UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10−Q



(Mark One)



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




For the quarterly period ended:
February 28, 2009



 ̈
  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)



N/A

(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 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 (§ 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).

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
April 17, 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   | FINANCIAL INFORMATION                                                                   | 3 
|-------- | --------------------------------------------------------------------------------------- | --
|ITEM 1.  | FINANCIAL STATEMENTS.                                                                   | 3 
|ITEM 2   | MANAGEMENT'S DISCUSSION AND
      ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION. | 8 
|ITEM 3.  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
      MARKET RISK.                       | 11
|ITEM 4   | CONTROLS AND DISCLOSURES.                                                               | 11
|PART II  | OTHER INFORMATION                                                                       | 11
|ITEM 1.  | LEGAL PROCEEDINGS.                                                                      | 11
|ITEM 1A. | RISK FACTORS.                                                                           | 11
|ITEM 2.  | UNREGISTERED SALES OF EQUITY
      SECURITIES AND USE OF PROCEEDS.                      | 11
|ITEM 3.  | DEFAULTS UPON SENIOR SECURITIES.                                                        | 11
|ITEM 4.  | SUBMISSION OF MATTERS TO A VOTE
      OF SECURITY HOLDERS.                              | 11
|ITEM 5.  | OTHER INFORMATION.                                                                      | 12
|ITEM 6.  | EXHIBITS.                                                                               | 12

2

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PART IFINANCIAL INFORMATION

ITEM 1.

FINANCIAL
STATEMENTS.

GETPOKERRAKEBACK.COM(A
Development Stage Company)FINANCIAL STATEMENTS

|                                          | Page
|----------------------------------------- | ----
|Unaudited Balance Sheets                  | 4   
|Unaudited Statements of Operations        | 5   
|Unaudited Statements of Cash Flows        | 6   
|Notes to Financial Statements (unaudited) | 7   

3

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GETPOKERRAKEBACK.COM(A Development Stage Company)
BALANCE SHEETS

|                                                       |   | February 28, |   |   |            |  
|------------------------------------------------------ | - | ------------ | - | - | ---------- | -
|                                                       |   | 2009         |   |   | August 31, |  
|                                                       |   | (unaudited)  |   |   | 2008       |  
|ASSETS                                                 |   |              |   |   |            |  
|CURRENT ASSETS                                         |   |              |   |   |            |  
|Cash                                                   | $ | -            |   | $ | 5,739      |  
|Total current assets                                   |   | -            |   |   | 5,739      |  
|Total assets                                           | $ | -            |   | $ | 5,739      |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                  |   |              |   |   |            |  
|CURRENT LIABILITIES                                    |   |              |   |   |            |  
|Accounts payable and accrued liabilities               | $ | 58,061       |   | $ | 2,568      |  
|Due to related party                                   |   | -            |   |   | 36,104     |  
|Total current liabilities                              |   | 58,061       |   |   | 38,672     |  
|Total Liabilities                                      |   | 58,061       |   |   | 38,672     |  
|STOCKHOLDERS DEFICIT                                  |   |              |   |   |            |  
|Common stock                                           |   |              |   |   |            |  
|Authorized                                             |   |              |   |   |            |  
|75,000,000 common
      shares, $0.001 par value,      |   |              |   |   |            |  
|Issued and outstanding                                 |   |              |   |   |            |  
|4,625,000 common shares                                |   | 4,625        |   |   | 4,625      |  
|Additional paid in capital                             |   | 50,740       |   |   | 20,375     |  
|Deficit accumulated during the development
      stage |   | (113,426     | ) |   | (57,933    | )
|Total stockholders deficit                            |   | (58,061      | ) |   | (32,933    | )
|Total liabilities and stockholders deficit            | $ | -            |   | $ | 5,739      |  

The accompanying notes are an integral part of these financial
statements

4

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GETPOKERRAKEBACK.COM (A Development Stage Company)
STATEMENTS OF OPERATIONS (unaudited)

PeriodFromThree
    
    
    inception toSix months
    
    
    Six months
    
    
    Three months
    
    
    Months
    
    
    (June 5, 2006)ended
    
    
    ended
    
    
    ended
    
    
    ended
    
    
    toFebruary 28,
    
    
    February
    
    
    February 28,
    
    
    February 29,
    
    
    February2009
    
    
    29, 2008
    
    
    2009
    
    
    2008
    
    
    28, 2009Expenses:Professional fees
    $
    55,493
    
    $
    6,700
    
    $
    23,924
    
    $
    2,200
    
    $
    94,650-
    
    
    -
    
    
    -
    
    
    -General and administrative expenses
    
    -
    
    
    1,869
    
    
    -
    
    
    349
    
    
    18,776Net loss
    $
    (55,493
    )
    $
    (8,569
    )
    $
    (23,924
    )
    $
    (2,549
    )
    $
    (113,426
    )Basic and diluted net loss per share
    
    (0.01
    )
    
    (0.00
    )
    
    (0.01
    )
    
    (0.00
    )Weighted average number of shares outstanding 
      basic and diluted
    
    4,625,000
    
    
    4,625,000
    
    
    4,625,000
    
    
    4,625,000


The accompanying notes are an integral part of these financial
statements

5

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GETPOKERRAKEBACK.COM (A Development Stage Company)
STATEMENTS OF CASH FLOWS (unaudited)

|                                                                            |   |              |   |   |                |   |   | Period from  |  
|--------------------------------------------------------------------------- | - | ------------ | - | - | -------------- | - | - | ------------ | -
|                                                                            |   |              |   |   |                |   |   | inception    |  
|                                                                            |   |              |   |   |                |   |   | (June 5,     |  
|                                                                            |   | Six months   |   |   | Six months     |   |   | 2006)        |  
|                                                                            |   | ended        |   |   | ended          |   |   | to           |  
|                                                                            |   | February 28, |   |   | February       |   |   | February 28, |  
|                                                                            |   | 2009         |   |   | 29,
      2008 |   |   | 2009         |  
|CASH FLOWS USED IN OPERATING ACTIVITIES                                     |   |              |   |   |                |   |   |              |  
|Net loss                                                                    | $ | (55,493      | ) | $ | (8,569         | ) | $ | (113,426     | )
|Adjustment to reconcile net loss to cash
      used in operating activities |   |              |   |   |                |   |   |              |  
|Net change in:                                                              |   |              |   |   |                |   |   |              |  
|Account payables and accrued liabilities                                    |   | 55,493       |   |   | (8,004         | ) |   | 58,061       |  
|NET CASH USED IN OPERATING ACTIVITIES                                       |   | -            |   |   | (16,573        | ) |   | (55,365      | )
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |   |              |   |   |                |   |   |              |  
|Proceeds from issuance of common stock                                      |   | -            |   |   | -              |   |   | 25,000       |  
|Proceeds (to) / from related party advance                                  |   | (5,739       | ) |   | 11,815         |   |   | 30,365       |  
|NET CASH PROVIDED BY (USED IN)FINANCING ACTIVITIES                          |   | (5,739       | ) |   | 11,815         |   |   | 55,365       |  
|NET DECREASE IN CASH                                                        |   | (5,739       | ) |   | (4,758         | ) |   | -            |  
|CASH, BEGINNING                                                             |   | 5,739        |   |   | 4,811          |   |   | -            |  
|CASH, ENDING                                                                | $ | -            |   | $ | 53             |   | $ | -            |  
|Supplemental disclosures with respect to cash flows:                        |   |              |   |   |                |   |   |              |  
|Interest paid                                                               |   |              |   |   |                |   |   |              |  
|Non Cash:                                                                   | $ | -            |   | $ | -              |   | $ | -            |  
|Shareholder Forgiveness of Debt                                             | $ | 30,365       |   | $ |                |   | $ | 30,365       |  
|Income taxes paid                                                           | $ | -            |   | $ | -              |   | $ | -            |  

The accompanying notes are an integral part of these financial
statements

6

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GETPOKERRAKEBACK.COM (A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS (Unaudited)
February 28, 2009

NOTE 1  BASIS OF PRESENTATION

Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements of
Getpokerrakeback.com (the Company) have been prepared in accordance with
generally accepted accounting principles for interim financial information and
the regulation of the Securities and Exchange Commission. 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 Annual 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 six months ended February 28, 2009 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.

7

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ITEM 2.

MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION.

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 or Plan of Operation 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.

8

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Our common stock is quoted on the Over-the-Counter Bulletin
Board maintained by the Financial Industry Regulatory Authority 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 and Six Months Ended
February 28, 2009 and February 29, 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 February 28, 2009 and February 29,
2008, we had no revenues and incurred a net loss of $23,924 for the three months
ended February 28, 2009, as compared to net loss of $2,549 for the three months
ended February 29, 2008. All general and administrative expenses of $23,924 and
$2,549 for the three months ended February 28, 2009 and February 29, 2008,
respectively, related primarily to professional and miscellaneous general and
administrative fees that are applicable to all public companies.

For the six months ended February 28, 2009 and February 29,
2008, we had no revenues and incurred a net loss of $55,493 for the six months
ended February 28, 2009, as compared to net loss of $8,569 for the six months
ended February 29, 2008. All general and administrative expenses of $55,493 and
$8,569 for the six months ended February 28, 2009 and February 29, 2008,
respectively, related primarily to professional and miscellaneous general and
administrative fees that are applicable to all public companies.

9

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Liquidity and Capital Resources

We had no assets or cash on hand at February 28, 2009 and have
no cash to meet ongoing expenses or debts that may accumulate. As of February
28, 2009, we had accumulated deficit of $113,426. We have liabilities totaling
$58,061 consisting of accounts payable and accrued liabilities.

We have no commitment for any capital expenditure and foresee
none in the near future. 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 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 $50,000 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:

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

10

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ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.

Not Applicable.

ITEM 4.

CONTROLS AND
PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in
Rules 13a-15(e) under the Exchange Act) that are designed to ensure that
information that would be required to be disclosed in Exchange Act reports is
recorded, processed, summarized and reported within the time period specified in
the SECs rules and forms, and that such information is accumulated and
communicated to our management, including to the Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.

As required by Rule 13a-15 under the Exchange Act, our
management, including our Chief Executive Officer and Chief Financial Officer,
Ms. Hai Yan Huang, assessed the effectiveness of the design and operation of our
disclosure controls and procedures as of February 28, 2009. Based on our
assessment, Ms. Huang determined that, as of February 28, 2009, our internal
control over financial reporting was effective based on those criteria.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial
reporting identified in connection with the evaluation performed during the
fiscal quarter covered by this report that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

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.

Not applicable.

ITEM 2.

UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

We have not sold any equity securities during the fiscal
quarter ended February 28, 2009 which sale was not previously disclosed in a
current report on Form 8-K filed during that period.

ITEM 3.

DEFAULTS UPON
SENIOR SECURITIES.

None.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.

No matters were submitted to our security holders during the
quarter ended February 28, 2009 that were not reported in a current report on
Form 8-K filed during that period.

11

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ITEM 5.

OTHER INFORMATION.

We have no information to include that was required to be but
was not disclosed in a report on Form 8-K during the period covered by this Form
10-Q. There have been no material changes to the procedures by which security
holders may recommend nominees to our board of directors.

ITEM 6.

EXHIBITS.

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

|Exhibit |  |                                                                                                                
|------- |  | ---------------------------------------------------------------------------------------------------------------
|Number  |  | Description                                                                                                    
|31.1*   |  | Certifications of Chief
      Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002
|31.2*   |  | Certifications of Chief Financial Officer
      Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002      
|32.1*   |  | Certifications of Chief
      Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002
|32.2*   |  | Certifications of Chief Financial Officer
      Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002      

12

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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: April 20, 2009 | By:
      /s/ Hai Yan Huang                                
|                     | Hai Yan Huang                                              
|                     | Chief Executive Officer and Chief
      Financial Officer  
|                     | (Principal Executive Officer and
      Principal Accounting
|                     | and Financial Officer)                                     

13

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EXHIBIT INDEX

|Exhibit |  |                                                                                                                
|------- |  | ---------------------------------------------------------------------------------------------------------------
|Number  |  | Description                                                                                                    
|31.1*   |  | Certifications of Chief
      Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002
|31.2*   |  | Certifications of Chief Financial Officer
      Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002      
|32.1*   |  | Certifications of Chief
      Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002
|32.2*   |  | Certifications of Chief Financial Officer
      Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002      

14

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