance
      at December 31, 2006
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Issuance
      of common stockIssued
      for cash
            
            
            100,000
            
            
            
            100
            
            
            
            -
            
            
            
            
            
            
            
            100Net
      income (loss)
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (21
            )
            
            
            (21
            )Balance
      at December 31, 2007
            
            
            100,000
            
            
            
            100
            
            
            
            -
            
            
            
            (21
            )
            
            
            79Net
      income (loss)
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (4,754
            )
            
            
            (4,754
            )Balance
      at December 31, 2008
            
            
            100,000
            
            
            
            100
            
            
            
            -
            
            
            
            (4,775
            )
            
            
            (4,675
            )Issuance
      of common stockIssued
      for technology licenses
            
            
            15,003,000
            
            
            
            15,003
            
            
            
            22,489,497
            
            
            
            
            
            
            
            22,504,500Issued
      for cash-1st quarter
            
            
            51,134
            
            
            
            51
            
            
            
            76,650
            
            
            
            
            
            
            
            76,701Issued
      for cash-2nd quarter
            
            
            80,408
            
            
            
            81
            
            
            
            135,552
            
            
            
            
            
            
            
            135,633Issued
      for cash-3rd quarter
            
            
            137,881
            
            
            
            138
            
            
            
            429,777
            
            
            
            
            
            
            
            429,915Issued
      for cash-4th quarter
            
            
            102,393
            
            
            
            102
            
            
            
            349,258
            
            
            
            
            
            
            
            349,360Issued
      for technology licenses - 4th quarter
            
            
            200,000
            
            
            
            200
            
            
            
            699,800
            
            
            
            
            
            
            
            700,000Net
      income (loss)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (510,203
            )
            
            
            (510,203
            )Balance
      at Dec 31, 2009
            
            
            15,674,816
            
            
            $
            15,675
            
            
            $
            24,180,534
            
            
            $
            (514,978
            )
            
            $
            23,681,231





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




F-3





Exmovere
Holdings, Inc. Statements
of Cash Flows For
the years ended December 31, 2009 and 2008 and
for the period from Inception to December 31,
2009









From
      InceptionYears
      Ended December 31,
            
            
            to
      Dec. 31,2009
            
            
            2008
            
            
            2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Income (loss) for the period
            
            $
            (510,203
            )
            
            $
            (4,754
            )
            
            $
            (514,978
            )Increase
      (Decrease) in Accounts Payable
            
            
            4,818
            
            
            
            183
            
            
            
            5,001Increase
      (Decrease) in Due to Shareholders
            
            
            (4,571
            )
            
            
            -
            
            
            
            (4,571
            )Net
      Cash Used on Operating Activities
            
            
            (509,956
            )
            
            
            (4,571
            )
            
            
            (514,548
            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from sale of Common Shares
            
            
            991,609
            
            
            
            -
            
            
            
            991,709Proceeds
      from shareholder loan
            
            
            -
            
            
            
            4,571
            
            
            
            4,571Net
      Cash Provided by Financing Activities
            
            
            991,609
            
            
            
            4,571
            
            
            
            996,280CASHFLOWS
      FROM INVESTING ACTIVITIESCash
      paid to acquire Sensatex License
            
            
            (
      5,000
            )
            
            
            -
            
            
            
            (5,000
            )Net
      Increase (decrease) in cash and cash equivalents
            
            
            476,653
            
            
            
            -
            
            
            
            476,732Cash
      and Cash Equivalents at Beginning of Period
            
            
            79
            
            
            
            79
            
            
            
            -Cash
      and Cash Equivalents at end of Period
            
            $
            476,732
            
            
            $
            79
            
            
            $
            476,732Supplemental
      Disclosure of Non-Cash ItemsCommon
      stock issued for Exmo Licenses
            
            $
            22,504,500
            
            
            $
            -
            
            
            $
            22,504,500Common
      stock issued for Sensatex License
            
            
            700,000
            
            
            
            -
            
            
            
            700,000


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





F-4




Exmovere
Holdings, Inc.




Notes
to Financial Statements


December
31, 2009 and December 31, 2008




1.
            Business
      Activities and Related Risks





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 revenues or significant cash flows from
operations.





The
Company plans to acquire, develop and market biosensor and emotion detection
technologies and to integrate existing, profitable businesses, with a focus on
healthcare, security, and transportation.





Going
Concern


The
Company has incurred net losses aggregating $514,978 since inception and has had
no revenues since inception.   These factors, amongst others, raise
substantial doubt about the Company’s ability to continue as a going
concern.





There can
be no assurance that sufficient funds required during the next year or
thereafter will be generated from operations or that funds will be available
from external sources such as debt or equity financings or other potential
sources. The lack of additional capital resulting from the inability to generate
cash flow from operations or to raise capital from external sources would force
the Company to substantially curtail or cease operations and would, therefore,
have a material adverse effect on its business. Further, there can be no
assurance that any such required funds, if available, will be available on
attractive terms or that they will not have a significant dilutive effect on the
Company’s existing stockholders.


The
accompanying financial statements do not include any adjustments related to the
recoverability or classification of asset carrying amounts or the amounts and
classification of liabilities that may result should the Company be unable to
continue as a going concern.





The
Company’s continuation as a going concern is dependent on major shareholder
funding and/or the Company developing revenue streams from technology licenses
it holds.





2.
            Summary
      of Significant Accounting Policies





Principles
of Consolidation and Basis of Presentation


The
accompanying financial statements include the accounts and transactions of
Exmovere Holdings, Inc. and its wholly owned
subsidiaries.  Intercompany transactions and balances have been
eliminated in consolidation.





Management
determined that the Company is a development stage as defined in Statement of
Financial Accounting Standards No. 7, “Accounting and Reporting by Development
Stage Enterprises”. Consequently, the Company has presented these financial
statements in accordance with that Statement, including losses incurred from
December 18, 2006 (inception) to December 31, 2009.





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.





F-5





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


The
Company follows the provisions of FASB Accounting Standards Codification 718,
“Compensation — Stock Compensation” (ASC 718), previously referred to as
Statement of Financial Accounting Standards No. 123R, “Share-Based
Payment”.  Additionally, we accounted for restricted stock awards
granted using the measurement and recognition provisions of ASC 718. We measure
the fair value of the restricted stock awards on the grant date and recognize
them in earnings over the requisite service period for each separately vesting
portion of the award.





The
Company determines the value of stock options utilizing the Black-Scholes
option-pricing model. Compensation costs for share-based awards with pro rata
vesting are allocated to periods on a straight-line basis.





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





Income
Taxes


The
Company accounts for income taxes in accordance with FASB Accounting Standards
Codification 740, “Income Taxes” (ASC 740), previously referred to as Statement
of Financial Accounting Standards No. 109, “Accounting for Income Taxes,”
and Financial Accounting Standard Board Interpretation No. 48, “Accounting
for Uncertainty in Income Taxes.” Under ASC 740, we recognize deferred tax
assets and liabilities for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax basis. We measure deferred tax assets
and liabilities using enacted tax rates expected to apply to taxable income in
the years in which we expect those temporary differences to be recovered or
settled. We record valuation allowances to reduce our deferred tax assets to the
amount expected to be realized by considering all available positive and
negative evidence.





Pursuant
to ASC 740, we must consider all positive and negative evidence regarding the
realization of deferred tax assets, including past operating results and future
sources of taxable income. Under the provisions of ASC 740-10, we
determined that our net deferred tax asset needed to be fully reserved given our
development stage and recent earnings.
 
 In June
2006, the Financial Accounting Standards Board issued Interpretation No. 48
(FIN 48), Accounting for Uncertainty in Income Taxes, also included in ASC
740. The Interpretation clarifies the accounting for uncertainty in income taxes
recognized in an enterprise’s financial statements and prescribes a recognition
threshold and measurement attributes of income tax positions taken or expected
to be taken on a tax return. Under FIN 48, the impact of an uncertain tax
position taken or expected to be taken on an income tax return must be
recognized in the financial statements at the largest amount that is
more-likely-than-not to be sustained upon audit by the relevant taxing
authority. An uncertain income tax position will not be recognized in the
financial statements unless it is more likely than not of being
sustained.





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 years ended
December 31, 2009 and 2008, the Company did not have any potentially dilutive
shares issued or outstanding.





Research
and Development


Research
and development expenditures are charged to operations as incurred.





Goodwill
and Purchased Intangible Assets


Goodwill
and identifiable intangible assets are accounted for in accordance with FASB
Accounting Standards Codification 350, “Intangibles — Goodwill and Other”
(ASC 350), previously referred to as Statement of Financial Accounting Standards
No. 142, “Goodwill and Other Intangible Assets.” Under this standard, we
assess the impairment of goodwill and identifiable intangible assets at least
annually and whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. The first step in the assessment is the
estimation of fair value. If step one indicates that impairment potentially
exists, we perform the second step to measure the amount of impairment, if any.
Goodwill and identifiable intangible asset impairment exists when the estimated
fair value is less than its carrying value.
 
 F-6





Concentration
of Credit Risk


Financial
instruments that potentially subject the Company to concentrations of credit
risk consist principally of cash in banks and trade receivables.  The
Company manages this risk by maintaining all deposits in high quality financial
institutions and periodically performing evaluations of the relative credit
standing of the financial institutions that are considered in the Company’s
investment strategy. The Company grants unsecured credit to its customers during
the normal course of business and performs ongoing credit evaluations of its
customers to minimize any potential loss.





Fair
Value of Financial Instruments


The
Company’s financial instruments consist primarily of cash and cash equivalents
and accounts payable. Management believes that the carrying values of these
assets and liabilities are representative of their respective fair values based
on their short-term nature.





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.





New
Accounting Pronouncements


In
December 2007, the Financial Accounting Standards Board issued FASB Accounting
Standards Codification 805, “Business Combinations” (ASC 805), previously
referred to as Statement of Financial Accounting Standards No. 141R
“Business Combinations.” ASC 805 will require, among other things, the expensing
of direct transaction costs, in process research and development to be
capitalized, certain contingent assets and liabilities to be recognized at fair
value and earn-out arrangements may be required to be measured at fair value
recognized each period in earnings. In addition, certain material adjustments
will be required to be made to purchase accounting entries at the initial
acquisition date and will cause revisions to previously issued financial
information in subsequent filings. ASC 805 is effective for transactions
occurring after the beginning of the first annual reporting period beginning on
or after December 15, 2008 and may have a material impact on our
consolidated financial position, results from operations and cash flows should
we enter into a material business combination after the standards effective
date.





In
March 2008, the Financial Accounting Standards Board issued FASB Accounting
Standards Codification 815, “Derivatives and Hedging” (ASC 815), previously
referred to as Statement of Financial Accounting Standards No. 161,
“Disclosures about Derivative Instruments and Hedging Activities — An
Amendment to SFAS 133” (SFAS 161). SFAS 161 applies to all
derivative instruments accounted for under ASC 815 and requires entities to
provide greater transparency on how and why entities use derivative instruments,
how derivative instruments are accounted for under ASC 815, and the effect the
derivative instruments may have on the results of operations and cash flows. ASC
815 is effective for fiscal years and interim periods beginning after
November 15, 2008. Since ASC 815 only applies to disclosures it has not had
a material impact on our consolidated financial position, results from
operations, and cash flows.





In June
2009, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 167, “Amendments to FASB Interpretation
No. 46(R)” (SFAS 167). SFAS 167 addresses the effects of
eliminating the qualifying special-purpose entity (QSPE) concept from Statement
of Financial Accounting Standards No. 140, “Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities” and addresses
certain key provisions of FIN 46(R), including transparency of enterprises’
involvement with variable interest entities (VIEs). SFAS 167 is effective
for fiscal years beginning after November 15, 2009 and interim periods
within those fiscal years. We do not believe the adoption of SFAS 167 will have
a material impact on our consolidated financial position, results from
operations, and cash flows.





F-7




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 for the Technology
Licenses (Note5).





During
the year ended December 31, 2009, the Company sold 371,816 common shares under a
Rule 506 offering for total proceeds of $ 991,609.





During
December 2009, the Company acquired the License Rights to a new technology from
Sensatex by payment of $5,000 cash and the issuance of 200,000 shares of common
stock.  During the time period surrounding the acquisition of the
License Rights, the Company sold common shares for cash to third party investors
at $3.50 per share. Accordingly, the Company valued the shares issued for the
license at $3.50 per share, and recorded the license at $705,000 ($5,000 cash
plus $700,000 in common stock issued).





At
December 31, 2009 the Company had 15,674,816 shares of common stock issued and
outstanding. The Company had 100,000 shares of common stock issued and
outstanding at December 31, 2008.





At
December 31, 2009 and 2008, there are no options or warrants outstanding to
purchase shares of the Company’s common stock.




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.
 In conjunction with the Common Stock Purchase Agreement with BT2
International, Inc. and Belmont Partners, LLC (Note 5), Belmont Partners, LLC
agreed to absorb this loan as part of the purchase price, and accordingly, the
Company wrote the advances off.





5.
            Purchase
      of Technology Licenses


Exmo
Licenses
  In
December of 2008, David Bychkov entered into an agreement with Robert Doornick
and Cheyenne Crow, which provided for the distribution of shares to Messrs.
Doornick and Crow in exchange for their work in the development of the Exmo
Technology (as defined below) in the event the Exmo Technology was ever sold or
licensed to a public company. On January 28, 2009, the Company entered into a
stock purchase agreement (the “Agreement”) with its then owner, Belmont
Partners, LLC (“Belmont”) and the purchaser, BT2 International, Inc. (“BT2
International”) whereby BT2 International acquired a total of 100,000 shares of
the issued common stock of the Company from Belmont in exchange for cash and a
three percent common stock interest in the Company after taking into account the
purchase of the Exmo Licenses. At or around the same time, the Company entered
into a purchase agreement with BT2 International and David Bychkov to acquire
licenses to the Exmo Technology (the “Exmo Licenses”) in exchange for the
transfer of 15,003,000 shares. Belmont, BT2 International and David Bychkov were
unrelated parties prior to these agreements.
  F-8
 On the
date of the Agreement, a newly elected Board of Directors approved a) the
issuance of an additional 15,003,000 common shares, making the total outstanding
shares 15,103,000 and b) the purchase of the Exmo Licenses from BT2
International and David Bychkov.  Belmont received 453,000 of the
newly issued shares of the Company pursuant to the terms of the Agreement, which
required Belmont to receive a three percent (3%) interest in the Company after
the purchase of the Exmo Licenses (in the Agreement this was described as the 3%
post Vend-in of IP interest).  The 15,003,000 shares were distributed
as follows; 13,010,000 common shares to BT2 International, David Bychkov,
Cheyenne Crow and Robert Doornick, 1,540,000 to other individuals, and 453,000
to Belmont Partners to complete the terms of the Agreement.  This
acquisition provides the Company with the exclusive world rights to the
technologies developed by David Bychkov, Exmovere LLC, Exmocare LLC, Exmogate
LLC and others 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 (Items 1 – 6 above being collectively
described as the “Exmo Technology”).  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.
  In
evaluating the series of transactions described above, the Company determined
that the series of agreements should be considered as occurring simultaneously
and necessary to facilitate the acquisition of the technology licenses, which
represented the intent of the parties involved.  Accordingly, the
Company accounted for the acquisition of the technology licenses in accordance
with ASC 350, Intangibles-Goodwill and
Other (formerly SFAS No. 142), which addresses how intangible assets that
are acquired individually or with a group of other assets (but not those
acquired in a business combination) should be accounted for in financial
statements upon their acquisition. ASC 350 states that intangible assets
acquired individually or as a part of a group of assets should be recorded at
fair value.  The Company determined the fair value of the technology
licenses based on the price common shares were sold to third party investors for
a reasonable time period surrounding the technology license acquisition. During
this period, shares were sold to third party accredited investors at $1.50 per
share. Accordingly, the Company recorded the technology licenses at $22,504,500,
based on 15,003,000 shares issued at a $1.50 per share.





Sensatex
Licenses





On
December 10, 2009, Exmovere Holdings, Inc. (the “Company”) and Sensatex, Inc.,
(“Sensatex”) a Delaware corporation entered into a Technology License Agreement
(the “Agreement”).  The Company issued 200,000 shares of common stock and
paid a one-time nonrefundable technology license fee of $5,000 for the rights
and licenses granted pursuant to the Agreement. The Company has agreed to pay
Sensatex a royalty equal to: (a) five percent of gross revenues from the entire
Exmobaby system if the Company reaches between two and five million dollars in
gross revenue; and (b) four percent of gross revenues earned from the Licensed
Subject Matter (as defined in the Agreement). Furthermore, at any time during
the first 24 months of the Agreement, the Company may, by giving written
notice no later than thirty days before the expiration of the 24 month period,
elect to purchase all, but not less than all of the assets of Sensatex at a
purchase price equal to $1,000,000.




Pursuant
to the Agreement, Sensatex has granted to the Company a revocable, exclusive,
worldwide right and license under Licensed Subject Matter to manufacture, have
manufactured, use, offer to sell, sell and develop the Licensed Subject Matter
to work with the Company’s Exmobaby product in the Licensed Field (as defined in
the Agreement). In addition, if the Company fails to commercialize the
technology or to begin making royalty payments to Sensatex within (18) months of
the Effective Date (as defined in the Agreement), the exclusive worldwide right
granted by Sensatex shall be immediately revoked and the Company shall maintain
only a non-exclusive right to the Licensed Subject Matter.  Sensatex shall
own all right, title and interest in the Licensed Subject Matter. The Company
shall own all right title and interest in Technology (as defined in the
Agreement) developed made or otherwise created solely by employees and
consultants of the Company. Sensatex and the Company shall jointly own all
right, title and interest in Technology developed, made or otherwise created
jointly by employees and consultants of Sensatex and the Company.




The
Company accounted for the acquisition of the technology licenses in accordance
with ASC 350, Intangibles-Goodwill and
Other (formerly SFAS No. 142). The Company determined the fair value of
the technology licenses based on the price common shares were sold to third
party investors for a reasonable time period surrounding the technology license
acquisition. During the time period surrounding the acquisition of the License
Rights, the Company sold common shares for cash to third party investors at
$3.50 per share. Accordingly, the Company valued the shares issued for the
license at $3.50 per share, and recorded the license at $705,000 ($5,000 cash
plus $700,000 in common stock issued).





F-9




6.
            Intangible
      Assets





ASC 350
requires, among other things, that companies no longer amortize goodwill or
intangible assets, but instead test goodwill and intangible assets for
impairment at least annually.  In addition, AC 350 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 ASC
350.





Information
about intangible assets owned by the Company at December 31, 2009 and 2008 is
described below:




Intangible
      Asset
            
            December
      31, 2009
            
            
            December31, 2008
            
            Amortization
      PeriodExmo
      Licenses
            
            $
            22,504,500
            
            
            $
            0
            
            IndefiniteSensatex
      Licenses
            
            
            705,000
            
            
            $
            0
            
            IndefiniteTotal
            
            $
            23,204,500
            
            
            $
            0





At
December 31, 2009, the Company determined that no impairment
existed.





7.
            Income
      Taxes





Deferred
income taxes are provided for the tax effects of temporary differences in the
reporting of income for financial statement and income tax reporting purposes
and arise principally from net operating loss carry-forwards, accrued expenses
and basis differences in fixed assets.





The
Company’s effective tax rate differs from the Federal statutory rates due to the
valuation allowance recorded for the unused net operating loss carry-forwards
deferred tax asset. The company has operating losses aggregating approximately
$515,000, which can be used to reduce future taxable income. Pursuant to ASC
740, we must consider all positive and negative evidence regarding the
realization of deferred tax assets, including past operating results and future
sources of taxable income. Under the provisions of ASC 740, we determined that
the entire net deferred tax asset needed to be reserved given recent losses. The
total valuation allowance at December 31, 2009 and 2008 was $515,000 and $4,754,
respectively.





We have
adopted the provisions of FIN 48, now under ASC 740. Under ASC 740, the
impact of an uncertain tax position taken or expected to be taken on an income
tax return must be recognized in the financial statements at the largest amount
that is more-likely-than-not to be sustained upon audit by the relevant taxing
authority. An uncertain income tax position will not be recognized in the
financial statements unless it is more likely than not of being
sustained.


8.
            Contingencies





Legal
Proceedings





From time
to time, the Company is named in legal actions in the normal course of business.
In the opinion of management, the outcome of these matters, if any, will not
have a material impact on the financial condition or results of operations of
the Company.




9.
            Subsequent
      Events





Horizon
Default Notice


The
Company delivered written notice of monetary default to Horizon on February 22,
2010 (the “Default Notice”).  Pursuant to the Agreement, Horizon was
required to make an initial payment of $150,000 to Exmovere on December 31, 2009
(the “First Payment”).  Horizon failed to make the First Payment and
also failed to make two subsequent payments and currently owes Exmovere
$520,000.  After receipt of the Default Notice, without Exmovere
knowledge or consent, Horizon issued a press release on February 24, 2010
stating that it had cancelled the Agreement and failing to disclose the
default.  Pursuant to the Agreement, Exmovere was required to give
Horizon until March 2, 2010 to cure the default.  Horizon has not
cured the default.





F-10





Exmovere
will pursue all legal remedies granted to it by law and the Agreement after it
makes a determination as to Horizon’s ability to pay any judgment the Company
may be granted.





At
December 31, 2009, the Company had a valuation allowance equal to the initial
payment.





Clinica
      of Virginia, LLC


On April
26, 2010, Exmovere Holdings, Inc. (the “Company”) formed a wholly owned
subsidiary called Clinica of Virginia, LLC, a Virginia limited liability company
(“Clinica”). The Company’s formation of Clinica is an important component in the
Company’s ultimate objective of providing affordable, high quality treatment of
non-life threatening ailments to individuals and increasing shareholder value by
purchasing the assets, including without limitation, fixed assets, established
clientele and other goodwill, of existing successful clinical facilities
throughout the United States. Clinica will own healthcare clinics in the state
of Virginia. In Virginia, Clinica will contract with physicians as independent
contractors in a supervisory role in accordance with Virginia law. The Company
has entered into a Letter of Intent with regard to the purchase of the assets of
one clinic in Fairfax, Virginia and is currently conducting a due diligence
review of the target.




F-11