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GPKR.OB > SEC Filings for GPKR.OB > Form 10-Q on 16-Jan-2009All Recent SEC Filings

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Form 10-Q for GETPOKERRAKEBACK.COM


16-Jan-2009

Quarterly Report


ITEM 2. PLAN OF OPERATION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED
NOVEMBER 30, 2008

Forward-Looking Statements

You should read the following discussion and analysis in conjunction with the Financial Statements included in our annual filing on Form 10-K, which was filed on December 15, 2008, and Notes thereto, and the other financial data appearing elsewhere in this Form 10-Q report. The information set forth in Management's Plan of Operation and Result of Operations contains certain "forward-looking statement," including among others (i) expected changes in the Company's revenues and profitability, (ii) prospective business opportunities and (iii) the Company's strategy for financing its business. Forward -looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as "believes", "anticipates", "intends" or "expects". These forward-looking statements relate to the plans, objectives and expectations of the Company for future operations. Although we believe that our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this report should not be regarded as a representation by the Company or any other person that our objectives or plans will be achieved.


Risks and uncertainties that could cause actual results to differ materially from those anticipated include risks related to our limited operating history; Securities and Exchange Commission regulations which affect trading in the securities of "penny stocks;" potential conflicts of interest with our management team; and potential inability to locate a viable business combination candidate. Additional disclosures regarding factors that could cause our results and performance to differ from results or performance anticipated by this Quarterly Report are discussed in Part II, Item 1A. "Risk Factors." Readers are urged to carefully review and consider the various disclosures made by us in this Quarterly Report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects.

Forward-looking statements represent our estimates and assumptions only as of the date of this report. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

Overview

We were incorporated on June 5, 2006 in the State of Nevada. We commenced business by developing and launching our web site getpokerrakeback.com on which we offered "rake backs" to online poker players. Rake backs are a poker loyalty program that rewards players for playing online poker at a specific online poker room.

On September 10, 2008, we entered into and closed a stock purchase agreement, or the Stock Purchase Agreement, with Flourishing Wisdom Holdings Limited, or Flourishing Wisdom, a Samoan limited company, and Steven Goertz, our Chairman, Chief Executive Officer and controlling stockholder at such time. Pursuant to the Stock Purchase Agreement, Flourishing Wisdom purchased 2,500,000 shares of our common stock, representing 54% of our issued and outstanding common stock as of the closing, from Steven Goertz for $555,000, or $0.22, per share. At the closing, Mr. Goertz resigned as our sole director and officer and Ms. Hai Yan Huang was appointed as our sole director and as our Chief Executive Officer, Chief Financial Officer and Secretary.

As a result of the transaction, Flourishing Wisdom became our controlling stockholder and we entered into a new business. From and after the closing of the Stock Purchase Agreement, we no longer engage in the business of marketing and promoting getpokerrakeback.com, our web site. Instead, our business plan now consists of exploring potential targets for a business combination through a purchase of assets, share purchase or exchange, merger or similar type of transaction. Such a transaction may result in a change in the present board of directors or in the management of the Company.

Our common stock is quoted on the NASD Over-the-Counter Bulletin Board under the symbol "GPKR.OB" and the CUSIP number for our common stock is 37427P101. Our principal executive offices are located at Equity Trust Chambers, P.O. Box 3269, Apia, Samoa. The telephone number at our principal executive office is (+86) 755-8313-789.

Plan of Operation

We are currently a "blank check" or "shell" company that has no specific business plan or purpose over the next twelve months other than to acquire an operating business or valuable assets of an unidentified company or companies, or to locate and negotiate with a business entity for a combination with our Company. We will not be restricted in our search for business combination candidates to any particular geographical area, industry or industry segment, and may enter into a combination with a private business engaged in any line of business, including service, finance, mining, manufacturing, real estate, oil and gas, distribution, transportation, medical, communications, high technology, biotechnology or any other. Management's discretion is, as a practical matter, unlimited in the selection of a combination candidate.


Our management will seek combination candidates in the United States and other countries, as available time and resources permit, through existing associations and by word of mouth. The combination will most likely take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances such a target company may wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or
Section 368 of the Internal Revenue Code of 1986, as amended.

We do not intend to do any product research or development. We do not expect to buy or sell any real estate, plant or equipment, except as such a purchase might occur by way of a business combination that is structured as an asset purchase, and no such asset purchase currently is anticipated. Similarly, we do not expect to hire employees, except as a result of completing a business combination, and any such employees likely will be persons already then employed by the company acquired.

The SEC and some states have enacted statutes, rules and regulations limiting the sale of securities of blank check companies. The SEC has issued an interpretive letter to the NASD which states in part that promoters or affiliates of a blank check company and their transferees would act as "Underwriters" under the Securities Act when reselling the securities of a blank check company. The letter also states that the securities can only be resold through a registered offering despite technical compliance with Rule 144. The SEC also takes the position that, with regard to the securities of blank check companies acquired by non-affiliates, these securities may not be sold under Rule 144. Rather their subsequent resale must be registered. As a result of the foregoing, our stockholders will not be able to rely on the provisions of Rule 144. These rules and regulations may hinder our ability to issue securities and create a public market in our stock until we are able to successfully implement our business plan and we are no longer classified as a blank check company.

Results of Operations for the Three-Month Period Ended November 30, 2008

We did not earn any revenues during the three-month period ended November 30, 2008 and 2007. We incurred operating expenses in the amount of $31,569 for the three month period ended November 30, 2008. The comparative operating expenses for the three months ended November 30, 2007 comprised of professional fees of $4,500 and general and administrative fees of $1,520.

At November 30, 2008, we had total assets of $0. At the same date, we had liabilities of $34,137 consisting of accounts payable and accrued liabilities.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

ITEM 3.

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