10SB12G: Registration of securities for small business [Section 12(g)]

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL

BUSINESS ISSUERS

UNDER SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number ______

SRKP 7, Inc.
---------------------------------------------
(Name of Small Business Issuer in its charter)


Delaware 20-2903526
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or formation) identification number)


1210 South Federal Highway, Suite 205
Deerfield Beach, FL 33441
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)


Issuer's telephone number: (310) 203-2902
facsimile number (310) 472-0578

Copies to:
David N. Feldman, Esq.
Feldman Weinstein LLP
420 Lexington Avenue
New York, NY 10170
(212) 869-7000

Securities to be registered under Section 12(b) of the Act: none

Securities to be registered under Section 12(g) of the Exchange Act:

Title of each class Name of Exchange on which
to be so registered
each class is to be registered

Common Stock, $.0001 N/A
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ITEM 1. DESCRIPTION OF BUSINESS

(a) Business Development

SRKP 7, Inc. (the "Company" or the "Registrant") was incorporated in the
State of Delaware on May 24, 2005. Since inception, the Company has been engaged
in organizational efforts and obtaining initial financing. The Company was
formed as a vehicle to pursue a business combination and has made no efforts to
identify a possible business combination. As a result, the Company has not
conducted negotiations or entered into a letter of intent concerning any target
business. The business purpose of the Company is to seek the acquisition of, or
merger with, an existing company.

(b) Business of Issuer

The Company, based on proposed business activities, is a "blank check"
company. The SEC 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." Many states have enacted statutes, rules and regulations limiting
the sale of securities of "blank check" companies in their respective
jurisdictions. 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. The Company intends to comply
with the periodic reporting requirements of the Exchange Act for so long as we
are subject to those requirements.

The Company was 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. The Company's
principal business objective for the next 12 months and beyond such time will be
to achieve long-term growth potential through a combination with a business
rather than immediate, short-term earnings. The Company will not restrict its
potential candidate target companies to any specific business, industry or
geographical location and, thus, may acquire any type of business.

The analysis of new business opportunities has and will be undertaken by
or under the supervision of the officers and directors of the Registrant. The
Registrant has considered potential acquisition transactions with several
companies, but as of this date has not entered into any definitive agreement
with any party. The Registrant has unrestricted flexibility in seeking,
analyzing and participating in potential business opportunities. In its efforts
to analyze potential acquisition targets, the Registrant will consider the
following kinds of factors:

(a) Potential for growth, indicated by new technology, anticipated market
expansion or new products;


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(b) Competitive position as compared to other firms of similar size and
experience within the industry segment as well as within the industry as a
whole;

(c) Strength and diversity of management, either in place or scheduled for
recruitment;

(d) Capital requirements and anticipated availability of required funds,
to be provided by the Registrant or from operations, through the sale of
additional securities, through joint ventures or similar arrangements or from
other sources;

(e) The cost of participation by the Registrant as compared to the
perceived tangible and intangible values and potentials;

(f) The extent to which the business opportunity can be advanced;

(g) The accessibility of required management expertise, personnel, raw
materials, services, professional assistance and other required items; and

(h) Other relevant factors.

In applying the foregoing criteria, no one of which will be controlling,
management will attempt to analyze all factors and circumstances and make a
determination based upon reasonable investigative measures and available data.
Potentially available business opportunities 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. Due to the Registrant's limited capital
available for investigation, the Registrant may not discover or adequately
evaluate adverse facts about the opportunity to be acquired.

FORM OF ACQUISITION

The manner in which the Registrant participates in an opportunity will
depend upon the nature of the opportunity, the respective needs and desires of
the Registrant and the promoters of the opportunity, and the relative
negotiating strength of the Registrant and such promoters.

It is likely that the Registrant will acquire its participation in a
business opportunity through the issuance of common stock or other securities of
the Registrant. Although the terms of any such transaction cannot be predicted,
it should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"),
depends upon whether the owners of the acquired business own 80% or more of the
voting stock of the surviving entity. If a transaction were structured to take
advantage of these provisions rather than other "tax free" provisions provided
under the Code, all prior stockholders would in such circumstances retain 20% or
less of the total issued and outstanding shares of the surviving entity. Under
other circumstances, depending upon the relative negotiating strength of the
parties, prior stockholders may retain substantially less than 20% of the total
issued and outstanding shares of the surviving entity. This could result in
substantial additional dilution to the equity of those who were stockholders of
the Registrant prior to such reorganization.


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The present stockholders of the Registrant will likely not have control of
a majority of the voting shares of the Registrant following a reorganization
transaction. As part of such a transaction, all or a majority of the
Registrant's directors may resign and new directors may be appointed without any
vote by stockholders.

In the case of an acquisition, the transaction may be accomplished upon
the sole determination of management without any vote or approval by
stockholders. In the case of a statutory merger or consolidation directly
involving the Company, it will likely be necessary to call a stockholders'
meeting and obtain the approval of the holders of a majority of the outstanding
shares. The necessity to obtain such stockholder approval may result in delay
and additional expense in the consummation of any proposed transaction and will
also give rise to certain appraisal rights to dissenting stockholders. Most
likely, management will seek to structure any such transaction so as not to
require stockholder approval.

It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial cost for accountants, attorneys
and others. If a decision is made not to participate in a specific business
opportunity, the costs theretofore incurred in the related investigation would
not be recoverable. Furthermore, even if an agreement is reached for the
participation in a specific business opportunity, the failure to consummate that
transaction may result in the loss to the Registrant of the related costs
incurred.

We presently have no employees apart from our management. Both of our
officers and directors are engaged in outside business activities and anticipate
that they will devote to our business only several hours per week until the
acquisition of a successful business opportunity has been consummated. We expect
no significant changes in the number of our employees other than such changes,
if any, incident to a business combination.

(c) Reports to security holders.

(1) The Company is not required to deliver an annual report to security
holders and at this time does not anticipate the distribution of such a report.

(2) The Company will file reports with the SEC. The Company will be a
reporting company and will comply with the requirements of the Securities
Exchange Act of 1934, as amended.


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(3) The public may read and copy any materials the Company files with the
SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC, which can be found at http://www.sec.gov.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The Company was 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 months and beyond such time will be to
achieve long-term growth potential through a combination with a business rather
than immediate, short-term earnings. The Company will not restrict our potential
candidate target companies to any specific business, industry or geographical
location and, thus, may acquire any type of business.

The Company does not currently engage in any business activities that
provide cash flow. The costs of investigating and analyzing business
combinations for the next 12 months and beyond such time will be paid with money
in our treasury.

During the next twelve months we anticipate incurring costs related to:

(i) filing of Exchange Act reports, and

(ii) costs relating to consummating an acquisition.

We believe we will be able to meet these costs through use of funds in our
treasury and additional amounts, as necessary, to be loaned to or invested in us
by our stockholders, management or other investors.

The Company 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.

None of our officers or directors has had any preliminary contact or
discussions with any representative of any other entity regarding a business
combination with us. Any target business that is selected may be a financially
unstable company or an entity in its early stages of development or growth,
including entities without established records of sales or earnings. In that
event, we will be subject to numerous risks inherent in the business and
operations of financially unstable and early stage or potential emerging growth
companies. In addition, we may effect a business combination with an entity in
an industry characterized by a high level of risk, and, although our management
will endeavor to evaluate the risks inherent in a particular target business,
there can be no assurance that we will properly ascertain or assess all
significant risks.


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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.

The Company anticipates 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 and investors in a business, creating
a means for providing incentive stock options or similar benefits to key
employees, and offering greater flexibility in structuring acquisitions, joint
ventures and the like through the issuance of stock. 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.

We do not currently intend to retain any entity to act as a "finder" to
identify and analyze the merits of potential target businesses. However, if we
do, at present, we contemplate that at least one of the third parties who may
introduce business combinations to us may be Westpark Capital, Inc., a Colorado
corporation and a registered broker-dealer. Richard Rappaport, our President and
one of our controlling stockholders, indirectly holds a 100% interest in, and is
the president of, Westpark Capital, Inc., an NASD member. Anthony C.
Pintsopoulos, one of our controlling stockholders and an officer and director,
is the Chief Financial Officer of Westpark Capital, Inc. Debbie Schwartzberg,
one of our controlling stockholders, is a noteholder of the parent company of
Westpark Capital, Inc.; her note entitles her to a 1.5% interest in the net
profits of the parent company of Westpark Capital, Inc. There is currently no
signed agreement or preliminary agreements or understandings between us and
Westpark Capital, Inc. Any finders fees paid to Westpark Capital, Inc. will be
comparable with unaffiliated third party fees.


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RISK FACTORS

An investment in the Company is highly speculative in nature and involves
an extremely high degree of risk.

There may be conflicts of interest between our management and our non-management
stockholders.

Conflicts of interest create the risk that management may have an
incentive to act adversely to the interests of other investors. A conflict of
interest may arise between our management's personal pecuniary interest and its
fiduciary duty to our stockholders. Further, our management's own pecuniary
interest may at some point compromise its fiduciary duty to our stockholders. In
addition, our officers and directors are currently involved with other blank
check companies and conflicts in the pursuit of business combinations with such
other blank check companies with which they and other members of our management
are, and may be the future be, affiliated with may arise. If we and the other
blank check companies that our officers and directors are affiliated with desire
to take advantage of the same opportunity, then those officers and directors
that are affiliated with both companies would abstain from voting upon the
opportunity. In the event of identical officers and directors, the officers and
directors will arbitrarily determine the company that will be entitled to
proceed with the proposed transaction. Further, WestPark Capital, Inc., a
registered broker-dealer, may act as investment banker, placement agent or
financial consultant to the Company or an acquisition candidate in connection
with a potential business combination transaction. Our officers and directors,
Richard Rappaport and Anthony C. Pintsopoulos (who are also stockholders) are
currently employed as Chief Executive Officer and Chief Financial Officer,
respectively, of WestPark Capital, Inc. We cannot assure you that conflicts of
interest among us, WestPark Capital and our stockholders will not develop.

Our business is difficult to evaluate because we have no operating history.

As the Company has no operating history or revenue and only minimal
assets, there is a risk that we will be unable to continue as a going concern
and consummate a business combination. The Company has had no recent operating
history nor any revenues or earnings from operations since inception. We have no
significant assets or financial resources. We will, in all likelihood, sustain
operating expenses without corresponding revenues, at least until the
consummation of a business combination. This may result in our incurring a net
operating loss that will increase continuously until we can consummate a
business combination with a profitable business opportunity. We cannot assure
you that we can identify a suitable business opportunity and consummate a
business combination.


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There is competition for those private companies suitable for a merger
transaction of the type contemplated by management.

The Company is in a highly competitive market for a small number of
business opportunities which could reduce the likelihood of consummating a
successful business combination. We are and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.

Future success is highly dependent on the ability of management to locate and
attract a suitable acquisition.

The nature of our operations is highly speculative and there is a
consequent risk of loss of your investment. The success of our plan of operation
will depend to a great extent on the operations, financial condition and
management of the identified business opportunity. While management intends to
seek business combination(s) with entities having established operating
histories, we cannot assure you that we will be successful in locating
candidates meeting that criterion. In the event we complete a business
combination, the success of our operations may be dependent upon management of
the successor firm or venture partner firm and numerous other factors beyond our
control.

The Company has no existing agreement for a business combination or other
transaction.

We have no arrangement, agreement or understanding with respect to
engaging in a merger with, joint venture with or acquisition of, a private or
public entity. No assurances can be given that we will successfully identify and
evaluate suitable business opportunities or that we will conclude a business
combination. Management has not identified any particular industry or specific
business within an industry for evaluation. We cannot guarantee that we will be
able to negotiate a business combination on favorable terms, and there is
consequently a risk that funds allocated to the purchase of our shares will not
be invested in a company with active business operations.

Management intends to devote only a limited amount of time to seeking a target
company which may adversely impact our ability to identify a suitable
acquisition candidate.

While seeking a business combination, management anticipates devoting no
more than a few hours per week to the Company's affairs. Our officers have not
entered into written employment agreements with us and are not expected to do so
in the foreseeable future. This limited commitment may adversely impact our
ability to identify and consummate a successful business combination.


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The time and cost of preparing a private company to become a public reporting
company may preclude us from entering into a merger or acquisition with the most
attractive private companies.

Target companies that fail to comply with SEC reporting requirements may
delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two, or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by some target
entities to prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise suitable acquisition
prospects that do not have or are unable to obtain the required audited
statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.

The Company may be subject to further government regulation which would
adversely affect our operations.

Although we will be subject to the reporting requirements under the
Exchange Act, management believes we will not be subject to regulation under the
Investment Company Act of 1940, as amended (the "Investment Company Act"), since
we will not be engaged in the business of investing or trading in securities. If
we engage in business combinations which result in our holding passive
investment interests in a number of entities, we could be subject to regulation
under the Investment Company Act. If so, we would be required to register as an
investment company and could be expected to incur significant registration and
compliance costs. We have obtained no formal determination from the Securities
and Exchange Commission as to our status under the Investment Company Act and,
consequently, violation of the Act could subject us to material adverse
consequences.

Any potential acquisition or merger with a foreign company may subject us to
additional risks.

If we enter into a business combination with a foreign concern, we will be
subject to risks inherent in business operations outside of the United States.
These risks include, for example, currency fluctuations, regulatory problems,
punitive tariffs, unstable local tax policies, trade embargoes, risks related to
shipment of raw materials and finished goods across national borders and
cultural and language differences. Foreign economies may differ favorably or
unfavorably from the United States economy in growth of gross national product,
rate of inflation, market development, rate of savings, and capital investment,
resource self-sufficiency and balance of payments positions, and in other
respects.

There is currently no trading market for our common stock.

Outstanding shares of our Common Stock cannot be offered, sold, pledged or
otherwise transferred unless subsequently registered pursuant to, or exempt from
registration under, the Securities Act and any other applicable federal or state
securities laws or regulations. These restrictions will limit the ability of our
stockholders to liquidate their investment.


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Our business will have no revenues unless and until we merge with or acquire an
operating business.

We are a development stage company and have had no revenues from
operations. We may not realize any revenues unless and until we successfully
merge with or acquire an operating business.

The Company intends to issue more shares in a merger or acquisition, which will
result in substantial dilution.

Our certificate of incorporation authorizes the issuance of a maximum of
100,000,000 shares of common stock and a maximum of 10,000,000 shares of
preferred stock. Any merger or acquisition effected by us may result in the
issuance of additional securities without stockholder approval and may result in
substantial dilution in the percentage of our common stock held by our then
existing stockholders. Moreover, the common stock issued in any such merger or
acquisition transaction may be valued on an arbitrary or non-arm's-length basis
by our management, resulting in an additional reduction in the percentage of
common stock held by our then existing stockholders. Our Board of Directors has
the power to issue any or all of such authorized but unissued shares without
stockholder approval. To the extent that additional shares of Common Stock or
Preferred Stock are issued in connection with a business combination or
otherwise, dilution to the interests of our stockholders will occur and the
rights of the holders of Common Stock might be materially adversely affected.

The Company has conducted no market research or identification of business
opportunities, which may affect our ability to identify a business to merge with
or acquire.

The Company has neither conducted nor have others made available to us
results of market research concerning prospective business opportunities.
Therefore, we have no assurances that market demand exists for a merger or
acquisition as contemplated by us. Our management has not identified any
specific business combination or other transactions for formal evaluation by us,
such that it may be expected that any such target business or transaction will
present such a level of risk that conventional private or public offerings of
securities or conventional bank financing will not be available. There is no
assurance that we will be able to acquire a business opportunity on terms
favorable to us. Decisions as to which business opportunity to participate in
will be unilaterally made by our management, which may act without the consent,
vote or approval of our stockholders.


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Because we may seek to complete a business combination through a "reverse
merger", following such a transaction we may not be able to attract the
attention of major brokerage firms.

Additional risks may exist since we will assist a privately held business
to become public through a "reverse merger." Securities analysts of major
brokerage firms may not provide coverage of our Company since there is no
incentive to brokerage firms to recommend the purchase of our common stock. No
assurance can be given that brokerage firms will want to conduct any secondary
offerings on behalf of our post-merger company in the future.

We cannot assure you that following a business combination with an operating
business, our common stock will be listed on NASDAQ or any other securities
exchange.

Following a business combination, we may seek the listing of our common
stock on NASDAQ or the American Stock Exchange. However, we cannot assure you
that following such a transaction, we will be able to meet the initial listing
standards of either of those or any other stock exchange, or that we will be
able to maintain a listing of our common stock on either of those or any other
stock exchange. After completing a business combination, until our common stock
is listed on the NASDAQ or another stock exchange, we expect that our common
stock would be eligible to trade on the OTC Bulletin Board, another
over-the-counter quotation system, or on the "pink sheets," where our
stockholders may find it more difficult to dispose of shares or obtain accurate
quotations as to the market value of our common stock. In addition, we would be
subject to an SEC rule that, if it failed to meet the criteria set forth in such
rule, imposes various practice requirements on broker-dealers who sell
securities governed by the rule to persons other than established customers and
accredited investors. Consequently, such rule may deter broker-dealers from
recommending or selling our common stock, which may further affect its
liquidity. This would also make it more difficult for us to raise additional
capital following a business combination.

There is no public market for our common stock, nor have we ever paid dividends
on our common stock.

There is no public trading market for our common stock and none is
expected to develop in the foreseeable future unless and until the Company
completes a business combination with an operating business and such business
files a registration statement under the Securities Act of 1933, as amended.
Additionally, we have never paid dividends on our Common Stock and do not
presently intend to pay any dividends in the foreseeable future. We anticipate
that any funds available for payment of dividends will be re-invested into the
Company to further its business strategy.

Authorization of Preferred Stock.

Our Certificate of Incorporation authorizes the issuance of up to
10,000,000 shares of preferred stock with designations, rights and preferences
determined from time to time by its Board of Directors. Accordingly, our Board
of Directors is empowered, without stockholder approval, to issue preferred
stock with dividend, liquidation, conversion, voting, or other rights which
could adversely affect the voting power or other rights of the holders of the
common stock. In the event of issuance, the preferred stock could be utilized,
under certain circumstances, as a method of discouraging, delaying or preventing
a change in control of the Company. Although we have no present intention to
issue any shares of its authorized preferred stock, there can be no assurance
that the Company will not do so in the future.


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Control by management.

Management currently owns approximately 48% of all the issued and
outstanding capital stock of the Company. Consequently, management has the
ability to influence control of the operations of the Company and, acting
together, will have the ability to influence or control substantially all
matters submitted to stockholders for approval, including:

o Election of the board of directors;

o Removal of any directors;

o Amendment of the Company's certificate of incorporation or
bylaws; and

o Adoption of measures that could delay or prevent a change in
control or impede a merger, takeover or other business
combination.

These stockholders will thus have substantial influence over our management and
affairs and other stockholders of the Company possess no practical ability to
remove management or effect the operations of the business of the Company.
Accordingly, this concentration of ownership by itself may have the effect of
impeding a merger, consolidation, takeover or other business consolidation, or
discouraging a potential acquiror from making a tender offer for the common
stock.

This registration statement contains forward-looking statements and information
relating to us, our industry and to other businesses.

These forward-looking statements are based on the beliefs of our management, as
well as assumptions made by and information currently available to our
management. When used in this prospectus, the words "estimate," "project,"
"believe," "anticipate," "intend," "expect" and similar expressions are intended
to identify forward-looking statements. These statements reflect our current
views with respect to future events and are subject to risks and uncertainties
that may cause our actual results to differ materially from those contemplated
in our forward-looking statements. We caution you not to place undue reliance on
these forward-looking statements, which speak only as of the date of this
prospectus. We do not undertake any obligation to publicly release any revisions
to these forward-looking statements to reflect events or circumstances after the
date of this prospectus or to reflect the occurrence of unanticipated events.


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ITEM 3. DESCRIPTION OF PROPERTY.

The Company neither rents nor owns any properties. The Company currently
has no policy with respect to investments or interests in real estate, real
estate mortgages or securities of, or interests in, persons primarily engaged in
real estate activities.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

(a) Security ownership of certain beneficial owners.

The following table sets forth, as of the date of this Registration
Statement, the number of shares of Common Stock owned of record and beneficially
by executive officers, directors and persons who hold 5% or more of the
outstanding Common Stock of the Company. Also included are the shares held by
all executive officers and directors as a group.


Amount and Nature of
Name and Beneficial Percentage
Address Ownership of Class

Debbie Schwartzberg 1,039,500 38.5%
800 5th Avenue
New York, New York 10021

Richard Rappaport 1,039,500 38.5%
210 South Federal Highway, Suite 205
Deerfield Beach, FL 33441

Tom Poletti 243,000 9%
1900 Avenue of the Stars, Suite 310
Los Angeles, CA 90067

Anthony C. Pintsopoulos 243,000 9%
210 South Federal Highway, Suite 205
Deerfield Beach, FL 33441

Glenn Krinsky 135,000 5%
1900 Avenue of the Stars, Suite 310
Los Angeles, CA 90067

All Officers and 1,282,500 47.5%
Directors as a group

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ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

(a) Identification of Directors and Executive Officers.

A. Identification of Directors and Executive Officers. The current officers and
directors will serve for one year or until their respective successors are
elected and qualified. They are:


Name Age Position

Richard A. Rappaport 45 President and Director

Anthony C. Pintsopoulos 49 Secretary, Chief Financial Officer and
Director

Richard A. Rappaport, President and Director, is the founder of Westpark
Capital, Inc. and has been its Chief Executive Officer since September 1999.
Westpark Capital, Inc. is a full service investment banking and securities
brokerage firm, which serves the needs of both private and public companies
worldwide, as well as individual and institutional investors. From April 1995
through September 1999, Mr. Rappaport was Director of Corporate Finance for
Global Securities, where he was responsible for all of the firms North American
Corporate finance activities. Global Securities was a registered broker-dealer
that has since terminated operations. Mr. Rappaport received a B.S. in 1981 from
the University of California at Berkeley and a M.B.A. in 1986 from the
University of California at Los Angeles.

Anthony C. Pintsopoulos, Chief Financial Officer, Secretary and a Director, is
the President and Chief Financial Officer at WestPark Capital, Inc. Prior to
joining WestPark Capital, Mr. Pintsopoulos was CFO and acting COO at Joseph,
Charles & Associates(JCA) a full service investment banking and securities
brokerage firm. Prior to JCA, from 1983 to 1995, Mr. Pintsopoulos served as CFO,
Treasurer and Board Member of Safety 1st, Inc., a manufacturer of juvenile
products. He administered the company's IPO and Secondary Offerings. Preceding
Safety 1st, Mr. Pintsopoulos worked at Coopers & Lybrand Boston, Massachusetts.
Also he owned his own CPA Firm in Massachusetts before merging it into Vitale,
Caturano & Co., PC (the largest CPA firm in New England, other than the Big 4).
In his CPA business, he has worked with both public and private entities in all
phases of business development. He holds a Bachelor of Business Administration
in Accounting from the University of Massachusetts, Amherst and holds NASD
licenses 7, 24, and 63. He is a Certified Public Accountant, a member of the
Massachusetts Society of Certified Public Accountants (MSCPA) and the American
Institute of Certified Public Accountants (AICPA).

B. Significant Employees. None.

C. Family Relationships. None.


14


D. Involvement in Certain Legal Proceedings. In August 2004, Richard Rappaport,
the Registrant's president and member of our board of directors, entered into a
consent decree with the National Association of Securities Dealers, Inc.,
without admitting or denying any liability, whereby he voluntarily surrendered
his Series 24 license for a period of 30 days and paid a fine of $50,000. Other
than this matter, there have been no events under any bankruptcy act, no
criminal proceedings and no judgments, injunctions, orders or decrees material
to the evaluation of the ability and integrity of any director, executive
officer, promoter or control person of Registrant during the past five years.

E. The Board of Directors acts as the Audit Committee and the Board has no
separate committees. The Company has no qualified financial expert at this time
because it has not been able to hire a qualified candidate. Further, the Company
believes that it has inadequate financial resources at this time to hire such an
expert. The Company intends to continue to search for a qualified individual for
hire.

PRIOR BLANK CHECK COMPANY EXPERIENCE

As indicated below, members of the management also serve as officers and
directors of SRKP 1, Inc., SRKP 2, Inc., SRKP 3, Inc., SRKP 4, Inc., SRKP 5,
Inc., SRKP 6, Inc. and SRKP 8, Inc. (SRKP 1-3 have filed registration statements
on Form SB-2 for offerings pursuant to Rule 419 of the Securities Act of 1933,
as amended, and SRKP 4-6 and 8 have filed registration statements on Form 10-SB
under the Securities Exchange Act of 1934, as amended).