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| GPKR.OB > SEC Filings for GPKR.OB > Form 10-Q on 14-Jul-2009 | All Recent SEC Filings |
14-Jul-2009
Quarterly Report
Special Notes Regarding 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 quarterly report on Form 10-Q. The information set forth in "Management's Discussion and Analysis of Financial Condition and Results of Operations" contains certain "forward-looking statements," including (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.
Use of Terms
Except as otherwise indicated by the context, references in this report to: the "Company," "we," "us," or "our," are references to GetPokerRakeBack.com; "U.S. dollar," "$" and "US$" are to the legal currency of the United States; the "SEC" are to the United States Securities and Exchange Commission; the "Securities Act" are to the Securities Act of 1933, as amended; and the "Exchange Act" are to the Securities Exchange Act of 1934, as amended.
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.
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. Under Rule 144 promulgated under the Securities Act, securities of a shell company generally may only be resold through a registered offering or through an applicable registration exemption other than Rule 144. As a result of the foregoing, our stockholders will not be able to rely on the provisions of Rule 144 to resell our stock. 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 Months and Nine Months Ended May 31, 2009 and 2008.
We anticipate that we will not have any operations unless and until we complete a business combination as described above.
For the three months ended May 31, 2009, we had no revenues and incurred a net loss of $6,174, as compared to a net loss of $1,928 for the three months ended May 31, 2008. All expenses of $6,174 and $1,928 for the three months ended May 31, 2009 and May 31, 2008, respectively, related primarily to professional and miscellaneous general and administrative fees that are applicable to all public companies.
For the nine months ended May 31, 2009, we had no revenues and incurred a net loss of $61,667, as compared to a net loss of $10,497 for the nine months ended March 31, 2008. All expenses of $61,667 and $10,497 for the nine months ended May 31, 2009 and May 31, 2008, respectively, related primarily to professional and miscellaneous general and administrative fees that are applicable to all public companies.
We had no assets or cash on hand at May 31, 2009 and have no cash to meet ongoing expenses or debts that may accumulate. As of May 31, 2009, we had an accumulated deficit of $119,600. We have liabilities totaling $64,235, consisting of accounts payable and accrued liabilities.
We have no commitment for any capital expenditure and foresee none. However, we will incur routine fees and expenses incident to our reporting duties as a public company, and we will incur expenses in finding and investigating possible acquisitions and other fees and expenses in the event we make an acquisition or attempt but are unable to complete an acquisition. Our cash requirements for the next twelve months are relatively modest, principally legal, accounting expenses and other expenses relating to making the filings required under the Exchange Act, which, if our business model remains the same in 2009 as it did in 2008, should not exceed $5075,000 in the fiscal year ending August 31, 2009. Any travel, lodging or other expenses which may arise related to finding, investigating and attempting to complete a business combination with one or more potential acquisitions could also amount to thousands of dollars.
Our current management has informally agreed to continue rendering services to us and to not demand compensation unless and until we complete an acquisition. The terms of any such payment will have to be negotiated with the principals of any business acquired. The existence and amounts of our debt may make it more difficult to complete, or prevent completion of, a desirable acquisition.
We will only be able to pay our future debts and meet operating expenses by raising additional funds, acquiring a profitable company or otherwise generating positive cash flow. As a practical matter, we are unlikely to generate positive cash flow by any means other than acquiring a company with such cash flow. We believe that management members or shareholders will loan funds to us as needed for operations prior to completion of an acquisition. Management and the shareholders are not obligated to provide funds to us, however, and it is not certain they will always want or be financially able to do so. Our shareholders and management members who advance money to us to cover operating expenses will expect to be reimbursed, either by us or by the company acquired, prior to or at the time of completing a combination. We have no intention of borrowing money to reimburse or pay salaries to any of our officers, directors or shareholders or their affiliates. There currently are no plans to sell additional securities to raise capital, although sales of securities may be necessary to obtain needed funds. Our current management has agreed to continue their services to us and to accrue sums owed them for services and expenses and expect payment reimbursement only.
Should existing management or shareholders refuse to advance needed funds, however, we would be forced to turn to outside parties to either loan money to us or buy our securities. There is no assurance whatever that we will be able to raise necessary funds from outside sources. Such a lack of funds could result in severe consequences to us, including among others:
º failure to make timely filings with the SEC as required by the Exchange Act, which also probably would result in suspension of trading or quotation in our stock and could result in fines and penalties to us under the Exchange Act;
º curtailing or eliminating our ability to locate and perform suitable investigations of potential acquisitions; or
º inability to complete a desirable acquisition due to lack of funds to pay legal and accounting fees and acquisition-related expenses.
We hope to require potential candidate companies to deposit funds with us that we can use to defray professional fees and travel, lodging and other due diligence expenses incurred by our management related to finding and investigating a candidate company and negotiating and consummating a business combination. There is no assurance that any potential candidate will agree to make such a deposit.
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.
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