U.S. SECURITIES AND EXCHANGE
COMMISSION Washington, D.C.
20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2005
[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-51476
SRKP 7, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 20-2903526
- -------- ----------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
210 South Federal Highway, Suite 205
Deerfield Beach, FL 33441
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (310) 203-2902
No change
---------
(Former name, former address and former
fiscal year, if changed since last report)
Copies to:
Feldman Weinstein LLP
420 Lexington Avenue
Suite 2620
New York, NY 10170
Attn: David N. Feldman, Esq.
Tel: (212) 869-7000
Fax: (212) 997-4242
Check whether the issuer (1) 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 X No.
Check whether the issuer is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes X No.
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 2,700,000 shares of Common
Stock, par value $ .0001 per share, outstanding as of November 7, 2005.
Transitional Small Business Disclosure Format (Check one): YES [ ] NO [X]
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SRKP 7, INC.
- INDEX -
PART I- FINANCIAL INFORMATION:
Page
Item 1. Financial Statements: 4.
Balance Sheets - September 30, 2005 (unaudited) and June 30, 2005 5.
Statements of Operations (unaudited) for the cumulative period during
the development stage (May 24, 2005 to September 30, 2005) and the
three months ended September 30, 2005 6.
Statement of Cash Flows (unaudited) for the cumulative period during
the development stage (May 24, 2005 to September 30, 2005) 7.
Notes to Financial Statements 8.
Item 2. Management's Discussion and Analysis or Plan of Operation 10.
Item 3. Controls and Procedures 10.
PART II - OTHER INFORMATION:
Item 1. Legal Proceedings 11.
Item 2. Changes in Securities 11.
Item 3. Defaults Upon Senior Securities 11.
Item 4. Submission of Matters to a Vote of Security Holders 11.
Item 5. Other Information 11.
Item 6. Exhibits and Reports on Form 8-K 11.
Signatures 13.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
in accordance with the instructions for Form 10-QSB. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.
In the opinion of management, the financial statements contain all material
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the financial condition, results of operations, and cash flows of
the Company for the interim periods presented.
The results for the period from inception, May 24, 2005, to September 30, 2005
are not necessarily indicative of the results of operations for the full year.
These financial statements and related footnotes should be read in conjunction
with the financial statements and footnotes thereto included in the Company's
Form 10-SB filed with the Securities and Exchange Commission for the period
ended June 30, 2005.
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SRKP 7, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
SEPTEMBER 30, JUNE 30,
2005 2005
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(UNAUDITED)
ASSETS:
Cash $ 1,633 10,250
Stock Subscription Receivable -- 2,250
- -- ------------ -------------
$ 1,633 $ 12,500
============ =============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES $ -- $ --
------------ -------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $.0001 par value, 10,000,000 shares
authorized, none issued -- --
Common stock, $.0001 par value, 100,000,000 shares
authorized, 2,700,000 shares issued and
outstanding 270 270
Additional paid-in capital 24,730 24,730
(Deficit) accumulated during development stage (23,367) (12,500)
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Total Stockholders' Equity 1,633 12,500
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$ 1,633 $ 12,500
============ =============
SEE ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS
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SRKP 7, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
CUMULATIVE
FROM
MAY 24,
2005
FOR THE THREE (INCEPTION)
MONTHS ENDED TO
SEPTEMBER 30, SEPTEMBER 30,
2005 2005
------------- -------------
(UNAUDITED) (UNAUDITED)
REVENUE $ -- $ --
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EXPENSES 10,867 23,367
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NET (LOSS) $ (10,867) $ (23,367)
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NET (LOSS) PER COMMON SHARE - BASIC $ * $ (0.01)
============= =============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 2,700,000 2,700,000
============= =============
* Less than $.01
SEE ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS
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SRKP 7, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
CUMULATIVE
FROM
MAY 24,
2005
(INCEPTION)
TO
SEPTEMBER 30,
2005
-------------
(UNAUDITED)
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
Net (loss) $ (23,367)
-------------
Net Cash (Used) by Operating Activities (23,367)
-------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock issued for cash 22,750
Collection of subscription receivable 2,250
-------------
Net Cash Provided by Financing Activities 25,000
-------------
NET CHANGE IN CASH 1,633
BEGINNING CASH --
-------------
ENDING CASH 1,633
=============
SEE ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS
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SRKP 7, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
HISTORY
SRKP 7, Inc. (the Company), a development stage company, was organized under the
laws of the State of Delaware on May 24, 2005. The Company is in the development
stage as defined in Financial Accounting Standards Board Statement No. 7. The
fiscal year end is December 31.
The Company filed a Form 10-SB registration statement with the Securities and
Exchange Commission (SEC) pursuant to Section 12(g) of the Securities Exchange
Act of 1934. The registration statement has been declared effective as of
October 3, 2005.
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. These
conditions raise substantial doubt about it's ability to continue as a going
concern.
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.
DEFERRED OFFERING COSTS
Deferred offering costs, consisting of legal, accounting and filing fees
relating to the offering will be capitalized. The deferred offering costs will
be offset against offering proceeds in the event the offering is successful. In
the event the offering is unsuccessful or is abandoned, the deferred offering
costs will be expensed.
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SRKP 7, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
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
A 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 2 - STOCKHOLDERS' EQUITY
During May 2005, the Company sold for $22,750 cash and a stock subscription
receivable of $2,250, 2,700,000 shares of its $.0001 par value common stock to
various investors. The Company fully collected on the stock subscription
receivable during the period.
NOTE 3 - 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 that 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.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The Company incurred a net loss of $10,867 for the three months ended
September 30, 2005 and $23,367 for the period from May 24, 2005 (inception) to
September 30, 2005, respectively. Combined with the fact that the Company has
virtually no working capital and an accumulated deficit of $23,367 as of
September 30, 2005, it is management's assertion that these circumstances may
hinder the Company's ability to continue as a going concern.
Plan of Operation. The Company has not realized any revenues from
operations since May 24, 2005 (inception), and its plan of operation for the
next twelve months shall be to continue its efforts to locate suitable
acquisition candidates. The Company can provide no assurance that it can
continue to satisfy its cash requirements for at least the next twelve months.
Liquidity and Capital Resources. As of September 30, 2005, the Company had
assets consisting of $1,633 in cash. This compares to assets of $10,250 in cash
as of June 30, 2005.
Results of Operations. The Company has not conducted any active operations
since inception, except for its efforts to locate suitable acquisition
candidates. No revenue has been generated by the Company from May 24, 2005
(inception) to September 30, 2005. It is unlikely the Company will have any
revenues unless it is able to effect an acquisition, or merger with an operating
company, of which there can be no assurance.
ITEM 3. CONTROLS AND PROCEDURES.
Evaluation of disclosure controls and procedures.
- -------------------------------------------------
We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules, regulations and related forms, and
that such information is accumulated and communicated to the our principal
executive officer and principal financial officer, as appropriate, to allow
timely decisions regarding required disclosure.
Within the 90 days prior to the filing date of this quarterly report, we carried
out an evaluation, under the supervision and with the participation of our
management, including our principal executive officer and principal financial
officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our principal executive
officer and principal financial officer concluded that our disclosure controls
and procedures were effective.
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Changes in internal controls.
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There have been no significant changes in our internal controls or in other
factors that could significantly affect these controls and procedures subsequent
to the date we completed our evaluation. Therefore, no corrective actions were
taken.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS. To the best knowledge of the officers and directors,
the Company is not a party to any legal proceeding or litigation.
ITEM 2. CHANGES IN SECURITIES. 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 AND REPORTS ON FORM 8-K.
(a) Exhibits required by Item 601 of Regulation S-B.
Exhibit No. Description
*3.1 Certificate of Incorporation, as filed with the Delaware
Secretary of State on May 24, 2005.
*3.2 By-Laws
31.1 Certification of the Company's Principal Executive
Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, with respect to the registrant's Quarterly
Report on Form 10-QSB for the quarter ended September
30, 2005.
31.2 Certification of the Company's Principal Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, with respect to the registrant's Quarterly
Report on Form 10-QSB for the quarter ended September
30. 2005.
32.1 Certification of the Company's Principal Executive
Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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32.2 Certification of the Company's Principal Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
* Filed as an exhibit to the Company's Registration Statement on Form 10-SB,
as filed with the Securities and Exchange Commission on August 3, 2005,
and incorporated herein by this reference.
(b) Reports on Form 8-K. None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused the Report to be signed on its behalf by
the undersigned thereunto duly authorized.
Dated: November 8, 2005 SRKP 7, Inc.
By: /s/ Richard A. Rappaport
-----------------------------------
Richard A. Rappaport
President
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