UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10−Q



(Mark One)



Q
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the quarterly period ended: November 30, 2008



 ̈
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the transition period from ____________ to _____________



Commission File Number: 333-139940





GETPOKERRAKEBACK.COM

(Exact Name of Registrant as Specified in Its Charter)



|Nevada                                                         |  | 98-0554885                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



Equity Trust Chambers

P.O. Box 3269

Apia, Samoa

(Address of principal executive offices, Zip Code)



(+86) 755-8313-789

(Registrants telephone number, including area code)



_____________________________________________________

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



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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
Q             
No   ̈



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
    £                                            | Accelerated filer
    £            
|---------------------------------------------------------------------------- | -----------------------------------
|                                                                             |                                    
|Non-accelerated
    filer
    £(Do not check if a smaller reporting company) | Smaller reporting
    company
    Q



Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).  Yes Q             
No   ̈



The number of shares outstanding of each of the issuer’s classes of common equity, as of January 15, 2009 is as follows:



Class of Securities
  
  Shares OutstandingCommon Stock, $0.001 par value
  
  4,625,000






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TABLE OF CONTENTS



|PART I                    |                                                                  | 2 
|------------------------- | ---------------------------------------------------------------- | --
|FINANCIAL
    INFORMATION | 2                                                               
|ITEM 1.                   | FINANCIAL
    STATEMENTS.                                        | 2 
|ITEM 3.                   | QUANTITATIVE AND QUALITATIVE
    DISCLOSURES ABOUT MARKET RISK.  | 8 
|PART II                   |                                                                  | 10
|OTHER INFORMATION         | 10                                                              
|ITEM 1.                   | LEGAL
    PROCEEDINGS.                                           | 10
|ITEM 1A.                  | RISK FACTORS.                                                    | 10
|ITEM 2.                   | UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. | 11
|ITEM 3.                   | DEFAULTS UPON SENIOR
    SECURITIES.                             | 12
|ITEM 4.                   | SUBMISSION OF
    MATTERS TO A VOTE OF SECURITY HOLDERS.         | 12
|ITEM 5.                   | OTHER INFORMATION.                                               | 12
|ITEM 6.                   | EXHIBITS.                                                        | 12





1



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PART I

FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.



GETPOKERRAKEBACK.COM

(A Development Stage Company)

FINANCIAL STATEMENTS



|                                          | Page
|----------------------------------------- | ----
|                                          |     
|Unaudited Balance Sheets                  | 3   
|                                          |     
|Unaudited Statements of Operations        | 4   
|                                          |     
|Unaudited Statements of Cash Flows        | 5   
|                                          |     
|Notes to Financial Statements (unaudited) | 6   
|                                          |     



2



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GETPOKERRAKEBACK.COM

(A Development Stage Company)

BALANCE SHEETS



|                                                 |  | November 30, 2008
(unaudited) |          |  | August 31, 2008
|------------------------------------------------ |  | ----------------------------- | -------- |  | ---------------
|                                                 |  |                               |          |  |                
|ASSETS                                           |  |                               |          |  |                
|                                                 |  |                               |          |  |                
|CURRENT ASSETS                                   |  |                               |          |  |                
|Cash                                             |  | $                             | -        |  |                
|Total current assets                             |  |                               | -        |  |                
|Total assets                                     |  | $                             | -        |  |                
|                                                 |  |                               |          |  |                
|LIABILITIES AND STOCKHOLDERS DEFICIT            |  |                               |          |  |                
|                                                 |  |                               |          |  |                
|CURRENT LIABILITIES                              |  |                               |          |  |                
|Accounts payable and accrued liabilities         |  | $                             | 34,137   |  |                
|Due to related party                             |  |                               | -        |  |                
|Total current liabilities                        |  |                               | 34,137   |  |                
|Total Liabilities                                |  |                               | 34,137   |  |                
|                                                 |  |                               |          |  |                
|                                                 |  |                               |          |  |                
|SHAREHOLDERS DEFICIT                            |  |                               |          |  |                
|Common stock                                     |  |                               |          |  |                
|Authorized                                       |  |                               |          |  |                
|75,000,000 common shares, $0.001 par value,      |  |                               |          |  |                
|Issued and outstanding                           |  |                               |          |  |                
|4,625,000 common shares                          |  |                               | 4,625    |  |                
|Additional paid in capital                       |  |                               | 50,740   |  |                
|Deficit accumulated during the development stage |  |                               | (89,502) |  |                
|Total stockholders deficit                      |  |                               | (34,137) |  |                
|Total liabilities and stockholders deficit      |  | $                             | -        |  |                



The accompanying notes are an integral part of these financial statements

3



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GETPOKERRAKEBACK.COM

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(unaudited)



|                                                                      |  |   | Three     |  |   | Three     |  |   | Periods              
|--------------------------------------------------------------------- |  | - | --------- |  | - | --------- |  | - | ---------------------
|                                                                      |  |   | months    |  |   | months    |  |   | From
    inception to
|                                                                      |  |   | ended     |  |   | ended     |  |   | (June 5,
    2006)   
|                                                                      |  |   | November  |  |   | November  |  |   | November 30,         
|                                                                      |  |   | 30, 2008  |  |   | 30, 2007  |  |   | 2008                 
|                                                                      |  |   |           |  |   |           |  |   |                      
|Expenses                                                              |  |   |           |  |   |           |  |   |                      
|Professional fees                                                     |  | $ | 31,569    |  | $ | 4,500     |  | $ | 70,726               
|General and administrative expenses                                   |  |   | -         |  |   | 1,520     |  |   | 18,776               
|Operating loss                                                        |  |   | (31,569)  |  |   | (6,020)   |  |   | (89,502)             
|Net loss                                                              |  | $ | (31,569)  |  | $ | (6,020)   |  | $ | (89,502)             
|                                                                      |  |   |           |  |   |           |  |   |                      
|Basic and diluted net loss per share                                  |  | $ | (0.01)    |  | $ | (0.00)    |  |   |                      
|                                                                      |  |   |           |  |   |           |  |   |                      
|Weighted average number of shares outstanding 
    basic and diluted |  |   | 4,625,000 |  |   | 4,625,000 |  |   |                      



The accompanying notes are an integral part of these financial statements



4



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GETPOKERRAKEBACK.COM

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(unaudited)



|                                                                          |  |   |          |  |   |          |  |   | Period from
|------------------------------------------------------------------------- |  | - | -------- |  | - | -------- |  | - | -----------
|                                                                          |  |   |          |  |   |          |  |   | inception  
|                                                                          |  |   | Three    |  |   | Three    |  |   | (June 5,   
|                                                                          |  |   | months   |  |   | months   |  |   | 2006)      
|                                                                          |  |   | ended    |  |   | ended    |  |   | to         
|                                                                          |  |   | November |  |   | November |  |   | November   
|                                                                          |  |   | 30, 2008 |  |   | 30, 2007 |  |   | 30, 2008   
|                                                                          |  |   |          |  |   |          |  |   |            
|CASH FLOWS USED IN OPERATING ACTIVITIES                                   |  |   |          |  |   |          |  |   |            
|Net loss                                                                  |  | $ | (31,569) |  | $ | (6,020)  |  | $ | (89,502)   
|Adjustment to reconcile net loss to cash used in
    operating activities |  |   |          |  |   |          |  |   |            
|Net change in:                                                            |  |   |          |  |   |          |  |   |            
|Account payables and accrued liabilities                                  |  |   | 31,569   |  |   | (7,397)  |  |   | 34,137     
|NET CASH USED IN OPERATING ACTIVITIES                                     |  |   | -        |  |   | (13,417) |  |   | (55,365)   
|                                                                          |  |   |          |  |   |          |  |   |            
|CASH FLOWS FROM FINANCING ACTIVITIES                                      |  |   |          |  |   |          |  |   |            
|Proceeds from issuance of common stock                                    |  |   | -        |  |   | -        |  |   | 25,000     
|Proceeds (to) / from related party advance                                |  |   | (5,739)  |  |   | 9,184    |  |   | 30,365     
|NET CASH PROVIDED BY (USED IN) FINANCING
    ACTIVITIES                   |  |   | (5,739)  |  |   | 9,184    |  |   | 55,365     
|                                                                          |  |   |          |  |   |          |  |   |            
|NET INCREASE (DECREASE) IN CASH                                           |  |   | (5,739)  |  |   | (4,233)  |  |   | -          
|                                                                          |  |   |          |  |   |          |  |   |            
|CASH, BEGINNING                                                           |  |   | 5,739    |  |   | 4,811    |  |   | -          
|                                                                          |  |   |          |  |   |          |  |   |            
|CASH, ENDING                                                              |  | $ | -        |  | $ | 578      |  | $ | -          
|                                                                          |  |   |          |  |   |          |  |   |            
|Supplemental disclosures with respect to cash
    flows:                  |  |   |          |  |   |          |  |   |            
|Interest paid                                                             |  | $ | -        |  | $ | -        |  | $ | -          
|                                                                          |  |   |          |  |   |          |  |   |            
|Income taxes paid                                                         |  | $ | -        |  | $ | -        |  | $ | -          
|Non Cash Transaction: Forgiveness of debt                                 |  | $ | 30,365   |  | $ | -        |  | $ | 30,365     



The accompanying notes are an integral part of these financial statements



5



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GETPOKERRAKEBACK.COM

(A Development Stage Company)



NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

November 30, 2008



NOTE 1  BASIS OF PRESENTATION




Unaudited Interim Financial Statements

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q of Regulation S-X.  They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements.  However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended August 31, 2008 included in the Companys Report on Form 10-K filed with the Securities and Exchange Commission.  The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K.  In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended November 30, 2008 are not necessarily indicative of the results that may be expected for the year ending August 31, 2009.



NOTE 2  STOCK PURCHASE AGREEMENT




On September 10, 2008, the Company entered into and closed a stock purchase agreement (the Stock Purchase Agreement) with Flourishing Wisdom Holdings Limited (Flourishing Wisdom), a Samoan limited company, and Steven Goertz, the Companys Chairman, Chief Executive Officer and controlling stockholder.  Pursuant to the Stock Purchase Agreement, Flourishing Wisdom purchased from Mr. Goertz, 2,500,000 shares of the Companys common stock, representing 54% of its issued and outstanding common stock as of the closing, for $555,000, or $0.22, per share.  At the closing, Mr. Goertz resigned from all his positions with the Company and Ms. Hai Yan Huang, was appointed as the Companys Director, Chief Executive Officer, Chief Financial Officer and Secretary.  As a result of the transaction, Flourishing Wisdom became the Companys controlling stockholder.



From and after the closing of the Stock Purchase Agreement, the Company no longer engages in the business of marketing and promoting getpokerrakeback.com, the Companys web site.  Instead, the Companys 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.



As a condition to closing the Stock Purchase Agreement, discussed above, Steve Goertz, forgave various loans to the Company in the aggregate amount of $30,365.  As a result, the Company had a non cash transaction for loan forgiveness in the amount of $30,365, which was recorded as a contribution to capital.



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.



6



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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.



7



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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.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.



Not Applicable.



ITEM 4.       CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report.  Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.



Additionally, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date.  We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.



8



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Use of Terms



Except as otherwise indicated by the context, references in this report to (i) we, us, our, or the Company, are references to Getpokerrakeback.com; (ii) U.S. dollar, $ and US$ are to the legal currency of the United States; (iii) the SEC are to the United States Securities and Exchange Commission; (iv) the Securities Act are to the Securities Act of 1933, as amended; and (v) the Exchange Act are to the Securities Exchange Act of 1934, as amended.



Liquidity and Capital Resources



We had no cash on hand at November 30, 2008 and have no cash to meet ongoing expenses or debts that may accumulate.  As of November 30, 2008, we had accumulated deficit of $89,502.  We have debts (current liabilities) totaling $34,137.



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 attempts but are unable to complete an acquisition.



Our cash reserves are not sufficient to meet our obligations for the next 12-month period.  Our cash requirements will be principally legal expenses, accounting expenses and other expenses relating to making the filings required under the Exchange Act, which should not exceed $60,000 in the fiscal year ending August 31, 2009.   We may also incur thousands of dollars in travel, lodging or other expenses related to finding, investigating and attempting to complete a business combination with one or more potential acquisitions. As a result, we will need to seek additional funding in the near future. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We believe that management members or stockholders will loan funds to us as needed for operations prior to completion of an acquisition.  Management and the stockholders 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 stockholders 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 stockholders refuse to advance needed funds, 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:



1.

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;



2.

curtailing or eliminating our ability to locate and perform suitable investigations of potential acquisitions; or



3.

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.



9



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PART II



OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.



From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business.  However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business.  We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect on our business, financial condition or operating results.



ITEM 1A.

RISK FACTORS.



You should carefully consider the risks described below, which constitute the material risks facing us.  If any of the following risks actually occur, our business could be harmed.  You should also refer to the other information about us contained in this Form 10-Q, including our financial statements and related notes.



We have had no operating history nor any revenues or earnings from operations.



We have had no operating history nor any revenues or earnings from operations.  We have no significant assets or financial resources.  We have operated at a loss to date and will, in all likelihood, continue to sustain operating expenses without corresponding revenues, at least until the consummation of a business combination.



Our management team does not devote its full time to our business and operations.



Our officers and directors, who serve only on a part-time basis, have had limited experience in the business activities contemplated by us, yet we will be solely dependent on them.  We lack the funds or other incentive to hire full-time experienced management.  Each of our management members has other employment or business interests to which he devotes his primary attention and will continue to do so, devoting time to us only on an as-needed basis.  We have not obtained key man life insurance on the lives of any member of our management team.  The loss of the services of any member of our management team would adversely affect development of our business and our likelihood of continuing operations on any level.



We may have conflicts of interest with our management team.



Conflicts of interest and non-arms length transactions may arise in the future.  The terms of a business combination may include terms like the retention of our current officers and directors as officers and directors of the successor company in the business combination.  The terms of a business combination may provide for a payment by cash or otherwise to members of our management team for the purchase or retirement of all or part of our common stock that is held by them or for services rendered incident to or following a business combination.  Our management team would directly benefit from this type of employment or payment.  These benefits may influence our management team's choice of a target company.



Our proposed operations are purely speculative.



The success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of the identified target company.  While business combinations with entities having established operating histories are preferred, there can be no assurance that we will be successful in locating candidates meeting these criteria. If we complete a business combination, the success of our operations will be dependent upon management of the target company and numerous other factors beyond our control.  There is no assurance that we can identify a target company and consummate a business combination.



We may be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.



The SEC has adopted regulations which generally define so-called penny stocks to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions.  If our common stock becomes a penny stock, we may become subject to Rule 15g-9 under the Exchange Act, or the Penny Stock Rule.  This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and accredited investors (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses).  For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchasers written consent to the transaction prior to sale.  As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.



10



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For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market.  Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities.  Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.



There can be no assurance that our common stock will qualify for exemption from the Penny Stock Rule.  In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.



We may have significant difficulty in locating a viable business combination candidate.



We are and will continue to be an insignificant participant in the business of seeking mergers with and acquisitions of business entities.  A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies which may be merger or acquisition target candidates for us.  Nearly all of these competitors have significantly greater financial resources, technical expertise and managerial capabilities than we do and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination.  Moreover, we will also compete with numerous other small public companies in seeking merger or acquisition candidates.



It is possible that the per share value of your stock will decrease upon the consummation of a business combination.



A business combination normally will involve the issuance of a significant number of additional shares.  Depending upon the value of the assets acquired in a business combination, the per share value of our common stock may decrease, perhaps significantly.



Any business combination that we engage in may have tax effects on us.



Federal and state tax consequences will, in all likelihood, be major considerations in any business combination that we may undertake.  Currently, a business combination may be structured so as to result in tax-free treatment to both companies pursuant to various federal and state tax provisions.  We intend to structure any business combination so as to minimize the federal and state tax consequences to both us and the target company; however, there can be no assurance that a business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets.  A non-qualifying reorganization could result in the imposition of both federal and state taxes which may have an adverse effect on both parties to the transaction.





ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.



None.



11



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ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.



None.



ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.



None.



ITEM 5.

OTHER INFORMATION.



None.



ITEM 6.

EXHIBITS.



The following exhibits are filed as part of this report or incorporated by reference:



|Exhibit No. |  | Description                                                                                                                                                                                      
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                  
|31          |  | Certifications of Principal Executive Officer and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                   
|            |  |                                                                                                                                                                                                  
|32          |  | Certifications of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES



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





|                       | GETPOKERRAKEBACK.COM                                                                        
|---------------------- | --------------------------------------------------------------------------------------------
|                       |                                                                                             
|Date: January 16, 2009 | By: /s/ Hai Yan Huang                                                                       
|                       | Hai Yan Huang                                                                               
|                       | Director, Chief Executive Officer, Principal Accounting Officer, and Chief Financial Officer
|                       |                                                                                             









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EXHIBIT INDEX

|Exhibit Number |  | Description                                          
|-------------- |  | -----------------------------------------------------
|               |  |                                                      
|31             |  | Sec. 302 Certification of Principal Executive Officer
|               |  |                                                      
|32             |  | Sec. 906 Certification of Principal Financial Officer



















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