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 | 20-2903526 | |
| (State
                    or other jurisdiction of incorporation
                    or organization) | (I.R.S.
                    employer identification number) | 
| 1900
                    Avenue of the Stars,  Suite 310 Los Angeles, CA | 90067 | |
| (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 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 -
      |  |  |  | Page(s) | |
| PART I- FINANCIAL INFORMATION: | ||||
| Item
                  1. Financial Statements:  | 
1   | |||
|  | ||||
| Balance
                  Sheets - March 31, 2006 (unaudited) and December 31, 2005 | 2 | |||
|  | ||||
| Statements
                  of Operations (unaudited) for the three months ended  |  | |||
| March
                  31, 2006 and for the cumulative period during the development stage
                   |  | |||
| (May
                  24, 2005 to March 31, 2006) | 3 | |||
|  | ||||
| Statements
                  of Cash Flows (unaudited) for the three months ended  |  | |||
| March
                  31, 2006 and for the cumulative period during the development
                   |  | |||
| stage
                  (May 24, 2005 to March 31, 2006)  | 4 | |||
|  | ||||
| Notes
                  to Financial Statements | 5 | |||
|  | ||||
| Item
                  2. Management's Discussion and Analysis or Plan of
                  Operation | 7 | |||
|  | ||||
| Item
                  3. Controls and Procedures | 7 | |||
|  | ||||
| 
PART
                  II - OTHER INFORMATION:
 |  | |||
|  | ||||
| Item
                  1. Legal Proceedings  | 8 | |||
|  | ||||
| Item
                  2. Unregistered Sales of Equity Securities and Use of
                  Proceeds | 8 | |||
|  | ||||
| Item
                  3. Defaults Upon Senior Securities | 8 | |||
|  | ||||
| Item
                  4. Submission of Matters to a Vote of Security Holders  | 8 | |||
|  | ||||
| Item
                  5. Other Information | 8 | |||
|  | ||||
| Item
                  6. Exhibits | 8 | |||
|  | ||||
| Signatures | 9 | 
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 | ||||||
| (Unaudited) | |||||||
| ASSETS | $ | 3,035 | $ | 4,631 | |||
| Cash | |||||||
| $ | 3,035 | $ | 4,631 | ||||
| LIABILITIES
                  AND STOCKHOLDERS’ EQUITY (DEFICIT) | |||||||
| LIABILITIES | |||||||
| Accounts
                  Payable | $ | 400 | $ | - | |||
| Due
                  to Stockholders | 12,500 | 12,500 | |||||
| Total
                  Liabilities | 12,900 | 12,500 | |||||
| COMMITMENTS
                  AND CONTINGENCIES | |||||||
| STOCKHOLDERS’
                  EQUITY (DEFICIT): | |||||||
| 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 | (34,865 | ) | (32,869 | ) | |||
| Total
                  Stockholders’ Equity (Deficit)  | (9,865 | ) | (7,869 | ) | |||
| $ | 3,035 | $ | 4,631 | ||||
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
 | 
Cumulative from
                    May 24, (2005 Inception) To March 31, 2006
 |  | |||||
| (Unaudited) | (Unaudited) | ||||||
| REVENUE | $ | - | $ | - | |||
| EXPENSES | 1,996 | 34,865 | |||||
| NET
                  (LOSS) | $ | (1,996 | ) | $ | (34,865 | ) | |
| NET
                  (LOSS) PER COMMON SHARE - BASIC | $ | * | $ | (.01 | ) | ||
| WEIGHTED
                  AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 2,700,000 | 2,700,000 | |||||
*
        Less
        than $.01
      SEE
        ACCOMPANYING FOOTNOTES TO THE FINANCIAL
        STATEMENTS
3
          SRKP
        7, INC.
      (A
        Development Stage Company)
      STATEMENT
        OF CASH FLOWS
      | For TheThree
                        Months | Cumulativefrom | ||||||
| (Unaudited) | (Unaudited) | ||||||
| CASH
                  FLOWS FROM (TO) OPERATING ACTIVITIES: | |||||||
| Net
                  (loss) | $ | (1,996 | ) | $ | (34,865 | ) | |
| Increase
                  in Accounts Payable | 400 | 400 | |||||
| Net
                  Cash (Used in) Operating Activities | (1,596 | ) | (34,465 | ) | |||
| CASH
                  FLOWS FROM FINANCING ACTIVITIES: | |||||||
| Common
                  stock issued for cash | --- | 25,000 | |||||
| Advances
                  to stockholders | --- | 12,500 | |||||
| Net
                  Cash Provided by Financing Activities | --- | 37,500 | |||||
| NET
                  CHANGE IN CASH  | (1,596 | ) | 3,035 | ||||
| BEGINNING
                  CASH | 4,631 | --- | |||||
| ENDING
                  CASH | $ | 3,035 | $ | 3,035 | |||
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 | |
| *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 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 | ||
9