SECURITIES AND EXCHANGE COMMISSION
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	EXMOVERE HOLDINGS, INC.
	(Exact Name of Registrant in its Charter)

 

Delaware				20-8024018
(State or other Jurisdiction of Incorporation)		(Primary Standard Classification Code)		(IRS Employer Identification No.)

Springs Law Firm PLLC

7437 Willesden Lane

Charlotte, NC 28277

Tel. No.: (704) 241-9995

 Fax No.: (704) 708-4101

vsprings@springslawfirm.com

 

 

 

 

 

 

 

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	þ

 

Title of Each Class Of Securities to be Registered		Amount to be Registered				Proposed Maximum Aggregate Offering Price per share				Proposed Maximum Aggregate Offering Price				Amount of Registration fee
Common Stock, $0.001 par value per share			1,140,407			$	3.50			$	3,991,424.50			$	284.59

 

 

 

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	PAGE
Prospectus Summary	1
Summary of Financial Information	4
Risk Factors	5
Use of Proceeds	1 2
Determination of Offering Price	1 3
Dilution	1 3
Selling Shareholders	1 3
Plan of Distribution	1 5
Description of Securities to be Registered	1 6
Interests of Named Experts and Counsel	1 7
Description of Business	1 7
Description of Property	29
Legal Proceedings	29
Market for Common Equity and Related Stockholder Matters	29
Index to the Financial Statements	31
Management Discussion and Analysis of Financial Condition and Financial Results	32
Plan of Operations	32
Executive Compensation	37
Security Ownership of Certain Beneficial Owners and Management	38
Transactions with Related Persons, Promoters and Certain Control Persons	38
Disclosure of Commission Position on Indemnification of Securities Act Liabilities	38
Other Expenses of Issuance and Distribution	41
Indemnification of Directors and Officers	41
Recent Sales of Unregistered Securities	41
Exhibits and Financial Statement Schedules	45

 

 

Our Corporate History

 

 

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 transfer of technology licenses (the “Exmo Licenses”) owned by BT2 International to the Company.  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 Licenses (in the Stock Purchase Agreement this was described as the 3% post Vend-in of IP interest).  In exchange for the Exmo Licenses, the Company simultaneously, issued an aggregate of 13,010,000 common shares to BT2 International, David Bychkov, Cheyenne Crow and 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 and/or indirectly less than 5% of the Company.

 

Our Business Goals

 

 

Our Products

 

 

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 the skin response 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 a 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 will be a brand of garments for infants that will use biosensor technology to allow parents to monitor their infant’s vital signs from another location.

 

 

Exmovere’s Chariot (“Chariot”) is a self-balancing 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.

 

Costs to Develop and/or Market our Products

 

The Company is not going to attempt to market each of its products at this time due to capital limitations.  Therefore, the marketing and/or development of the Steering Wheel and the Exmovere Mouse will be delayed until the Company can generate revenue from its other products or business.  The Company expects that it will need at least two million dollars to manufacture and market the Telepath and Empath. The Company estimates that the marketing of the Exmogate Turnstile will cost at least one million dollars and it will cost at least two million dollars to develop the Chariot into a consumer ready product in compliance with all applicable regulations.  The Company estimates a cost of at least one million dollars to develop Exmobaby inventory and market it to retailers.  Although the Exmovere Mouse and the Steering Wheel are not in the Company’s marketing plans for the next year, the Company estimates that it would cost an additional three million dollars to develop or market those products.  The Company anticipates needing up to 2.8 million dollars for advertising costs.

 

Risks Associated with Our Business

 

Our business is subject to numerous risks, as more fully described in the section entitled “Risk Factors.” We are a development stage company and we have limited operating history for investors to evaluate the potential of our business development.  We may be unable for many reasons, including those that are beyond our control, to implement our current business strategy. We are dependent on our success in either obtaining a FDA 510k regulatory exemption or obtaining the regulatory clearances to market our products in major markets. In the event that the completion of the testing required for FDA approval is delayed or the FDA requires additional testing to be conducted, the time for filing the application and for getting the FDA’s response or clearance would be delayed. Also, in the event that the FDA requires us to file a pre-market approval, or PMA, a more detailed process for obtaining marketing approvals, the time until we may market our products in the United States would be further delayed. We may also be subject to other rules and regulations, such as state and federal health care regulations, federal contracting rules and foreign laws.

Moreover, we have not generated any revenue.  We cannot give you any assurance that any of our research and development will be completed or that we will obtain the necessary resources to market our products.

 

 

Where You Can Find Us

 

 

Common stock offered by selling security holders		1,140,407 shares of common stock. This number represents approximately 7.27% of our current outstanding common stock (1).
Common stock outstanding before the offering		15,675,998 common shares as of December 31 , 2009.
Common stock outstanding after the offering		15,675,998 shares.
Terms of the Offering		The selling security holders will determine when and how they will sell the common stock offered in this prospectus.
Termination of the Offering		The offering will conclude upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) such time as all of the common stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act, or any other rule of similar effect.
Use of proceeds		We are not selling any shares of the common stock covered by this prospectus.
Risk Factors		The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 5.

 

(1)	Based on 15,675,998 shares of common stock outstanding as of December 31, 2009.

 

		For the nine				For the nine				For the Year				From Inception
		Months Ended				Months Ended				Ended				Through
		September 30,				September 30,				December 31,				December 30,
		2009				2008				2008				2007
		(unaudited)				(unaudited)
REVENUE		$	-			$	-			$	--			$	-
TOTAL OPERATING EXPENSES			317,020				3,517				4,754				21
LOSS FROM OPERATIONS			(317,020	)			(3,517	)			(4,754	)			(21	)
TOTAL OTHER INCOME (EXPENSES)			4,754				-				--				-
NET LOSS		$	(312,266	)		$	(3,517	)		$	(4,754	)		$	(21	)
NET LOSS PER COMMON SHARE – BASIC AND DILUTIVE		$	(0.02	)		$	(0.00	)		$	(0.05	)		$	(0.00	)
Weighted Average Number of Shares			12,840,506				100,000				100,000				79,167

		As of				As of				As of
		September 30,				December 31,				December 31,
		2009				2008				2007
		(unaudited)
TOTAL CURRENT ASSETS		$	328,313			$	79			$	79
TOTAL ASSETS			22,832,818				79				79
TOTAL LIABILITIES			13,013				4,754				4,571
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)			22,819,805				(4,675	)			79
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)		$	22,832,818			$	79			$	79

 

 

 

 

 

 

 

·

Increase awareness of our brand name;

 

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Develop effective business plan;

 

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Meet customer standard;

 

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Implement advertising and marketing plan;

 

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Attain customer loyalty;

 

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Maintain current strategic relationships and develop new strategic relationships;

 

·

Respond effectively to competitive pressures;

 

·

Continue to develop and upgrade our service; and

 

·

Attract, retain and motivate qualified personnel.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

POTENTIAL FUTURE DELAYS IN PRODUCT MARKETING DUE TO STRINGENT GOVERNMENT REGULATION.

 

Unless the Company’s products are considered exempt from Section 510k of the FDA Modernization Act of 1997 (the FDAMA) (Pub. L. 105-115), which amended the device provisions of the Federal Food, Drug, and Cosmetic Act (the “Act”), the Company's products may be subject to extensive regulation by the U.S. Food and Drug Administration (the "FDA") and, in some jurisdictions, by state and foreign governmental authorities.  The Company expects that its products will fit under a FDA regulatory exemption but there is no guarantee the Company will qualify for such exemption and even exempt products are required to be registered with the FDA.  In particular, the Company may be required to obtain specific clearance or approval from the FDA before it can market new products or certain modified products in the U.S.  The Company's ability to market such products is subject to the availability of funds.  The testing on humans of the Company's devices, and the sale of such devices, are subject to federal and possibly other regulation. Such regulatory processes may be expected to result in delay and additional expense in the future in connection with testing and sale of products for which the Company has not received PMA or 510(k) premarket clearance, modifying existing products and developing future product applications.  The Company also has to comply with Good Manufacturing Practices, which require that the Company manufacture its products and maintain its records in a prescribed manner with respect to manufacturing product applications. There is no assurance that all required clearances or approvals for sale of the Company's devices in the U.S. will be obtained. The process of obtaining 510(k) clearances or PMA can be time consuming and expensive, and there can be no assurance that all clearances or approvals sought by the Company will be granted or that FDA review will not involve delays that would adversely affect the marketing and sale of the Company's products. The Company is required to adhere to applicable regulations setting forth current, testing and control activities. In addition, the Company is required to comply with FDA requirements for labeling and promotion of its products. Failure to comply with applicable federal, state or foreign laws or regulations could subject the Company to enforcement action, including product seizures, recalls, withdrawal of clearances or approvals, and civil and criminal penalties, any one or more of which would have a material adverse effect on the Company. Medical device laws and regulations with similar substantive and enforcement provisions are also in effect in many of the foreign countries where the Company may eventually do business. Federal, state and foreign laws and regulations regarding the manufacture and sale of medical devices are subject to future changes. No assurance can be given that such changes will not have a material adverse effect on the Company.

 

We may decide to market some of our products in Europe.  In the 25 member states of the European Union (EU), there is a consolidated system for the authorization of medical devices. The system of regulating medical devices operates by way of a certification for each medical device. Each certificated device is marked with a CE mark which shows that the device has a Certificat de Conformité. There are National Bodies, also known as Competent Authorities, in each member state that oversee the implementation of the EU Medical Device Directive within their jurisdiction. The means for achieving the requirements for a CE mark vary according to the nature of the device. Under the requirements of EU member states, our product may be required to be assessed by a Notified Body. If a Notified Body of one member state has issued a Certificat de Conformité, the device can be sold throughout the European Union without further conformance tests being required in other member states.   Even if we receive the necessary approval for marketing our products in Europe, we must continue to comply with the EU’s regulations and directives. Our failure to comply with such regulations could lead to the imposition of injunctions, suspensions or loss of regulatory clearances or approvals, product recalls, termination of distribution, product seizures or civil penalties. In the most egregious cases, criminal sanctions or closure of our manufacturing facilities are possible.

 

We may also be subject to regulation by the U.S. Consumer Product Safety Commission which regulates children’s sleepwear and other apparel manufactured from biosensor-enabled fabrics. The Federal Trade Commission (FTC) may also have regulations that affect the labeling of the Exmobaby garments with regard to fabric content and care labeling.  Failure to comply with these regulations may result in civil money penalties, recalls and harm to consumers.

 

IF WE PURSUE OUR GOAL OF ACQUIRING HEALTH CARE FACILITIES, WE MAY BE SUBJECT TO FEDERAL, STATE AND FOREIGN HEALTHCARE FRAUD AND ABUSE LAWS AND REGULATIONS AND OTHER REGULATORY REFORMS, AND A FINDING OF FAILURE TO COMPLY WITH SUCH LAWS, REGULATIONS AND REFORMS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.

 

Our operations may be directly or indirectly affected by various broad Federal and state healthcare fraud and abuse laws. These include the Federal anti-kickback statute, which prohibits any person from knowingly and willfully offering, paying, soliciting or receiving remuneration, directly or indirectly, in return for or to induce the referring, ordering, leasing, purchasing or arranging for or recommending the ordering, purchasing or leasing of an item or service, for which payment may be made under Federal healthcare programs, such as the Medicare and Medicaid programs. The Federal anti-kickback statute is very broad in scope, and many of its provisions have not been uniformly or definitively interpreted by existing case law or regulations. In addition, many states have adopted laws similar to the Federal anti-kickback statute, and some of these laws are broader than that statute in that their prohibitions are not limited to items or services paid for by a Federal healthcare program but, instead, apply regardless of the source of payment. While we never have had any such relationships, in the event that we enter into financial relationships with healthcare providers and others who provide products or services to Federal healthcare program beneficiaries or who are in a position directly or indirectly to recommend or arrange for use of our product, we will potentially be governed by the Federal anti-kickback statute and similar state laws. If our future operations are found to be in violation of these laws, we or our officers individually may be subject to civil or criminal penalties, including large monetary penalties, damages, fines, imprisonment and exclusion from Medicare and Medicaid program participation.

 

In addition, if we sell our products to federal government agencies, we will have to comply with the Federal Acquisition Regulations (FAR). This system consists of sets of regulations issued by agencies of the Federal government of the United States to govern what is called the "acquisition process," which is the process through which the government purchases goods and services. That process consists of three phases: (1) need recognition and acquisition planning, (2) contract formation, and (3) contract administration. The FAR System regulates the activities of government personnel in carrying out that process.  If our activities were found to violate Federal or state false claims provisions, it could have a material adverse effect on our business and results of operations.

 

We could also be subject to investigation and enforcement activity under Title II of the Health Insurance Portability and Accountability Act of 1996, or HIPAA, which created a new Federal healthcare fraud statute that prohibits knowingly and willfully executing a scheme to defraud any healthcare benefit program, including private payors. A violation of this statute is a felony and could result in fines, imprisonment or exclusion from government-sponsored programs.

 

In the United States, there have been a number of legislative and regulatory proposals to change the healthcare system in ways that could impact our ability to sell our products profitably. Federal and state lawmakers regularly propose and, at times, enact new legislation establishing significant changes in the healthcare system. We cannot predict whether new Federal legislation will be enacted in the future or the full impact that any such new legislation will have on our business. The potential for adoption of healthcare reform proposals on a state-by-state basis could require us to develop state-specific marketing and sales approaches. In addition, we may experience pricing pressures in connection with the sale of our products due to additional legislative proposals or healthcare reform initiatives. Our results of operations and our business could be adversely affected by future healthcare reforms.

 

OUR PRODUCTS MAY IN THE FUTURE BE SUBJECT TO PRODUCT RECALLS THAT COULD HARM OUR REPUTATION, BUSINESS AND FINANCIAL RESULTS.

 

The FDA, FTC and similar foreign governmental authorities have the authority to require the recall of commercialized products in the event of material deficiencies or defects in design or manufacture. In the case of the FDA, the authority to require a recall must be based on an FDA finding that there is a reasonable probability that the device would cause serious adverse health consequences or death. In addition, foreign governmental bodies have the authority to require the recall of our products in the event of material deficiencies or defects in design or manufacture. Manufacturers may, under their own initiative, recall a product if any material deficiency in a device is found. A government-mandated or voluntary recall by us or one of our distributors could occur as a result of component failures, manufacturing errors, design or labeling defects or other deficiencies and issues. Recalls of any of our products would divert managerial and financial resources, and have an adverse effect on our financial condition and results of operations.

 

ONCE PRODUCTS SALES OCCUR THERE IS A FUTURE RISK OF MATERIAL ADVERSE EFFECT OF ANY PRODUCT LIABILITY CLAIMS.

 

Although the Company carries product liability insurance, there is no assurance that the Company will not be subjected to substantial claims based upon alleged injurious effects from the use of its devices and that its product liability insurance will be maintained, will be available on commercially reasonable rates or in adequate amounts, if at all, or will be adequate to cover any claim made. If the Company does not or cannot maintain its existing or comparable liability insurance, its ability to market its products may be significantly impaired. Product liability claims or product recalls in the future, regardless of their ultimate outcome, could result in costly litigation and could have a material adverse effect on the Company's business or reputation or on its ability to attract and retain customers for its products.

 

OUR ABILITY TO PROTECT OUR INTELLECTUAL PROPERTY AND PROPRIETARY TECHNOLOGY THROUGH PATENTS AND OTHER MEANS IS UNCERTAIN.

 

Our success depends significantly on our ability to protect our intellectual property and proprietary technologies. We rely on patent-pending protection, as well as nondisclosure, confidentiality and other contractual restrictions to protect our proprietary technology. These legal means, however, afford only limited protection and may not adequately protect our rights or permit us to gain or keep any competitive advantage. Our provisional pending U.S. patent applications may not issue as patents or may not issue in a form that will be advantageous to us. If we do not receive patents for these applications or do not receive adequate protections, our developments will not have any proprietary protection and other entities will be able to make the products and compete with us. Also, any patents we have obtained or do obtain may be challenged by re-examination, opposition or other administrative proceeding, or may be challenged in litigation, and such challenges could result in a determination that the patent is invalid. In addition, competitors may be able to design alternative methods or devices that avoid infringement of our patents. To the extent our intellectual property protection offers inadequate protection, or is found to be invalid, we are exposed to a greater risk of direct competition. Both the patent application process and the process of managing patent disputes can be time consuming and expensive. Furthermore, the laws of some foreign countries may not protect our intellectual property rights to the same extent as do the laws of the United States.

 

In addition to pursuing patents on our technology, we have taken steps to protect our intellectual property and proprietary technology by entering into confidentiality agreements and intellectual property assignment agreements with our employees, consultants, corporate partners and, when needed, our advisors. Such agreements may not be enforceable or may not provide meaningful protection for our trade secrets or other proprietary information in the event of unauthorized use or disclosure or other breaches of the agreements, and we may not be able to prevent such unauthorized disclosure. Monitoring unauthorized disclosure is difficult, and we do not know whether the steps we have taken to prevent such disclosure are, or will be, adequate. The inability to protect our intellectual property could adversely affect our competitive position and our business operations.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-	has had a material relationship with us other than as a shareholder at any time within the past three years; or
-	has ever been one of our officers or directors or an officer or director of our predecessors or affiliates
-	are broker-dealers or affiliated with broker-dealers.

Cheyenne Crow is an officer and director of the Company and he is selling 4,000 shares only as custodian for four minors under the Virginia Uniform Transfer to Minors Act.

 

 

 

 

-	ordinary brokers transactions, which may include long or short sales,
-	transactions involving cross or block trades on any securities or market where our common stock is trading, market where our common stock is trading,
-	through direct sales to purchasers or sales effected through agents,
-	through transactions in options, swaps or other derivatives (whether exchange listed of otherwise), or exchange listed or otherwise), or
-	any combination of the foregoing.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Exmo Licenses cover all products that are fabricated and manufactured using the designs from the following technology, some of which have patents pending as described below (collectively, the “Exmo Technology”):

 

1.

Bluetooth-transmitting biosensor wristwatch to simultaneously detect and continuously monitor heart rate, heart rate variability, skin conductance, skin temperature, relative movement and other vital signs. (In skin conductance, a device puts an imperceptible electric current across the skin and measures how easily it travels through the skin. For example, when anxiety raises the level of sweat in a sweat duct, conductance increases).

 

2.

Biosensor enhanced steering wheel to simultaneously detect and continuously monitor electrocardiogram (a graphic tracing showing the variations in electric force which trigger the contractions of the heart: it is used in the diagnosis of heart disease), changes in the ability of the skin to conduct electricity caused by an emotional stimulus, such as fright known as “galvanic skin response” or “GSR”, skin temperature and relative movement.

 

3.	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.

 

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 7, 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.

 

PRODUCTS

 

The Company is currently focusing its marketing efforts on the following products; Telepath and Empath wristwatches, the Exmogate Turnstile, the Chariot and the Exmobaby.  The Company plans to turn its attention to the Exmovere Mouse and the Steering Wheel after it has developed a track record with the other products.

 

Telepath and Empath

 

Exmovere owns a Bluetooth biosensor wristwatch that uses infrared sensors to detect heart rate without a chest strap, 3-d accelerometers (tool to provide you with a way to see the acceleration data on your phone) to model human movement, and a variety of metallic sensors to detect skin temperature and GSR. The Telepath model transmits this data via computer or cell phone to online data centers, care givers and/or emergency services. The Empath model is a different biosensor wristwatch that does not transmit the data, but displays and stores it for long periods of time. The Empath will benefit fitness users as well as those who are cognitively able to monitor their own vital signs.

 

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

 

The Company produced an advanced prototype of the Telepath, which was previously sold in limited quantities in evaluation kit form to large medical device companies, cell phone service providers and clinical researchers. The feedback from those users indicates that the eventual Telepath wristwatch is an ideal product for distribution by cell phone service providers. Because of their retail outlets, they have the existing infrastructure necessary to explain the product’s features and to help them configure it for use with their or their loved ones’ cell phones.

 

Cell phone service providers also have the infrastructure needed to process alerts and a complementary financial model, whereby they charge monthly subscription fees.  The Empath could be separately marketed for eventual retail sale. We believe that currently there is no other all-in-one wearable tele-care device that is competitive with our wristwatches.

 

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 March 2010.  We will not be able to engage a suitable contractor to assist with completion of this process until we are able to pay approximately $1 Million.

 

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.

 

PRODUCT / SERVICE DESCRIPTIONS

 

The Empath and Telepath are non-intrusive chronic care, elder care and fitness devices with the following features:

 

1)	All-in-one design monitors all critical vital signs 24/7 from the wrist with absolutely no cables, straps or electrodes.

 

2)	In the case of Telepath, a Bluetooth biosensor wristwatch sends alerts via cell phone or internet.

 

3)	A wristwatch device to detect anxiety, depression and other emotional side effects of drugs.

 

4)	In the case of Telepath, online care giver account has 350 kinds of configuration for alerts by SMS (text), email or instant messaging to guarantee no false alarms.

 

These wristwatches can simultaneously, non-invasively, continuously and accurately detect with infrared and tiny metallic sensors from a fully moving wrist: heart rate, heart rate variability, skin temperature, skin conductance and relative movement.

 

The Exmogate Turnstile

 

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

 

The Exmogate Turnstile design (commercial models have not yet been built) incorporates embedded GSR, skin temperature, pressure and auto-diagnostic sensors, as well as a video camera, sensors to detect infectious biological agents that can cause deadly diseases (biopathogens), a Geiger counter and will incorporate, radar and sonar.  The Exmogate Turnstile will gather and process physiological data almost instantaneously to help security screeners detect hostility. Each Exmogate Turnstile will come with a built-in PC for transmitting and receiving data securely over a local wireless network. A computer operated by the security screener will control all the Exmogate Turnstiles in a certain facility or location.

 

The Exmogate Turnstile is designed to look and perform like a normal subway or building turnstile, and thus we intend to primarily market it through the U.S. General Services Administrations (GSA) schedules, through building security supply catalogs and directly to corporate/agency security directors. According to the GSA, under the GSA Schedules Program, GSA establishes long-term government wide contracts with commercial firms to provide access to over 11 million commercial supplies (products) and services that can be ordered directly from GSA Schedule contractors or through the GSA Advantage!® online shopping and ordering system.  Through the GSA Schedule, all customers, even those in remote locations, could order the Exmogate Turnstile.   There is no guarantee that the Company could get on the GSA Schedule.

 

To become a GSA Schedule contractor, a vendor must first submit an offer in response to the applicable GSA Schedule solicitation. GSA awards contracts to responsible companies offering commercial items, at fair and reasonable prices, that fall within the generic descriptions in the GSA Schedule solicitations. GSA Contracting Officers determine whether prices are fair and reasonable by comparing the prices/discounts that a company offers the government with the prices/discounts that the company offers to commercial customers.

 

PRODUCT STATUS

 

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.

 

PRODUCT / SERVICE DESCRIPTIONS

 

The Exmogate Turnstile is a networked, biosensor-enabled portal device. It is designed to detect hostility, violence and aggression and can be used by security screeners to more accurately filter out crowds.

 

The Chariot

 

The Exmobaby

 

We intend to use Sensatex Technology to design entirely new FDA 510k exempt product for babies.  Biosensor devices will be integrated into the infant’s garments and a wireless transmission box will be set up in the home.  As the child’s conditions or movement changes, text messages (through SMS cell phone technology) or email alerts (through wireless internet connection) will be sent to parents.  The goal will be to provide true peace of mind for new parents.  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.

 

THE OTHER PRODUCTS AND THEIR STATUS

 

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.

 

 

 

 

 

 

 

 

 

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 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.

 

 

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.

 

 

 

 

 

 

 

 

 

 

With regards to Exmobaby, the largest competitors are Baby Sight and CST Baby Care Link.  CST Baby Care Link provides clinicians and parents with innovative Internet supported tools that foster an environment where parents become more active participants in their baby’s care. This program has been successfully utilized for both commercially insured and Medicaid populations.  Baby Sight works with the Apple Iphone.  When the software detects a sound, it calls a telephone number  and allows the user to hear the sound made by the child. Downloading the application to the Iphone has a low monthly retail price.   These tools still require active participation and interaction from parents and other caregivers.

 

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.

 

 

 

 

 

 

 

 

The unique selling proposition of the Exmogate Turnstile is its ability to provide valuable, real-time biological, environmental and psychological data to security screeners around the world. Only the Exmogate Turnstile can non-invasively, unobtrusively and seamlessly monitor crowded bus terminals, subway stations and political rallies for signs of hostility, chemical agents and/or disease.

 

The Chariot is innovative and has an appeal for many different types of consumers.  It is a hands-free concept vehicle that is sensor-activated and the Company believes there is no other product comparable. Unlike other self-balancing vehicles, the Chariot is controlled by subtle movements of the person's lower torso and hips.  Sensors inside the cocoon-like shell of the vehicle predict the intended motion of the person wearing the device. The Chariot does not require any kind of manual dexterity on the part of the person wearing it. Only minimal physical effort is required, and the Chariot allows the person wearing it to reach objects and closely approach them. The upright form of the Chariot permits the person wearing it to make direct eye contact with other people. The device is battery powered and has the capability to travel up to twelve miles per hour. The Company is working on production versions of the Chariot in different forms, and intends to integrate their vital sign sensors, ground clearance and environmental sensors, wireless and cellular connectivity products, as well as a small form and unique options for both military and law enforcement customers.  Exmovere intends to eventually develop a feature of the Chariot that can switch the person wearing it from an upright position to a seated one. The Company is also considering partnering with an automotive manufacturer in order to eventually launch a performance-oriented version of the Chariot.

 

The Exmobaby clothing and apparel will be marketed as playing a significant role in a) providing parents and caregivers with real-time information about the baby’s condition, b) substantially increasing the rate of decline in infant mortality, specifically due to SIDS and accidents, c) giving healthcare and medical care professionals another tool to help care for premature infants, d) delivering peace of mind to working parents that have to use daycare, e) ease the fears of new parents about their baby’s actual condition, f) focusing on region improvement throughout the world and g) developing solutions that use the various wireless cell phone technologies.  Based on infant birth rates and mortality rates, the Company may have a key focus in India and China.

 

 

 

1.	We will license experienced and quality distributors (home health care providers) who have an existing client and patient base. The home health care provider business is growing exponentially with the aging of our population.

 

 

2.

The plan is to engage up to 190 distributors worldwide. Each distributor will pay an upfront fee as part of their license agreement, ranging from $100,000 -$5,000,000 depending on the territory and national Gross Domestic Product. These distributors will then be able to sell their wristwatches, using the same model as the cellular phone industry, whereby the end-user gets their wristwatch and then pays a monthly service fee for monitoring services, online accounts and other benefits.

 

3.	As we’ve noted before, the most interested businesses for our product are foreign health management and healthcare IT companies, including wireless providers. The service that we will provide can potentially lead to a cost savings in the global health care system.

 

 

The pricing for the Exmobaby has not yet been determined.  The Company’s market analysis shows that the product must be cost effective to have the most appeal.  The cost of the product has to be significantly less than the amount of savings it generates by reducing medical costs and anxiety levels.

 

 

 

 

 

 

 

 

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.

 

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.

 

Biofeedback equipment has been approved for relaxation training and muscle reeducation. Biofeedback equipment that is to be marketed for other purposes requires a separate Premarket Notification approval and a prescription legend (www.fda.gov/cdrh/ode/143.html).  Not all manufactures of equipment have gone through the FDA approval process which is relatively simply for devices that are generic in design and purpose to devices already approved. Some consumer groups recommend that all biofeedback equipment manufacturers go through the FDA Premarket Notification/approval process and thus reduce their own legal risk, help ensure that the public is protected, and to help practitioners in ensuring that the equipment they purchase is in fact considered to be safe and effective by the FDA. Legally, the selling of a device classified by the FDA as a Class II Medical Device without meeting their requirements is a violation of law. Violation of existing law is also an ethical violation.

 

If biofeedback is being communicated at great distances using telephone lines and/or satellite system connections, manufacturers must ensure that they are in compliance with both the laws of the state in which they operate and in the state(s) in which the client who is receiving services is located. In addition, they must take extra precautions to ensure that client confidentiality is not compromised by inadvertently allowing unauthorized persons to access the session or clients' data from the session.  It requires two-way, audio and video, real-time interactive communication between the patient and practitioner and the patient must be receiving the service in a health care setting, such as a clinic, hospital, or doctors office.

 

Those who use computerized storage of data or electronic billing must also take precautions to ensure that unauthorized access to confidential information does not occur and that one does not send the information to the wrong email address. Encrypting files, passwords, and storing data on discs that can be taken out of the computer and locked up in storage files are all part of the process for ensuring confidentiality of client information.   Medical products are subject to extensive government regulation in the United States and in other countries. In order to test, produce and market products for use on humans, Exmovere must first comply with mandatory procedures and safety standards established by the FDA and comparable state and foreign regulatory agencies. The Act requires premarket clearance or premarket approval by the FDA prior to commercialization of medical devices. Pursuant to the Act, the FDA regulates the manufacture, distribution and production of medical devices in the United States.

 

Before a new device can be introduced into the market, the manufacturer generally must obtain FDA clearance through either a 510(k) premarket notification or a premarket approval application ("PMA").  A 510(k) clearance is only available for devices which are "substantially equivalent" to devices that have been previously approved by the FDA.  The principal purpose of the 510(k) procedure is to avoid costly and time-consuming clinical tests of devices that have already been proven safe and effective by others. Applicants under the 510(k) procedure must prove that the device for which approval is sought is substantially equivalent to a device on the market prior to the Medical Device Amendments of 1976, or a device approved thereafter pursuant to the 510(k) procedure.

 

A PMA must be filed if the proposed device does not satisfy the foregoing conditions relating to the 510(k) procedure. The PMA procedure is more complex, time-consuming and costly than the 510(k) procedure.  In general, the PMA procedure requires extensive clinical testing to determine the safety, efficacy and potential hazards of the medical device. In order to obtain permission to conduct human clinical studies under the PMA procedure, the manufacturer is required to obtain an Investigational Device Exemption ("IDE") from the FDA. If the IDE application is approved, human clinical trials may begin at a specific number of investigational sites with a minimum specific number of patients, as approved by the FDA.  The clinical trials must be conducted under the auspices of an independent Institutional Review Board ("IRB") established pursuant to FDA regulations. Upon the completion of all required testing under the IDE, substantial proof of safety and efficacy must be submitted to the FDA before the final PMA will be granted.  The FDA has 180 days to review a PMA application, although the review of an application generally occurs over a significantly longer period of time and can take up to several years. During this review period, the FDA may request additional information or clarification of the information already provided. Also, an advisory panel of experts from outside the FDA may be convened to review and evaluate the application and provide recommendations to the FDA as to the approvability of the device.  The PMA process can be expensive, uncertain and lengthy. If granted, the PMA approval may include significant limitations on the indicated uses for which a product may be marketed and may require inspection of the manufacturing facility to ensure compliance with the FDA's requirements.

 

 

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.

 

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 law preempts states or their political subdivisions from regulating medical devices. Upon application, the FDA may permit state or local regulation of medical devices which is either more stringent than federal regulations or is required because of compelling local conditions. The Company does not anticipate that any state or local requirements, which may be exempted from preemption, will have a materially adverse effect on Exmovere’s financial condition or operations. However, there is no assurance that, in the future, state or local requirements may not have a substantial effect on the Company. If the Company seeks to market its devices outside of the United States, the Company may also be subject to regulation by foreign governments.