UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
þ | Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended September 30, 2010
or
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File Number 000-52713
EXMOVERE HOLDINGS, INC |
(Exact name of registrant as specified in its charter) |
Delaware | 20-8024018 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
1600 Tysons Boulevard 8th Floor McLean, VA 22102 |
(Address of principal executive offices) |
|
(703) 245-8513 |
(Registrant’s telephone number, including area code) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes o 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 o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | o | | Accelerated filer | o |
| | | | |
Non-accelerated filer | o | | 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 o
The number of shares outstanding of the registrant’s common stock as of September 30, 2010 was 15,746,245.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION |
| |
Item 1. Financial Statements (Unaudited) | 1 |
Balance Sheet | 1 |
Statement of Operations | 2 |
Statement of Cash Flows | 3 |
Statement of Shareholder’s Equity | 4 |
Notes to Financial Statements | 5 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 8 |
Item 4. Controls and Procedures | 9 |
| |
PART II. OTHER INFORMATION |
| |
Item 6. Exhibits | 10 |
PART I – FINANCIAL INFORMATION
Exmovere Holdings, Inc.
Consolidated Balance Sheet (Unaudited)
As of Sept 30, 2010
| | | Sept 30 | | | Dec. 31 | |
| | 2010 | | | 2009 | |
| | | (unaudited) | | | (audited) | |
Assets | | | | | | |
Current Assets | | | | | | | |
Cash | | | $ | 149,640 | | | $ | 476,732 | |
Accounts Receivable | | | 16,607 | | | | | |
Prepaid Expenses | | | 5,000 | | | | | |
| | | | 171,247 | | | | 476,732 | |
| | | | | | | | | |
Other Assets | | | | | | | | | |
| | | | | | | | |
| | | | | | | | | |
Intangibles (Note 3 and Note 6) | | | | | | | | |
Technology Licenses | | | 23,269,500 | | | | 23,209,500 | |
| | | | | | | | | |
Total Assets | | $ | 23,440,747 | | | $ | 23,686,232 | |
Liabilities | | | | | | | | |
Current Liabilities | | | | | | | | | |
Accounts payable | | $ | 57,679 | | | $ | 5,001 | |
Due to Parent - Exmovere | | | 0 | | | | | |
Due to shareholders | | | 0 | | | | - | |
Total liabilities | | | 57,679 | | | | 5,001 | |
Stockholders' Equity | | | | | | | | |
| | | | | | | | | |
Common stock, par $0.001, 35,000,000 shares authorized, | | | | | | | | |
15,746,245 and 15,674,816 shares issued and outstanding | | | 15,746 | | | | 15,675 | |
Additional Paid-in capital | | | | 24,431,339 | | | | 24,180,534 | |
Common Stock Issuable | | | | 188,057 | | | | | |
Subscriptions Receivable | | | -50,001 | | | | | |
Accumulated deficit during the development stage | | | -1,202,073 | | | | (514,978 | ) |
Total Stockholders' Equity | | | 23,383,068 | | | | 23,681,231 | |
| | | | | | | | | |
Total Liabilities and Stockholders' Equity | | $ | 23,440,747 | | | $ | 23,686,232 | |
The accompanying notes are an integral part of these financial statements.
Exmovere Holdings, Inc.
Consolidated Statement of Operations (Unaudited)
For the three and nine months ended Sept 30, 2010
| | | | | | | | | | | | | | From Inception | |
| | 3 Months Ended Sept 30, | | | 9 Months Ended Sept 30, | | | to Sept 30, | |
| | 2010 | | | 2009 | | | 2010 | | | 2009 | | | 2010 | |
Revenue | | $ | 22,839 | | | $ | - | | | $ | 22,839 | | | $ | - | | | $ | 22,839 | |
| | | | | | | | | | | | | | | | | | | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | |
General & administrative | | | 348,761 | | | | 121,323 | | | | 609,934 | | | | 317,020 | | | | 1,077,739 | |
Research & development | | | - | | | | - | | | | - | | | | - | | | | 61,927 | |
Total operating expenses | | | 348,761 | | | | 121,323 | | | | 709,934 | | | | 317,020 | | | | 1,139,666 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income (loss) | | | (325,922 | ) | | | (121,323 | ) | | | (687,095 | ) | | | (317,020 | ) | | | (1,116,827 | ) |
| | | | | | | | | | | | | | | | | | | | |
Other income (expense) | | | | | | | | | | | | | | | | | | | | |
Impairment of Clinica Investment | | | (100,000 | ) | | | | | | | (100,000 | ) | | | | | | | (100,000 | ) |
Extinguishment of shareholder payables | | | - | | | | - | | | | - | | | | 4,754 | | | | 4,754 | |
Total other income (expense) | | | (100,000 | ) | | | - | | | | (100,000 | ) | | | 4,754 | | | | (95,246 | ) |
| | | | | | | | | | | | | | | | | | | | |
Income (loss) before provision for income taxes | | | (425,922 | ) | | | (121,323 | ) | | | (687,095 | ) | | | (312,266 | ) | | | (1,212,073 | ) |
| | | | | | | | | | | | | | | | | | | | |
Provision for income taxes | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | |
Net Income (loss) | | $ | (425,922 | ) | | $ | (121,323 | ) | | $ | (687,095 | ) | | $ | (312,266 | ) | | $ | (1,212,073 | ) |
| | | | | | | | | | | | | | | | | | | | |
Basic and diluted earnings per share | | $ | (0.03 | ) | | $ | (0.01 | ) | | $ | (0.04 | ) | | $ | (0.02 | ) | | | | |
Weighted average shares outstanding | | | 15,674,816 | | | | 15,190,896 | | | | 15,674,816 | | | | 12,840,506 | | | | | |
The accompanying notes are an integral part of these financial statements.
Exmovere Holdings, Inc.
Consolidated Statement of Shareholders’ Equity
From Inception to Sept 30, 2010
| | | | | | | | | | | (Deficit) | | | | |
| | | | | | | | Additional | | | During the | | | | |
| | Common Stock | | | Paid In | | | Development | | | | |
| | Shares | | | Amount | | | Capital | | | Stage | | | Total | |
Balance at December 18, 2006 | | | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2006 | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | |
Issuance of common stock | | | | | | | | | | | | | | | | | | | | |
Issued for cash | | | 100,000 | | | | 100 | | | | - | | | | | | | | 100 | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | | | | | | | | | | | | | (21 | ) | | | (21 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2007 | | | 100,000 | | | | 100 | | | | - | | | | (21 | ) | | | 79 | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | | | | | | | | | | | | | (4,754 | ) | | | (4,754 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2008 | | | 100,000 | | | | 100 | | | | - | | | | (4,775 | ) | | | (4,675 | ) |
| | | | | | | | | | | | | | | | | | | | |
Issuance of common stock | | | | | | | | | | | | | | | | | | | | |
Issued for technology licenses | | | 15,003,000 | | | | 15,003 | | | | 22,489,497 | | | | | | | | 22,504,500 | |
Issued for cash-1st quarter 2009 | | | 51,134 | | | | 51 | | | | 76,650 | | | | | | | | 76,701 | |
Issued for cash-2nd quarter 2009 | | | 80,408 | | | | 81 | | | | 135,552 | | | | | | | | 135,633 | |
Issued for cash-3rd quarter 2009 | | | 137,881 | | | | 138 | | | | 429,777 | | | | | | | | 429,915 | |
Issued for cash-4th quarter 2009 | | | 102,393 | | | | 102 | | | | 349,258 | | | | | | | | 349,360 | |
Issued for technology licenses - 4th quarter 2009 | | | 200,000 | | | | 200 | | | | 699,800 | | | | | | | | 700,000 | |
Net income (loss) | | | - | | | | - | | | | - | | | | (510,203 | ) | | | (510,203 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance at Dec 31, 2009 | | | 15,674,816 | | | | 15,675 | | | | 24,180,534 | | | | (514,978 | ) | | | 23,681,231 | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | | | | | | | | | | | | | (100,720 | ) | | | (100,720 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance at March 31, 2010 | | | 15,674,816 | | | $ | 15,675 | | | $ | 24,180,534 | | | $ | (615,698 | ) | | $ | 23,580,511 | |
Issuance of common stock | | | | | | | | | | | | | | | | | | | | |
Issued for cash-2nd quarter 2010 | | | 71,679 | | | | 71 | | | | 250,806 | | | | | | | | 59,000 | |
Net income (loss) | | | | | | | | | | | | | | | (170,453 | ) | | | (170,453 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance at June 30, 2010 and Sept 30, 2010 | | | 15,746,495 | | | $ | 15,746 | | | $ | 24,431,340 | | | $ | (786,151 | ) | | $ | 23,469,058 | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | | | | | | | | | | | | | (425,922 | ) | | | (425,922 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance at Sept 30, 2010 | | | 15,746,495 | | | $ | 15,746 | | | $ | 24,431,340 | | | $ | (1,212,073 | ) | | $ | 23,043,136 | |
The accompanying notes are an integral part of these financial statements.
Exmovere Holdings, Inc.
Consolidated Statement of Cash Flows
For the nine months ended Sept 30, 2010
| | | | | | | | From Inception | |
| | 9 Months Ended Sept 30, | | | to Sept 30, | |
| | 2010 | | | 2009 | | | 2010 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | |
Net Income (loss) for the period | | $ | (687,095 | ) | | $ | (312,266 | ) | | $ | (1,202,073 | ) |
Adjustment to reconcile net income (loss) to net cash provided (used) | | | | | | | | | | | | |
by operating activities | | | | | | | | | | | | |
Increase (Decrease) in Accounts Payable | | | 52,678 | | | | (74 | ) | | | 57,679 | |
(Increase) Decrease in Prepaid Expenses | | | (5,000 | ) | | | | | | | (5,000 | ) |
(Increase) Decrease in Accounts Receivable | | | (16,607 | ) | | | | | | | (16,607 | ) |
(Increase) Decrease in Due from Subsidiary | | | - | | | | | | | | | |
Increase (Decrease) in Due to Shareholders | | | - | | | | (4,571 | ) | | | (4,571 | ) |
Net Cash Used on Operating Activities | | | (656,024 | ) | | | (316,911 | ) | | | (1,170,572 | ) |
| | | | | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | |
Acquisition of Red Fury Development Services | | | (10,000 | ) | | | | | | | (10,000 | ) |
Acquisition of Sensatex license | | | - | | | | - | | | | (5,000 | ) |
Net Cash Provided (used) by Investing Activities | | | (10,000 | ) | | | - | | | | (15,000 | ) |
| | | | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | |
Proceeds from sale of Common Shares Issued | | | 200,875 | | | | 212,334 | | | | 1,192,584 | |
Proceeds from sale of Common Shares Issuable | | | 188,057 | | | | | | | | 188,057 | |
Subscriptions receivable | | | (50,001 | ) | | | | | | | (50,001 | ) |
Proceeds from shareholder loan | | | - | | | | - | | | | 4,571 | |
Net Cash Provided by Financing Activities | | | 338,931 | | | | 212,334 | | | | 1,335,211 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Net (Decrease) Increase in Cash and Cash Equivalents | | | (327,093 | ) | | | (104,577 | ) | | | 149,639 | |
Cash and Cash Equivalents at Beginning of Period | | | 476,732 | | | | 79 | | | | - | |
| | | | | | | | | | | | |
Cash and Cash Equivalents at end of Period | | $ | 149,639 | | | $ | (104,498 | ) | | $ | 149,639 | |
| | | | | | | | | | | | |
Supplemental Disclosure of Non-Cash Items | | | | | | | | | | | | |
Common stock issued for Exmo Licenses | | $ | - | | | $ | 22,504,500 | | | $ | 22,504,500 | |
Common stock issued for Sensatex Licenses | | $ | - | | | $ | - | | | $ | 700,000 | |
Common stock issuable for Red Fury Development Services | | $ | 50,000 | | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
Notes to Financial Statements
September 30, 2010
1. | Interim Financial Statements |
The accompanying unaudited condensed financial statements of Exmovere Holdings, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America, pursuant to the rules and regulations of the Securities and Exchange Commission. These financial statements do not include all information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. It is recommended that these interim unaudited condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2010 and 2009 are not necessarily indicative of the results which may be expected for any other interim periods or for the year ending December 31, 2010. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could diff er from these estimates.
Management determined that the Company is a development stage company 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 September 30, 2010.
The Company has incurred net losses aggregating $1,212,073 since inception and has had minimal 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.
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).
During the second quarter of 2010, the Company acquired the rights for Red Fury Development Services by payment of $5,000 cash, a further $5,000 to be paid upon completion of additional services and the issuance of 14,286 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 $60,000 ($5,000 cash plus $5,000 in commitments and $50,000 in common stock to be issued).
During the second quarter of 2010, the Company sold 17,107 common shares under a Rule 506 offering for total proceeds of $ 59,875. As at June 30, 2010 only 250 of these shares were issued, with the remaining 16,857 common shares reflected as common stock issuable at June 30, 2010.
During the second quarter ending of 2010 the Company issued 71,429 shares under a Rule 506 offering. Proceeds totaling $250,002 for this issuance were received subsequent to June 30, 2010. Accordingly, the Company reflected the proceeds as subscriptions receivable at June 30, 2010.
There were no common stock issuances during the third quarter of fiscal 2010.
At September 30, 2010 the Company had 15,746,495 shares of common stock issued and outstanding. In addition, the Company had commitments to issue an additional 31,143 common shares for transactions completed in the second quarter of 2010 (16,857 shares for cash received under private placements and 14,286 shares for the Red Fury license acquisition).
At September, 2010 and 2009, there are no options or warrants outstanding to purchase shares of the Company’s common stock.
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.
During the Quarter, the Company acquired the rights for Red Fury Development Services by payment of $5,000 cash, a further $5,000 to be paid upon completion of additional services and the issuance of 14,286 shares of common stock. Accordingly, the Company valued the shares issued for the license at $3.50 per share, and recorded the license at $60,000 ($5,000 cash plus $5,000 in commitments and $50,000 in common stock to be issued).
Information about intangible assets owned by the Company at September 30, 2010 and December 31, 2009 are described below:
Intangible Asset | | September 30, 2010 | | | September 30, 2009 | | Amortization Period |
Exmo Licenses | | $ | 22,504,500 | | | $ | 22,504,500 | | Indefinite |
| | | | | | | | | |
Sensatex Licenses | | | 705,000 | | | | | | Indefinite |
| | | | | | | | | |
Red Fury License | | | 60,000 | | | | | | Indefinite |
Total | | $ | 23,269,500 | | | $ | 22,504,500 | | |
At September 30, 2010 and December 31, 2009, the Company determined that no impairment existed.
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.
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.
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 September 30, 2010 and December 31, 2009, the Company had a valuation allowance equal to the initial payment.
6. | Clinica of Virginia, LLC |
On April 26, 2010, 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.
Exmovere entered into an asset purchase agreement effective July 1, 2010 to obtain the rights to operate a clinic for a $100,000. Terms of the agreement called for an initial payment of $25,000 at closing, with 6 subsequent payments of $12,500 each due every 30 days. The purchase was initially recorded as intangible assets of $100,000, as the Company determined the primary assets acquired related to the client lists and agreement of the former physician to fill in until the Company could hire its own physician. No value was assigned to the office furniture and medical equipment as the equipment and office furniture was unsuitable for the Company’s plans for patients or staff
At September 30, 2010, the Company determined that its $100,000 investment was impaired, and was written off. Management determined the investment was impaired because the patient files were not orderly and had to be completely reorganized, and future use of the client list was undeterminable.
At September 30, 2010, the Company had recorded a liability of $50,000 representing the amount of the unpaid purchase price.
As of September 30, 2010, the Company leased its clinic location under an operating lease agreement. Under the terms of the lease agreement, the Company is obligated for monthly lease payments of $ 1,644.88 for 12 months, plus all real estate taxes, insurance, and utilities. At September 30, 2010, the scheduled future minimum lease payments are as follows:
12 Months ended September 30, | | | |
2011 | | $ | 19,738.50 | |
2012 | | $ | 20,809.52 | |
2013 | | $ | 21,902.30 | |
Total | | $ | 62,450.32 | |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
The Company is still in the development stage. 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. 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. The Company has acquired an existing, profitable medical clinic under the management of Clinica of Virginia, LLC, and our wholly owned subsidiary.
Results of Operations – Three Months
Net Revenues
We realized revenues $22,839 in the third quarter of 2010 from our Clinica operations. Prior to July 1, 2010, we did not realize any revenues.
Expenses
In the third quarter of 2010, we had $348,761 in general and administrative expenses and in the third quarter of 2009, we had $121,323 in general and administrative expenses. The increase reflects the overall increase in activity in the operation of our business since the prior year and our efforts to identify evaluate and enter into business relationships and agreements related to healthcare services and biotechnology products. In the third quarter of 2010, Clinica had $54,403 in general and administrative expenses.
Income (loss)
In the third quarter of 2010, our net loss was $425,922. In the third quarter of 2009, our net loss was $121,323.
Capital Resources and Liquidity
As of September 30, 2010 we had $149,639 in cash. We believe that we will need additional funding to satisfy our cash requirements for the next nine 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 9 months will total approximately $1050,000. We do not anticipate the purchase or sale of any significant equipment. We expect to add key employees but not in any significant numbers. We estimate that we may need 10-15 million dollars 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 expect to begin generating revenue through our subsidiary but there is no guarantee that any revenue will be realized. Th e 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
The accompanying financial statements include an explanatory paragraph 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. 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.
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-Q Quarterly 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 ability of the Company to develop marketable products, the demand for the Company’s products and services, competitive market pressures, the possibility of regulation of the Company’s products 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 4. Controls and Procedures.
As of September 30, 2010, the Company’s management evaluated, with the participation of its principal executive officer and principal financial officer, the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act"). Based on that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were not adequate as of September 30, 2010 to ensure that information required to be disclosed in reports filed or submitted by the Company under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. The compa ny is currently evaluating how to improve its disclosure controls and procedures.
PART II – OTHER INFORMATION
Item 6. Exhibits.
The following exhibits are filed as a part of Part I of this report:
No. | | Description of Exhibit |
| | Certifications of the principal executive officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act. |
| | |
| | Certifications of the principal financial officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act. |
| | |
| | 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 Title 18 of the United States Code. |
| | |
| | Certifications of the principal financial officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act and Section 1350 of Title 18 of the United States Code. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| EXMOVERE HOLDINGS, INC. |
| | (Registrant) |
| | |
Date: November 23, 2010 | By: | /s/ David Bychkov |
| | David Bychkov |
| | Chief Executive Officer (Principal executive officer and duly authorized officer) |
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