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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2006
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number
333-114622
SRKP 1, Inc.
(Exact name of small business issuer as specified in its charter)
Delaware 51-05021250
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1900 Avenue of the Stars, Suite 310
Los Angeles, CA 90067
(Address of principal executive offices) (Zip Code)
(310) 203-2902
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |X| No |_|
There were 5,400,000 shares outstanding of registrant's common stock, par value
$.001 per share, as of August 10, 2006.
Transitional Small Business Disclosure Format (check one): Yes |_| No |X|
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Balance Sheets as of June 30, 2006 (unaudited) and December 31, 2005 3
Statements of Operations (unaudited) for the three-month periods ending
June 30, 2006 and June 30, 2005 4
Statements of Operations (unaudited) for the six-month periods ending
June 30, 2006 and June 30, 2005 and from Inception (March 16, 2004) to June 30, 2006 5
Statements of Cash Flows (unaudited) for the six-month periods ending June
30, 2006 and June 30, 2005 and from Inception (March 16, 2004) to June 30, 2006 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operation 10
Item 3. Controls and Procedures 14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 2. Unregistered Sales of Equity Securities and Use of Procedures 15
Item 3. Default Upon Senior Securities 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits 15
Signatures 16
1
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and with the instructions to Form 10-QSB and
Item 310 of Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. The accompanying unaudited financial
statements reflect all adjustments that, in the opinion of management, are
considered necessary for a fair presentation of the financial position, results
of operations, and cash flows for the periods presented. The results of
operations for such periods are not necessarily indicative of the results
expected for the full fiscal year or for any future period. The accompanying
unaudited financial statements should be read in conjunction with the audited
financial statements of SRKP 1, Inc. included in the Form 10-KSB for the fiscal
year ended December 31, 2005.
2
SRKP 1, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
JUNE 30. DECEMBER 31,
2006 2005
--------- ---------
(UNAUDITED)
ASSETS
ASSETS:
Cash $ 3,477 $ 736
Restricted cash -- 119,662
--------- ---------
Total Current Assets $ 3,477 $ 120,398
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES:
Accounts payable $ -- $ 11,375
Due to stockholders 30,000 --
--------- ---------
Total Current Liabilities 30,000 11,375
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $.001 par value, 10,000,000 shares
authorized, none issued -- --
Common stock, $.001 par value, 100,000,000 shares
authorized, 5,400,000 and 6,800,000 issued and outstanding, respectively 5,400 6,800
Additional paid-in capital 94,600 212,200
(Deficit) accumulated during development stage (126,523) (109,977)
--------- ---------
Total Stockholders' Equity (Deficit) (26,523) 109,023
--------- ---------
$ 3,477 $ 120,398
========= =========
SEE ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS
3
SRKP 1, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS THREE MONTHS
ENDING ENDING
JUNE 30, 2006 JUNE 30, 2005
-------------- -------------
REVENUE $ -- $ --
-------------- -------------
EXPENSES 8,760 7,472
-------------- -------------
INTEREST INCOME -- 91
-------------- -------------
NET (LOSS) $ (8,760) $ (7,381)
============== =============
NET (LOSS) PER COMMON SHARE-BASIC $ * $ *
============== =============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING 6,084,444 6,800,000
============== =============
* Less than $.01
SEE ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS
4
SRKP 1, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
CUMULATIVE FROM
SIX MONTHS SIX MONTHS MARCH 16, 2004
ENDING ENDING (INCEPTION) TO
JUNE 30, 2006 JUNE 30, 2005 JUNE 30, 2006
----------- ----------- ---------
REVENUE $ -- $ -- $ --
----------- ----------- ---------
EXPENSES 16,546 22,483 127,185
----------- ----------- ---------
INTEREST INCOME -- 165 662
----------- ----------- ---------
NET (LOSS) $ (16,546) $ (22,318) $(126,523)
=========== =========== =========
NET (LOSS) PER COMMON SHARE-BASIC $ * $ *
=========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING 6,442,222 6,800,000
=========== =========
*Less than $.01
SEE ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS
5
SRKP 1, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
CUMULATIVE
FROM MARCH 16,
SIX MONTHS SIX MONTHS 2004
ENDING ENDING (INCEPTION) TO
JUNE 30, 2006 JUNE 30, 2005 JUNE 30, 2006
--------- --------- ---------
CASH FLOWS FROM (TO) OPERATING ACTIVITIES
Net (loss) $ (16,546) $ (22,318) $(126,523)
Adjustments to reconcile net (loss) to net cash provided by (used in)
operating activities: Changes in:
Restricted cash 119,662 (119,165) --
Accounts payable (11,375) (6,951) --
--------- --------- ---------
Net Cash Provided by (Used In) Operating Activities 91,741 (148,434) (126,523)
--------- --------- ---------
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
Common stock issued for cash -- -- 219,000
Common stock returned to Company (119,000) -- (119,000)
Collection of subscription receivable -- 109,000 --
Advances from stockholders 30,000 -- 30,000
--------- --------- ---------
Net Cash Provided by (Used in) Financing Activities (89,000) 109,000 130,000
--------- --------- ---------
NET INCREASE/(DECREASE) IN CASH AND CASH
EQUIVALENTS: 2,741 (39,434) 3,477
--------- --------- ---------
CASH AND CASH EQUIVALENTS, BEGINNING
OF PERIOD 736 40,282 --
--------- --------- ---------
CASH AND CASH EQUIVALENTS, END
OF PERIOD $ 3,477 $ 848 $ 3,477
========= ========= =========
SEE ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS
6
SRKP 1, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and with the instructions to Form 10-QSB and
Item 310 of Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. The accompanying unaudited financial
statements reflect all adjustments that, in the opinion of management, are
considered necessary for a fair presentation of the financial position, results
of operations, and cash flows for the periods presented. The results of
operations for such periods are not necessarily indicative of the results
expected for the full fiscal year or for any future period. The accompanying
unaudited financial statements should be read in conjunction with the audited
financial statements of SRKP 1, Inc. included in the Form 10-KSB for the fiscal
year ended December 31, 2005.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
HISTORY
SRKP 1, Inc. (the Company), a development stage company, was organized under the
laws of the State of Delaware on March 16, 2004. The Company is in the
development stage as defined in Financial Accounting Standards Board Statement
No. 7. The fiscal year end is December 31.
GOING CONCERN AND PLAN OF OPERATION
The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company is in the
development stage and has not earned any revenues from operations to date.
The Company is currently devoting its efforts to locating merger candidates. The
Company's ability to continue as a going concern is dependent upon its ability
to develop additional sources of capital, locate and complete a merger with
another company, and ultimately, achieve profitable operations. The accompanying
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.
INCOME TAXES
The Company uses the liability method of accounting for income taxes pursuant to
Statement of Financial Accounting Standards No. 109. Under this method, deferred
income taxes are recorded to reflect the tax consequences in future years of
temporary differences between the tax basis of the assets and liabilities and
their financial amounts at year end.
For federal income tax purposes, substantially all expenses must be deferred
until the Company commences business and then they may be written off over a 60
month period. These expenses will not be deducted for tax purposes and will
represent a deferred tax asset. The Company will provide a valuation allowance
in the full amount of the deferred tax asset since there is no assurance of
future taxable income. Tax deductible losses can be carried forward for 20 years
until utilized.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist primarily of cash in banks and highly liquid
investments with original maturities of 90 days or less.
7
SRKP 1, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RESTRICTED CASH
Proceeds from the Initial Public Offering were restricted until a merger was
completed. A merger was not consummated within the prescribed time period;
therefore the funds were returned to the original investors in May 2006.
CONCENTRATIONS OF CREDIT RISK
The Company maintains all cash in deposit accounts, which at times may exceed
federally insured limits. The Company has not experienced a loss in such
accounts.
EARNINGS PER COMMON SHARE
Basic earnings per common share is computed based upon the weighted average
number of common shares outstanding during the period. Diluted earnings per
share consists of the weighted average number of common shares outstanding plus
the dilutive effects of options and warrants calculated using the treasury stock
method. In loss periods, dilutive common equivalent shares are excluded as the
effect would be anti-dilutive.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates and assumptions.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Company has adopted all recently issued accounting pronouncements. The
adoption of the accounting pronouncements is not anticipated to have a material
effect on the operations of the Company.
NOTE 3 - STOCKHOLDERS' EQUITY
During March 2004, the Company sold for $100,000 cash 5,400,000 shares of its
$.001 par value common stock to various investors. During December 2004 the
Company sold 1,400,000 shares of its $.001 par value common stock through its
Initial Public Offering for $10,000 and a subscription receivable for $109,000.
The subscription receivable was fully collected during 2005.
The Board of Directors declared a two-for-one forward stock split in July 2005.
All per-share amounts and number of shares outstanding in this report have been
restated retroactively for the stock split.
During May 2006, since no merger was consummated within 18 months the funds were
returned to the investor and the 1,400,000 shares of stock were returned to the
Company.
8
SRKP 1, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. Most office
services are provided without charge by the president. Such costs are immaterial
to the financial statements and accordingly, have not been reflected therein.
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities as they become available, such persons may face a conflict in
selecting between the Company and their other business interests. The Company
has not formulated a policy for the resolution of such conflicts.
NOTE 5 - DUE TO STOCKHOLDERS
During 2006 certain stockholders advanced the Company $30,000 to pay for
operating expenses. These funds have been advanced interest free and are due on
demand.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
OPERATION
This Form 10-QSB contains forward-looking statements. Our actual results
could differ materially from those set forth as a result of general economic
conditions and changes in the assumptions used in making such forward-looking
statements. The following discussion and analysis of our financial condition and
results of operations should be read together with the audited consolidated
financial statements and accompanying notes and the other financial information
appearing else where in this quarterly report on Form 10-QSB and our annual
report on Form 10-KSB for the year ended December 31, 2005 filed with the
Securities and Exchange Commission. The analysis set forth below is provided
pursuant to applicable Securities and Exchange Commission regulations and is not
intended to serve as a basis for projections of future events. Refer also to
"Special Note Regarding Forward Looking Statements" as contained in our annual
report on Form 10-KSB for the year ended December 31, 2005.
History and Organization
We were organized under the laws of the State of Delaware on March 16,
2004. Since our inception, we have been engaged in organizational efforts and
obtaining initial financing. We were formed as a vehicle to pursue a business
combination. We have made no efforts to identify a possible business combination
and, as a result, have not conducted negotiations or entered into a letter of
intent concerning any target business. We have no full-time employees. Our
officers and directors allocate a portion of their time to the activities of
SRKP 1 without compensation. We do not expect to make any acquisitions of
property.
We are, based on proposed business activities, a "blank check" company.
The Securities and Exchange Commission defines those companies as "any
development stage company that is issuing a penny stock, within the meaning of
Section 3(a)(51) of the Exchange Act, and that has no specific business plan or
purpose, or has indicated that its business plan is to merge with an
unidentified company or companies." Management does not intend to undertake any
efforts to cause a market to develop in our securities, either debt or equity,
until we have successfully concluded a business combination.
We conducted a "blank check" offering subject to Rule 419 of Regulation C
under the Securities Act of 1934, whereby we sold 1,400,000 (post-split) shares
of common stock, which shall be held in escrow pending the consummation of a
business combination. Because we did not complete a business combination within
the required timeframe, the investments were returned to the investors in the
"blank check" offering. Refer also to "Operations" below.
On July 12, 2005, we filed a Certificate of Amendment to our Certificate
of Incorporation with the Secretary of State of Delaware to effect a 2-for-1
forward split (the "Stock Split") of our outstanding shares of common stock.
Holders of a majority of our outstanding shares of common stock approved the
Stock Split by action of written consent on July 8, 2005. The number of
authorized shares, and the par value, of our common stock was not affected by
the Stock Split.
Operations
We were organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. Our principal business objective for the
next 12-14 months will be to achieve long-term growth potential through a
combination with a business rather than immediate, short-term earnings. We will
not restrict our potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of business.
10
We do not currently engage in any business activities that provide cash
flow. The reference to us as a "blank check" company is because investors will
entrust their investment monies to our management without knowing the ultimate
use to which their money may be put. All of the proceeds of our public offering
are intended to be utilized generally to effect a business combination.
Investors will have an opportunity to evaluate the specific merits or risks only
of the business combination our management decides to enter into. Because we did
not complete a business combination by May 8, 2006, which is 18 months from our
offering that commenced on November 8, 2004, the entire proceeds of that
offering were returned to those who subscribed to the offering. We plan to
continue as a public company and continue to search for a business combination
candidate.
During the next 12-14 months we anticipate incurring costs related to:
(i) filing of Exchange Act reports (approximately $15,000),
(ii) filing of a registration statement, upon identification of a
suitable merger candidate (approximately $25,000), and
(iii) costs relating to consummating a stockholder approved acquisition
(approximately $50,000).
We believe we will be able to meet these costs that we incur through
current monies in our treasury ($3,477 as of June 30, 2006), additional amounts,
as necessary, to be loaned to us by our management or promoters and deferral of
fees by certain service providers, if necessary. Any advancement would be made
in connection with our management's and promoters' oral commitment to make
payments for our expenses, prior to the consummation of a business combination,
to the extent such expenses are not deferred and would either exceed our
available funds or would render us effectively insolvent upon our payment. Any
loans by our management or promoters would be on an interest free basis, payable
only upon consummation of a merger transaction. Upon consummation of a business
combination, we may reimburse our management or promoters for any such loans out
of the proceeds of this offering or of that transaction.
We may consider a business which has recently commenced operations, is a
developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an established
business which may be experiencing financial or operating difficulties and is in
need of additional capital. In the alternative, a business combination may
involve the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a public trading
market for its shares, while avoiding, among other things, the time delays,
significant expense, and loss of voting control which may occur in a public
offering.
Our management anticipates that it will likely be able to effect only one
business combination, due primarily to our limited financing, and the dilution
of interest for present and prospective stockholders, which is likely to occur
as a result of our management's plan to offer a controlling interest to a target
business in order to achieve a tax free reorganization. This lack of
diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against gains from another.
We anticipate that the selection of a business combination will be complex
and extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries and shortages of available capital, our
management believes that there are numerous firms seeking even the limited
additional capital which we will have and/or the perceived benefits of becoming
a publicly traded corporation. Such perceived benefits of becoming a publicly
traded corporation include, among other things, facilitating or improving the
terms on which additional equity financing may be obtained, providing liquidity
for the principals of a business, creating a means for providing incentive stock
options or similar benefits to key employees, and providing liquidity, subject
to restrictions of applicable statutes, for all stockholders. Potentially
available business combinations may occur in many different industries and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.
11
We currently have two part time employees. We do not expect any
significant changes in the number of our employees during the next 12 months
unless we consummate a business combination.
Evaluation of Business Combinations
Our officers and directors will analyze or supervise the analysis of
prospective business combinations. Our management intends to concentrate on
preliminary prospective business combinations, which may be brought to its
attention through present associations or other third parties. We do not
currently intend to retain any entity to act as a "finder" to identify and
analyze the merits of potential target businesses. While we have not established
definitive criteria for acquisition candidates, we intend to focus on candidates
satisfying some, but not necessarily all, of the following criteria:
o A minimum of two years' operating history,
o At least $5.0 million in annual revenue and/or pre-tax profit of
$300,000 and
o At least $300,000 in stockholders' equity.
In analyzing prospective business combinations, our management will also
consider such matters as the following:
o Available technical, financial, and managerial resources,
o Working capital and other financial requirements,
o Prospects for the future,
o Nature of present and expected competition,
o The quality and experience of management services which may be
available and the depth of that management,
o The potential for further research, development, or exploration,
o Specific risk factors not now foreseeable but which then may be
anticipated to impact on our proposed activities,
o The potential for growth or expansion,
o The potential for profit,
o The perceived public recognition or acceptance of products or
services, and
o Name identification and other relevant factors.
As a part of our investigation, our officers and directors will meet
personally with management and key personnel, visit and inspect material
facilities, check references of management and key personnel, and take other
reasonable investigative measures, to the extent of our limited financial
resources and management expertise.
We anticipate that any business combination will present certain risks. We
may not be able adequately to identify many of these risks prior to selection.
Our investors must, therefore, depend on the ability of our management to
identify and evaluate these risks. We anticipate that the principals of some of
the combinations which will be available to us will have been unable to develop
a going concern or that such business will be in its development stage in that
it has not generated significant revenues from its principal business activity.
The risk exists that even after the consummation of such a business combination
and the related expenditure of our funds, the combined enterprise will still be
unable to become a going concern or advance beyond the development stage. Many
of the potential business combinations may involve new and untested products,
processes or market strategies. We may assume such risks although they may
adversely impact on our stockholders because we consider the potential rewards
to outweigh them.
12
Business Combinations
The actual terms of a business combination cannot be predicted. In
implementing a structure for a particular business combination, we may become a
party to a merger, consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity. We may alternatively purchase
stock or assets of an existing business.
Any merger, acquisition or other business combination can be expected to
have a significant dilutive effect on the percentage of shares held by our
existing stockholders, including investors in our public offering. The target
business we consider will, in all probability, have significantly more assets
than we do. Therefore, in all likelihood, our management will offer a
controlling interest in our company to the owners of the target business. While
the actual terms of a transaction to which we may be a party cannot be
predicted, we expect that the parties to the business transaction will find it
desirable to avoid the creation of a taxable event and thereby structure the
acquisition in a so-called "tax-free" reorganization under Sections 368(a)(1) or
351 of the Internal Revenue Code. In order to obtain tax-free treatment under
the Internal Revenue Code, the owners of the acquired business may need to own
80% or more of the voting stock of the surviving entity. As a result, our
stockholders, including investors in our public offering, would retain 20% or
less of the issued and outstanding shares of the surviving entity, which would
result in significant dilution in percentage of the entity after the combination
and may also result in a reduction in the net tangible book value per share of
our investors. In addition, a majority or all of our directors and officers will
probably, as part of the terms of the acquisition transaction, resign as
directors and officers.
Our management will not actively negotiate or otherwise consent to the
purchase of any portion of their common stock as a condition to or in connection
with a proposed business combination, unless such a purchase is demanded by the
principals of the target company as a condition to a merger or acquisition. Our
officers and directors have agreed to this restriction which is based on an oral
understanding between members of our management. Members of our management are
unaware of any circumstances under which such policy, through their own
initiative, may be changed.
The issuance of substantial additional securities and their potential sale
into any trading market which may develop in our common stock may have a
depressive effect on our trading market.
The structure of the business combination will depend on, among other
factors:
o The nature of the target business,
o Our needs and desires and the needs and desires of the persons
controlling the target business,
o The management of the target business, and
o Our relative negotiating strength compared to the strength of the
persons controlling the target business.
We will not purchase the assets of any company of which a majority of the
outstanding capital stock is beneficially owned by one or more of our officers,
directors, promoters, affiliates or associates. Furthermore, we intend to adopt
a procedure whereby a special meeting of our stockholders will be called to vote
upon a business combination with an affiliated entity, and stockholders who also
hold securities of such affiliated entity will be required to vote their shares
of stock in the same proportion as our publicly held shares are voted. Our
officers and directors have not approached and have not been approached by any
person or entity with regard to any proposed business venture which desires to
be acquired by us. If at any time a business combination is brought to us by any
of our promoters, management, or their affiliates or associates, disclosure as
to this fact will be made in a public filing with the Securities and Exchange
Commission.
13
Reporting Requirements
We will exercise our duty to file independent audited financial statements
with the Securities and Exchange Commission as part of a Form 8-K upon
consummation of a merger or acquisition.
The Securities and Exchange Commission recently adopted new rules which
require a "shell company" (as that term is defined in Rule 12b-2 of under the
Securities Exchange Act of 1934, as amended, or the "Exchange Act") to file a
current report on Form 8-K reporting the material terms of the transaction when
that company completes a transaction which causes it to cease being a "shell
company." Because we fall under the definition of a "shell company," this
reporting requirement would apply to us in the event we complete a transaction
that causes us to cease being a "shell company."
Off Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
RISK FACTORS
There have been no material changes from the risk factors disclosed in the "Risk
Factors" section of our Form 10-KSB for the fiscal year ended December 31, 2005
as filed with the Securities and Exchange Commission.
ITEM 3. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of June 30, 2006, our management, with the participation of our Chief
Executive Officer, or "CEO," and Chief Financial Officer, of "CFO," performed an
evaluation of the effectiveness and the operation of our disclosure controls and
procedures as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act.
Based on that evaluation, the CEO and CFO concluded that our disclosure controls
and procedures were effective as of June 30, 2006.
Changes in Internal Controls
There have been no changes in our internal control over financial
reporting identified in connection with the evaluation required by paragraph (d)
Rule 13a-15 or 15d-15 under the Exchange Act that occurred during the quarter
ended June 30, 2006 that has materially affected, or is reasonably likely to
affect, our internal control over financial reporting.
14
PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There is no litigation of any type whatsoever pending or threatened
by or against us or our officers and/or directors.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
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
(a) Exhibits
31.1 Certification of Chief Executive Officer pursuant to Section
302(a) of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section
302(a) of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.*
* This exhibit shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made
before or after the date hereof and irrespective of any general incorporation
language in any filings.
15
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
August 14, 2006 SRKP 1, Inc.
(Registrant)
By: /s/ Richard Rappaport
--------------------------------------
Richard Rappaport
President (Principal Executive Officer)
By: /s/ Glenn Krinsky
--------------------------------------
Glenn Krinsky
Chief Financial Officer (Principal
Financial and Accounting Officer)
16