10QSB: Optional form for quarterly and transition reports of small business issuers
Published on May 15, 2006
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 March 31, 2006
o
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
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20-2903526
|
|
(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
employer identification number)
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1900
Avenue of the Stars, Suite 310
Los Angeles, CA |
90067
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|
(Address
of principal executive offices)
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(Zip
Code)
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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 Noo.
Check
whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes X Noo.
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 May 11, 2006.
Transitional
Small Business Disclosure Format (Check one): YES
o NO
x
SRKP
7, INC.
-
INDEX -
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Page(s)
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PART I- FINANCIAL INFORMATION: | ||||
Item
1. Financial Statements:
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1
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Balance
Sheets - March 31, 2006 (unaudited) and December 31, 2005
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2
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Statements
of Operations (unaudited) for the three months ended
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March
31, 2006 and for the cumulative period during the development stage
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(May
24, 2005 to March 31, 2006)
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3
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Statements
of Cash Flows (unaudited) for the three months ended
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March
31, 2006 and for the cumulative period during the development
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stage
(May 24, 2005 to March 31, 2006)
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4
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||||
Notes
to Financial Statements
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5
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||||
Item
2. Management's Discussion and Analysis or Plan of
Operation
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7
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||||
Item
3. Controls and Procedures
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7
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PART
II - OTHER INFORMATION:
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Item
1. Legal Proceedings
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8
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||||
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
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8
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||||
Item
3. Defaults Upon Senior Securities
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8
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Item
4. Submission of Matters to a Vote of Security Holders
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8
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Item
5. Other Information
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8
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Item
6. Exhibits
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8
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Signatures
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9
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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 three-month period ended March 31, 2006 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-KSB
filed with the Securities and Exchange Commission for the period ended December
31, 2005.
1
SRKP
7, INC.
(A
Development Stage Company)
BALANCE
SHEETS
ASSETS
March
31, 2006 |
December
31, 2005 |
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(Unaudited)
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|||||||
ASSETS
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$
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3,035
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$
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4,631
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Cash | |||||||
$
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3,035
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$
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4,631
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||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
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|||||||
LIABILITIES | |||||||
Accounts
Payable
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$
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400
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$
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-
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Due
to Stockholders
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12,500
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12,500
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Total
Liabilities
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12,900
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12,500
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COMMITMENTS
AND CONTINGENCIES
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STOCKHOLDERS’
EQUITY (DEFICIT):
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Preferred
stock, $.0001 par value, 10,000,000 shares authorized, none
issued
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-
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-
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Common
stock, $.0001 par value, 100,000,000 shares authorized, 2,700,000
shares
issued and outstanding
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270
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270
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Additional
paid-in capital
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24,730
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24,730
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(Deficit)
accumulated during development stage
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(34,865
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)
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(32,869
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)
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Total
Stockholders’ Equity (Deficit)
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(9,865
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)
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(7,869
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)
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$
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3,035
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$
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4,631
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SEE
ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS
2
SRKP
7, INC.
(A
Development Stage Company)
STATEMENTS
OF OPERATIONS
For
the Three Months Ended March
31, 2006
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Cumulative from
May 24, (2005 Inception) To March 31, 2006
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(Unaudited)
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(Unaudited)
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REVENUE
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$
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-
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$
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-
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EXPENSES
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1,996
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34,865
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NET
(LOSS)
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$
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(1,996
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)
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$
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(34,865
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)
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NET
(LOSS) PER COMMON SHARE - BASIC
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$
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*
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$
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(.01
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)
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WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
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2,700,000
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2,700,000
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*
Less
than $.01
SEE
ACCOMPANYING FOOTNOTES TO THE FINANCIAL
STATEMENTS
3
SRKP
7, INC.
(A
Development Stage Company)
STATEMENT
OF CASH FLOWS
For The
Three
Months
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Cumulative
from
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(Unaudited)
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(Unaudited)
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CASH
FLOWS FROM (TO) OPERATING ACTIVITIES:
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Net
(loss)
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$
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(1,996
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)
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$
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(34,865
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)
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Increase
in Accounts Payable
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400
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400
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Net
Cash (Used in) Operating Activities
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(1,596
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)
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(34,465
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)
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CASH
FLOWS FROM FINANCING ACTIVITIES:
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Common
stock issued for cash
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---
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25,000
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Advances
to stockholders
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---
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12,500
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Net
Cash Provided by Financing Activities
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---
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37,500
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NET
CHANGE IN CASH
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(1,596
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)
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3,035
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BEGINNING
CASH
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4,631
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---
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ENDING
CASH
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$
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3,035
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$
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3,035
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SEE
ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS
4
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.
5
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 $25,000 cash 2,700,000 shares of its $.0001
par
value common stock to various investors.
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.
NOTE
4 - DUE TO STOCKHOLDERS
During
the fourth quarter of 2005 certain stockholders advanced the Company $12,500
to
pay for operating expenses. These funds have been advanced interest free
and are
due on demand.
6
Item
2. Management’s Discussion and Analysis or Plan of Operation.
The
Company incurred a net loss of $1,996 for the three months ended March 31,
2006
and $34,865 for the period from May 24, 2005 (inception) to March 31, 2006.
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
March 31, 2006, the Company had assets consisting of $3,035 in cash. This
compares to assets of $4,631 in cash as of December 31, 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 March 31, 2006. 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.
Changes
in internal controls.
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.
7
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. 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
Exhibits
required by Item 601 of Regulation S-B.
Exhibit
No.
|
Description
|
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*3.1
|
Certificate
of Incorporation, as filed with the Delaware Secretary of State
on May 24,
2005.
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*3.2
|
By-Laws
|
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31.1
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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 March 31,
2006.
|
|
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 forthe quarter ended March 31,
2006.
|
|
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.
|
|
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.
8
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: May 12, 2006 | SRKP 7, Inc. | |
|
|
|
By: | /s/ Richard Rappaport | |
Richard A. Rappaport
President
|
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9