U.S.
SECURITIES AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 Form
10-K
 
 (Mark
One)
 
 x ANNUAL REPORT UNDER
SECTION 13 OR 15(d)
 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
 For the
fiscal year ended December 31, 2010
 
  ̈ TRANSITION REPORT UNDER
SECTION 13 OR 15(d)
 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
 For the
transition period from ______________ to ______________
 
 Commission
File Number 000-52537
  
  SRKP
3, Inc.
 (Exact
name of registrant as specified in its charter)
  
 Delaware
                  
                  75-3189552(State
      or other jurisdiction of
                    incorporation
      or organization)
                  
                  (I.R.S.
      Employer
                    Identification
      No.)
 
 4737
North Ocean Drive, Suite 207, Lauderdale by the Sea, FL 33308
 
 (Address
of principal executive offices)
 
 (310)
203-2902
 
 (Registrant’s
telephone number, including area code)
  
 Securities
registered under Section 12(b) of the Exchange Act:
  None.
 
 Securities
registered under Section 12(g) of the Exchange Act:
 
 Common
Stock, $0.001 par value per share
 (Title of
Class)
  Check
whether the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act. Yes  ̈ No x
 
 Check
whether the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. Yes  ̈ No x
 
 Check
whether the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes x No  ̈
 
 Check
whether the registrant has submitted electronically and posted on its corporate
website, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes  ̈ No  ̈
 
 Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K (§229.405 of this chapter) contained herein, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x
 
 Check
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act. (Check one):
 
 Large
      Accelerated Filer
               ̈
              Accelerated
      Filer
               ̈Non-accelerated
      Filer
               ̈
              Smaller
      Reporting Company
              x(Do
      not check if a smaller reporting company.)
 
 Check
whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes x No
 ̈
 
 As of
December 31, 2010, there were 3 non-affiliate holders of common stock of the
Company.
 
 APPLICABLE
ONLY TO CORPORATE REGISTRANTS
 
 As of
February 22, 2011, there were 2,700,000 shares of common stock, par value $.001,
outstanding.
  
  FORWARD-LOOKING
STATEMENTS
  Certain
statements made in this Annual Report on Form 10-K are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of SRKP 3, Inc. (the
“Company”) to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. The
forward-looking statements included herein are based on current expectations
that involve numerous risks and uncertainties. The Company's plans and
objectives are based, in part, on assumptions involving the continued expansion
of business. Assumptions relating to the foregoing involve judgments with
respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this Report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.
 2
  PART
I
 
 Item
1. Description of Business.
  SRKP 3,
Inc. (“we”, “us”, “our” or the “Company”) was incorporated in the State of
Delaware on April 29, 2005 and maintains its principal executive offices at 4737
North Ocean Drive, Suite 207, Lauderdale by the Sea, FL 33308. 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
through the acquisition of, or merger with, an operating business. On July 7,
2005, the Company filed a registration statement on Form SB-2 with the
Securities and Exchange Commission (the “SEC”) to conduct a blank check offering
subject to Rule 419 (“Rule 419”) of the Securities Act of 1933, as amended (the
“Securities Act”). The registration statement was declared effective by the SEC
on May 15, 2006. Pursuant to Rule 419, the Company had 180 days from the
effective date to conduct and complete the offering, which called for the sale
of 700,000 shares of common stock, par value $0.001 per share (the “Common
Stock”) at a price of $0.17 per share.
 
 The
Company did not sell any securities under the registration statement on Form
SB-2. As a result, the registration statement is no longer effective and cannot
be used to sell securities of the Company.
  On March
28, 2007 the Company filed Form 8-A with the SEC, pursuant to which it
registered its Common Stock under Section 12(g) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). Accordingly, the Company became
subject to the reporting requirements under the Exchange Act.
 
 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. The
Company is also a “shell company,” defined in Rule 12b-2 under the Exchange Act
as a company with no or nominal assets (other than cash) and no or nominal
operations. 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 an operating business. 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 is undertaken by or under the supervision of Richard A. Rappaport
and Anthony C. Pintsopoulos, the officers and directors of the Company. As of
this date the Company has not entered into any definitive agreement with any
party. Although the Company has limited funds available, the Company has
unrestricted flexibility in seeking, analyzing and participating in potential
business opportunities in that it may seek a business combination target located
in any industry or location. In its efforts to analyze potential acquisition
targets, the Company will consider the following kinds of factors:
 
 (a)        Potential
for growth, indicated by new technology, anticipated market expansion or new
products;
 
 (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;
  3
 
 (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 Company 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 Company as compared to the perceived tangible and
intangible values and potentials;
 
 (f)          The
extent to which the business opportunity can be advanced; and
 
 (g)         The
accessibility of required management expertise, personnel, raw materials,
services, professional assistance and other required items.
 
 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 Company's limited capital available for investigation,
the Company may not discover or adequately evaluate adverse facts about the
opportunity to be acquired. In evaluating a prospective business combination, we
will conduct as extensive a due diligence review of potential targets as
possible given the lack of information which may be available regarding private
companies, our limited personnel and financial resources and the inexperience of
our management with respect to such activities. We expect that our due diligence
will encompass, among other things, meetings with the target business’s
incumbent management and inspection of its facilities, as necessary, as well as
a review of financial and other information which is made available to us. This
due diligence review will be conducted either by our management or by
unaffiliated third parties we may engage, including but not limited to
attorneys, accountants, consultants or such other professionals. At this time
the Company has not specifically identified any third parties that it may
engage, except that WestPark Capital, Inc., (“WestPark”) a registered
broker-dealer and FINRA member, may assist the Company with due diligence in
identifying a business combination target. The costs associated with hiring
third parties to complete a business combination target may be significant and
are difficult to determine as such costs may vary depending on a variety of
factors, including the amount of time it takes to complete a business
combination, the location of the target company and the size and the complexity
of the target company. Our limited funds and the lack of full-time management
will likely make it impracticable to conduct a complete and exhaustive
investigation and analysis of a target business before we consummate a business
combination. Management decisions, therefore, will likely be made without
detailed feasibility studies, independent analysis, market surveys and the like
which, if we had more funds available to us, would be desirable. We will be
particularly dependent in making decisions upon information provided by the
promoters, owners, sponsors or other associated with the target business seeking
our participation.
 
 The time
and costs required to select and evaluate a target business and to structure and
complete a business combination cannot presently be ascertained with any degree
of certainty. The amount of time it takes to complete a business combination,
the location of the target company and the size and complexity of the business
of the target company are all factors that determine the costs associated with
completing a business combination transaction. The time and costs required to
complete a business combination transaction can be ascertained once a business
combination target has been identified. Any costs incurred with respect to
evaluation of a prospective business combination that is not ultimately
completed will result in a loss to us.
  4
  COMPETITION
  In
identifying, evaluating and selecting a target business, we may encounter
intense competition from other entities having a business objective similar to
ours. There are numerous “public shell” companies either actively or passively
seeking operating businesses with which to merge in addition to a large number
of “blank check” companies formed and capitalized specifically to acquire
operating businesses. Additionally, we are subject to competition from other
companies looking to expand their operations through the acquisition of a target
business. Many of these entities are well established and have extensive
experience identifying and effecting business combinations directly or through
affiliates. Many of these competitors possess greater technical, human and other
resources than us and our financial resources will be relatively limited when
contrasted with those of many of these competitors. Our ability to compete in
acquiring certain sizable target businesses is limited by our available
financial resources. This inherent competitive limitation gives others an
advantage in pursuing the acquisition of a target business. Further, our
outstanding warrants and the future dilution they potentially represent may not
be viewed favorably by certain target businesses.
 
 Any of
these factors may place us at a competitive disadvantage in successfully
negotiating a business combination. Our management believes, however, that our
status as a public entity and potential access to the United States public
equity markets may give us a competitive advantage over privately-held entities
with a business objective similar to ours to acquire a target business on
favorable terms.
 
 If we succeed in effecting a business
combination, there will be, in all likelihood, intense competition from
competitors of the target business. Many of our target business’ competitors are
likely to be significantly larger and have far greater financial and other
resources than we will. Some of these competitors may be divisions or
subsidiaries of large, diversified companies that have access to financial
resources of their respective parent companies. Our target business may not be
able to compete effectively with these companies or maintain them as customers
while competing with them on other projects. In addition, it is likely that our
target business will face significant competition from smaller companies that
have specialized capabilities in similar areas. We cannot accurately predict how
our target business’ competitive position may be affected by changing economic
conditions, customer requirements or technical developments. We cannot assure
you that, subsequent to a business combination, we will have the resources to
compete effectively.
 
 FORM OF
ACQUISITION
 
 The
manner in which the Company participates in an opportunity will depend upon the
nature of the opportunity, the respective needs and desires of the Company and
the promoters of the opportunity, and the relative negotiating strength of the
Company and such promoters.
 
 It is
likely that the Company will acquire its participation in a business opportunity
through the issuance of common stock or other securities of the Company.
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 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,
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 Company
prior to such reorganization.
 
 The
present stockholders of the Company will likely not have control of a majority
of the voting securities of the Company following a reorganization transaction.
As part of such a transaction, all or a majority of the Company's directors may
resign and one or more 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 securities. 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.
  5
 
 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 might 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. Our officers and
directors are engaged in outside business activities and anticipate that they
will devote to our business very limited time until the acquisition of a
successful business opportunity has been identified. We expect no significant
changes in the number of our employees other than such changes, if any, incident
to a business combination.
 
 Item 1A. Risk Factors
 
 As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.
  Item
1B. Unresolved Staff Comments
 
 As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.
  Item
2. Description of Property.
  The
Company neither rents nor owns any properties. The Company uses the office space
and equipment of WestPark at cost. For the fiscal years ended December 31, 2010
and 2009, the Company incurred costs of $12,000 and $7,000, respectively for
office services. 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
3. Legal Proceedings.
 
 There are presently no material pending
legal proceedings to which the Company, any of its subsidiaries, any executive
officer, any owner of record or beneficially of more than five percent of any
class of voting securities is a party or as to which any of its property is
subject, and no such proceedings are known to theCompanyto be threatened or contemplated
against it.
  Item 4.Removed and
Reserved.
  6
 
 PART
II
  Item
5. Market for Common Equity, Related Stockholder Matters and Small Business
Issuer Purchases of Equity Securities.
  Common
Stock
 
 Our
Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares
of common stock, par value $.001 per share (the “Common Stock”). The Common
Stock is not listed on a publicly-traded market. As of February 22, 2011, there
were 7 holders of record of the Common Stock.
  Preferred
Stock
 
 Our Certificate of Incorporation
authorizes the issuance of up to 10,000,000 shares of preferred stock, par value
$.001 per share (the “Preferred Stock”). The Company has not yet issued any of
its preferred stock.
  Dividend
Policy
 
 The Company has not declared or paid
any cash dividends on its common stock and does not intend to declare or pay any
cash dividend in the foreseeable future. The payment of dividends, if any, is
within the discretion of the Board of Directors and will depend on the Company’s
earnings, if any, its capital requirements and financial condition and such
other factors as the Board of Directors may consider.
  Securities
Authorized for Issuance under Equity Compensation Plans
 
 The
Company does not have any equity compensation plans or any individual
compensation arrangements with respect to its common stock or preferred stock.
The issuance of any of our common or preferred stock is within the discretion of
our Board of Directors, which has the power to issue any or all of our
authorized but unissued shares without stockholder approval.
  Registration
Rights
 
 The
Company granted demand registration rights to stockholders pursuant to that
certain Registration Rights Agreement, dated June 28, 2005 (the “Registration
Rights Agreement”). The Registration Rights Agreement provides that any time and
from time to time on or after a date which is six months from the date upon
which the Company consummates a business combination with a target business, the
holders of a majority in interest of the shares of Common Stock held by the
founders of the Company may make a written demand for registration of all or
part of their Registrable Securities (as defined in the Registration Rights
Agreement).
  Recent
Sales of Unregistered Securities
 
 None.
  Issuer
Purchases of Equity Securities
 
 None.
  Item
6. Selected Financial Data
  As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.
  Item
7. Management’s Discussion and Analysis of Financial Condition and Results 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. 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 an operating business. 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.
  7
  The Company currently does not engage in
any business activities that provide cash flow. During the next twelve months we
anticipate incurring costs related to:
 
 (i)
              filing
      Exchange Act reports, and
 (ii)
              investigating,
      analyzing and consummating an
acquisition.
  We
believe we will be able to meet these costs through use of funds in our
treasury, through deferral of fees by certain service providers and additional
amounts, as necessary, to be loaned to or invested in us by our stockholders,
management or other investors. As of the date of the period covered by this
report, the Company has $24,116 in its treasury. There are no assurances that
the Company will be able to secure any additional funding as needed. Currently,
however our ability to continue as a going concern is dependent upon our ability
to generate future profitable operations and/or to obtain the necessary
financing to meet our obligations and repay our liabilities arising from normal
business operations when they come due. Our ability to continue as a going
concern is also dependant on our ability to find a suitable target company and
enter into a possible reverse merger with such company. Management’s plan
includes obtaining additional funds by equity financing through a reverse merger
transaction and/or related party advances, however there is no assurance of
additional funding being available.
 
 The Company may consider acquiring a
business which has recently commenced operations, is a developing company in
need of additional funds for expansion into new products or markets, is seeking
to develop a new product or service, or is an established business which may be
experiencing financial or operating difficulties and is in need of additional
capital. In the alternative, a business combination may involve the acquisition
of, or merger with, a company which does not need substantial additional capital
but which desires to establish a public trading market for its shares while
avoiding, among other things, the time delays, significant expense, and loss of
voting control which may occur in a public offering.
 
 Our
management has not had any contact or discussions with representatives of other
entities 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. 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. Through
information received from industry professionals and publications such as the
Reverse Merger Report, our management believes that there are numerous firms
seeking 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.
  8
  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. Richard A. Rappaport, our
President, director and one of our controlling stockholders, indirectly holds a
100% interest in, and is the Chief Executive Officer of, WestPark, a FINRA
member. Anthony C. Pintsopoulos, our Secretary, Chief Financial Officer,
director and one of our principal stockholders, is the President and Chief
Financial Officer of WestPark. There is currently no signed agreement or
preliminary agreements or understandings between us and WestPark. Any finders
fees paid to WestPark will be comparable with unaffiliated third party
fees.
  Liquidity
and Capital Resources
 
 As of
December 31, 2010, the Company had assets equal to $24,116, comprised
exclusively of cash. This compares with assets of $10,539, comprised exclusively
of cash, as of December 31, 2009. The Company’s current liabilities as of
December 31, 2010 totaled $160,000, comprised exclusively of monies due to
stockholders. This compares with liabilities of $110,000comprised exclusively of
monies due to stockholders, as of December 31, 2009.The Company can provide
no assurance that it can continue to satisfy its cash requirements for at least
the next twelve months.
 
 The
following is a summary of the Company's cash flows provided by (used in)
operating, investing, and financing activities for the years ended December 31,
2010 and December 31, 2009 and for the cumulative period from April 29, 2005
(Inception) to December 31, 2010.
 Fiscal Year
                          Ended
                          December 31,
                          2010
                        
                        
                        Fiscal Year
                          Ended
                          December 31,
                          2009
                        
                        
                        For the
                          Cumulative
                          Period from
                          April 29, 2005
                          (Inception) to
                          December 31,
                          2010Net
      Cash (Used in) Operating Activities
                        
                        $
                        (36,423
                        )
                        
                        $
                        (32,019
                        )
                        
                        $
                        (185,884
                        )Net
      Cash (Used in) Investing Activities
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        —Net
      Cash Provided by Financing Activities
                        
                        $
                        50,000
                        
                        
                        $
                        25,000
                        
                        
                        $
                        210,000Net
      Increase (Decrease) in Cash and Cash Equivalents
                        
                        $
                        13,577
                        
                        
                        $
                        (7,019
                        )
                        
                        $
                        24,116
  The
Company has nominal assets and has generated no revenues since inception. The
Company is also dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of
seeking a combination with a private operating company. In addition, the Company
is dependent upon certain related parties to provide continued funding and
capital resources. If continued funding and capital resources are unavailable at
reasonable terms, the Company may not be able to implement its plan of
operations.
  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 April 29, 2005 (Inception) to December 31, 2010.
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. It is management's assertion that these circumstances may hinder the
Company's ability to continue as a going concern.  The Company’s plan of
operation for the next twelve months shall be to continue its efforts to locate
suitable acquisition candidates.
  9
 
 For the
fiscal year ended December 31, 2010, the Company had a net loss of $36,423,
consisting of legal, accounting, audit, and other professional service fees
incurred in relation to the filing of the Company’s Quarterly Report on Form
10-Q for the period ended September 30, 2010 in November of 2010, Quarterly
Report on Form 10-Q for the period ended June 30, 2010 in July of 2010,
Quarterly Report on Form 10-Q for the period ended March 31, 2010 in April of
2010 and Annual Report on Form 10-K for the fiscal year ended December 31, 2009
filed in March of 2010.
  For the
fiscal year ended December 31, 2009, the Company had a net loss of $32,019,
consisting of legal, accounting, audit, and other professional service fees
incurred in relation to the filing of the Company’s Quarterly Report on Form
10-Q for the period ended September 30, 2009 in October of 2009, Quarterly
Report on Form 10-Q for the period ended June 30, 2009 in July of 2009,
Quarterly Report on Form 10-Q for the period ended March 31, 2009 in April of
2009, and Annual Report on Form 10-K for the fiscal year ended December 31, 2008
filed in February of 2009.
  For the
cumulative period from April 29, 2005 (Inception) to December 31, 2010, the
Company had a net loss of $185,884 comprised exclusively of legal, accounting,
audit, and other professional service fees incurred in relation to the formation
of the Company, the filing of the Company’s Registration Statement on Form SB-2
in July of 2005, the Company’s Form 8-A in March of 2007, Quarterly Reports on
Form 10-Q/10-QSB and Annual Reports on Form 10-K/10-KSB.
 Off-Balance
Sheet Arrangements
 
 The Company does not have any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on the Company’s financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to
investors.
  Contractual
Obligations
 
 As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.
  Item
7A. Quantitative and Qualitative Disclosures about Market Risk.
 
 As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
this information.
  Item
8. Financial Statements and Supplementary Data.
  Audited financial statements begin on
the following page of this report.
  10
  SRKP
3, INC.
 (A
Development Stage Company)
  INDEX
TO FINANCIAL STATEMENTS
  PageReport
      of Independent Registered Public Accounting Firm
                F-2Financial
      Statements:Balance
      Sheets
                F-3Statements
      of Operations
                F-4Statement
      of Changes in Stockholders' Equity (Deficit)
                F-5Statements
      of Cash Flows
                F-6Notes
      to Financial Statements
                F-7
  F-1
  AJ.
ROBBINS, P.C.
 CERTIFIED
PUBLIC ACCOUNTANTS
 216
SIXTEENTH STREET
 SUITE
600
 DENVER,
CO 80202
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors and
 Stockholders
of SRKP 3, Inc.
 Lauderdale
by the Sea, FL
  We have
audited the accompanying balance sheets of SRKP 3, Inc. (a development stage
company) ("Company") as of December 31, 2010 and 2009, and the related
statements of operations, changes in stockholders’ equity (deficit) and cash
flows for the years then ended, and for the period from April 29, 2005
(inception) to December 31, 2010. SRKP 3, Inc.’s management is responsible for
these financial statements. Our responsibility is to express an opinion on these
financial statements based on our audits.
  We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
  In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of SRKP 3, Inc. as of December 31,
2010 and 2009, and the results of its operations and its cash flows for the
years then ended, and for the period from April 29, 2005 (inception) to December
31, 2010 in conformity with accounting principles generally accepted in the
United States of America.
  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going-concern.  As discussed in Note 1 to the
financial statements, the Company is in the development stage and has not
commenced operations.  Its 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.  These conditions raise substantial doubt about its
ability to continue as a going concern.  Management’s plans regarding
these matters are also discussed in Note 1 to the financial
statements.  These financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
  AJ.
ROBBINS, P.C.
 CERTIFIED
PUBLIC ACCOUNTANTS
  Denver,
Colorado
 February
17, 2011
  F-2
  SRKP
3, INC.
 (A
Development Stage Company)
 BALANCE
SHEETS
  December 31,
                  
                  
                  December 31,2010
                  
                  
                  2009ASSETSCURRENT
      ASSETS:Cash
                  
                  $
                  24,116
                  
                  
                  $
                  10,539LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIES:Due
      to Stockholders
                  
                  $
                  160,000
                  
                  
                  $
                  110,000COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      EQUITY (DEFICIT):Preferred
      stock, $.001 par value, 10,000,000 shares authorized, none
      issued
                  
                  
                  —
                  
                  
                  
                  —Common
      stock $.001 par value, 100,000,000 share authorized, 2,700,000 issued and
      outstanding, respectively
                  
                  
                  2,700
                  
                  
                  
                  2,700Additional
      paid-in capital
                  
                  
                  47,300
                  
                  
                  
                  47,300(Deficit)
      accumulated during development stage
                  
                  
                  (185,884
                  )
                  
                  
                  (149,461
                  )Total
      Stockholders' Equity (Deficit)
                  
                  
                  (135,884
                  )
                  
                  
                  (99,461
                  )$
                  24,116
                  
                  
                  $
                  10,539
 
 SEE
ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
  F-3
  SRKP
3, INC.
 (A
Development Stage Company)
 STATEMENTS
OF OPERATIONS
 
 Cumulative fromApril 29, 2005For the Year Ended
                  
                  
                  For the Year Ended
                  
                  
                  (Inception) toDecember 31, 2010
                  
                  
                  December 31, 2009
                  
                  
                  December 31, 2010REVENUE
                  
                  $
                  —
                  
                  
                  $
                  —
                  
                  
                  $
                  —EXPENSES
                  
                  
                  36,423
                  
                  
                  
                  32,019
                  
                  
                  
                  185,884NET
      (LOSS)
                  
                  $
                  (36,423
                  )
                  
                  $
                  (32,019
                  )
                  
                  $
                  (185,884
                  )NET
      (LOSS) PER COMMON SHARE-BASIC
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.01
                  )WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
                  
                  
                  2,700,000
                  
                  
                  
                  2,700,000
 
 SEE
ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
 F-4
  SRKP
3, INC.
 (A
Development Stage Company)
 STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
 
 Common StockShares
                                    
                                    
                                    Amount
                                    
                                    
                                    Additional Paid in
                                      Capital
                                    
                                    
                                    (Deficit) Accumulated
                                      During Development
                                      Stage
                                    
                                    
                                    Total Stockholders'
                                      Equity (Deficit)Balances,
      April 29, 2005 (Inception)
                                    
                                    
                                    —
                                    
                                    
                                    $
                                    —
                                    
                                    
                                    $
                                    —
                                    
                                    
                                    $
                                    —
                                    
                                    
                                    $
                                    —Sold
      2,700,000 shares of common stock for $0.0185 per share.
                                    
                                    
                                    2,700,000
                                    
                                    
                                    
                                    2,700
                                    
                                    
                                    
                                    47,300
                                    
                                    
                                    
                                    —
                                    
                                    
                                    
                                    50,000Net
      (loss)
                                    
                                    
                                    —
                                    
                                    
                                    
                                    —
                                    
                                    
                                    
                                    —
                                    
                                    
                                    
                                    (25,089
                                    )
                                    
                                    
                                    (25,089
                                    )Balances,
      December 31, 2005
                                    
                                    
                                    2,700,000
                                    
                                    
                                    
                                    2,700
                                    
                                    
                                    
                                    47,300
                                    
                                    
                                    
                                    (25,089
                                    )
                                    
                                    
                                    24,911Net
      (loss)
                                    
                                    
                                    —
                                    
                                    
                                    
                                    —
                                    
                                    
                                    
                                    —
                                    
                                    
                                    
                                    (29,510
                                    )
                                    
                                    
                                    (29,510
                                    )Balances,
      December 31, 2006
                                    
                                    
                                    2,700,000
                                    
                                    
                                    
                                    2,700
                                    
                                    
                                    
                                    47,300
                                    
                                    
                                    
                                    (54,599
                                    )
                                    
                                    
                                    (4,599
                                    )Net
      (loss)
                                    
                                    
                                    —
                                    
                                    
                                    
                                    —
                                    
                                    
                                    
                                    —
                                    
                                    
                                    
                                    (38,384
                                    )
                                    
                                    
                                    (38,384
                                    )Balances,
      December 31, 2007
                                    
                                    
                                    2,700,000
                                    
                                    
                                    
                                    2,700
                                    
                                    
                                    
                                    47,300
                                    
                                    
                                    
                                    (92,983
                                    )
                                    
                                    
                                    (42,983
                                    )Net
      (loss)
                                    
                                    
                                    —
                                    
                                    
                                    
                                    —
                                    
                                    
                                    
                                    —
                                    
                                    
                                    
                                    (24,459
                                    )
                                    
                                    
                                    (24,459
                                    )Balances,
      December 31, 2008
                                    
                                    
                                    2,700,000
                                    
                                    
                                    
                                    2,700
                                    
                                    
                                    
                                    47,300
                                    
                                    
                                    
                                    (117,442
                                    )
                                    
                                    
                                    (67,442
                                    )Net
      (loss)
                                    
                                    
                                    —
                                    
                                    
                                    
                                    —
                                    
                                    
                                    
                                    —
                                    
                                    
                                    
                                    (32,019
                                    )
                                    
                                    
                                    (32,019
                                    )Balances,
      December 31, 2009
                                    
                                    
                                    2,700,000
                                    
                                    
                                    
                                    2,700
                                    
                                    
                                    
                                    47,300
                                    
                                    
                                    
                                    (149,461
                                    )
                                    
                                    
                                    (99,461
                                    )Net
      (loss)
                                    
                                    
                                    —
                                    
                                    
                                    
                                    —
                                    
                                    
                                    
                                    —
                                    
                                    
                                    
                                    (36,423
                                    )
                                    
                                    
                                    (36,423
                                    )Balances,
      December 31, 2010
                                    
                                    
                                    2,700,000
                                    
                                    
                                    $
                                    2,700
                                    
                                    
                                    $
                                    47,300
                                    
                                    
                                    $
                                    (185,884
                                    )
                                    
                                    $
                                    (135,884
                                    )
 
 SEE
ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
  F-5
  SRKP
3, INC.
 (A
Development Stage Company)
 STATEMENTS
OF CASH FLOWS
  Cumulative fromApril 29, 2005For the Year Ended
                  
                  
                  For the Year Ended
                  
                  
                  (Inception) toDecember 31, 2010
                  
                  
                  December 31, 2009
                  
                  
                  December 31, 2010CASH
      FLOWS (TO) OPERATING ACTIVITIES:Net
      (loss)
                  
                  $
                  (36,423
                  )
                  
                  $
                  (32,019
                  )
                  
                  $
                  (185,884
                  )Net
      Cash (Used In) Operating Activities
                  
                  
                  (36,423
                  )
                  
                  
                  (32,019
                  )
                  
                  
                  (185,884
                  )CASH
      FLOWS FROM FINANCING ACTIVITIES:Common
      stock issued for cash
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  47,500Collection
      of subscription receivable
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  2,500Advances
      from Stockholders
                  
                  
                  50,000
                  
                  
                  
                  25,000
                  
                  
                  
                  160,000Net
      Cash Provided by Financing Activities
                  
                  
                  50,000
                  
                  
                  
                  25,000
                  
                  
                  
                  210,000NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
                  
                  
                  13,577
                  
                  
                  
                  (7,019
                  )
                  
                  
                  24,116CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                  
                  
                  10,539
                  
                  
                  
                  17,558
                  
                  
                  
                  —CASH
      AND CASH EQUIVALENTS, END OF PERIOD
                  
                  $
                  24,116
                  
                  
                  $
                  10,539
                  
                  
                  $
                  24,116
 
 SEE
ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
  F-6
  SRKP
3, INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
  NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  History
 SRKP 3,
Inc. (the Company), a development stage company, was organized under the laws of
the State of Delaware on April 29, 2005. The Company is in the development stage
as defined in Financial Accounting Standards Board Accounting Standards
Codification ("ASC") Topic 915 "Development Stage Entities". The fiscal year end
is December 31.
  Going Concern and Plan of
Operation
 The
Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company is in the
development stage and has negative working capital, negative stockholders’
equity and has not earned any revenues from operations to date. These conditions
raise substantial doubt about its 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
 In
accordance with ASC Topic 740, "Accounting for Income Taxes", the Company
accounts for income taxes under the liability method of accounting for income
taxes.  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.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
 
 For
federal income tax purposes, substantially all startup and organizational
expenses must be deferred until the Company commences business.  The
Company may elect a limited deduction of up to $10,000 in the taxable year in
which the trade or business begins.  The $10,000 must be reduced by the
amount of startup costs in excess of $60,000.  The remainder of the
expenses not deductible must be amortized over a 180-month period beginning with
the month in which the active trade or business begins.  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.
 
 The
Company has adopted ASC Topic 740, "Accounting for Uncertainty in Income Taxes"
- an interpretation of FASB Statement No. 109 (“FIN 48”) as of January 1, 2007.
ASC Topic 740 clarifies the accounting for uncertainty in income taxes
recognized in companies’ financial statements in accordance with ASC Topic 740,
"Accounting for Income Taxes". As a result, the Company applies a
more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic
740 only allows the recognition of those tax benefits that have a greater than
fifty percent likelihood of being sustained upon examination by the taxing
authorities. As a result of implementing ASC Topic 740, the Company’s management
has reviewed the Company’s tax positions and determined there were no
outstanding, or retroactive tax positions with less than a 50% likelihood of
being sustained upon examination by the taxing authorities, therefore the
implementation of this standard has not had a material affect on the
Company.
  F-7
 
 SRKP
3, INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
  NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
  Income Taxes (Continued)
 Based on
its evaluation, the Company has concluded that there are no significant
uncertain tax positions requiring recognition in its financial statements. The
Company’s evaluation was performed for the tax periods ended December 31, 2007
through December 31, 2010 for U.S. Federal Income Tax, for the tax periods ended
December 31, 2006 through 2007 for the State of California Income Tax and for
the tax periods ended December 31, 2008 through December 31, 2010 for the State
of Florida Income Tax, the tax years which remain subject to examination by
major tax jurisdictions as of December 31, 2010.
 
 The
Company does not have any unrecognized tax benefits as of December 31, 2010 and
2009 which if recognized would affect the Company’s effective income tax
rate.
 
 The
Company’s policy is to recognize interest and penalties related to income tax
issues as components of income tax expense. The Company did not recognize or
incur any accrual for interest and penalties relating to income taxes as of
December 31, 2010 and 2009.
 
 Deferred Offering
Costs
 Deferred
offering costs, consisting of legal, accounting and filing fees relating to an
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.
 
 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
 Basic
earnings per common share are 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. There are no potentially dilutive securities as of December
31, 2010 and 2009.
  F-8
  SRKP
3, INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
  NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 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, including those not yet effective, is not
anticipated to have a material effect on the financial position or results of
operations of the Company.
 
 NOTE
2 - STOCKHOLDERS' EQUITY
 
 During
April 2005, the Company sold for $47,500 cash and a $2,500 stock subscription
receivable, 2,700,000 shares of its $.001 par value common stock to various
investors. The Company fully collected on the stock subscription receivable in
February 2006.
 
 NOTE
3 - RELATED PARTY TRANSACTIONS
 
 The
Company neither owns nor leases any real or personal property. Most office
services are provided at a charge by WestPark Capital. For the years ended
December 31, 2010 and 2009 the Company incurred costs of $12,000 and $7,000 for
these services, respectively. The Company’s President is also the Chief
Executive Officer of WestPark Capital. Such costs are material to the financial
statements. 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 – INTIAL PUBLIC OFFERING
  The
Company filed a registration statement on Form SB-2 with the Securities and
Exchange Commission to conduct a blank check offering subject to Rule 419 of
Regulation C. The registration statement was declared effective by the
Securities and Exchange Commission on August 10, 2006. Pursuant to Rule 419, the
Company had 180 days from the effective date to conduct and complete the
offering, which called for the sale of 700,000 shares of common stock at a price
of $0.17 per share. The Company did not sell any securities under the
registration statement on Form SB-2 that it filed pursuant to Rule 419 within
180 days after the registration statement was declared effective, which occurred
on August 10, 2006. As a result, the registration statement is no longer
effective and may not be used to sell securities of the Company.
 
 NOTE
5 - DUE TO STOCKHOLDERS
 
 Since
inception certain stockholders have advanced the Company $160,000 to pay for
operating expenses. These funds have been advanced interest free, are unsecured,
and are due on demand.
  F-9
  Item
9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.
 
 There are
not and have not been any disagreements between the Company and its accountants
on any matter of accounting principles, practices or financial statement
disclosure.
 
 Item 9A. Controls and
Procedures.
 
 Evaluation of Disclosure
Controls and Procedures
 
 The
Company’s management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information required to
be disclosed by the Company in the reports that the Company files or submits
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Commission’s rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Exchange Act is accumulated and
communicated to the issuer’s management, including its principal executive
officer or officers and principal financial officer or officers, or persons
performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.
  In
accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was
completed under the supervision and with the participation of the Company’s
management, including the Company’s President, Principal Financial Officer and
Secretary, of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures as of the end of the period covered by this
Annual Report. Based on that evaluation, the Company’s management including the
President, Principal Financial Officer and Secretary, concluded that the
Company’s disclosure controls and procedures were effective in providing
reasonable assurance that information required to be disclosed in the Company’s
reports filed or submitted under the Exchange Act was recorded, processed,
summarized, and reported within the time periods specified in the Commission’s
rules and forms.
  Evaluation of Internal
Controls and Procedures
  Our management is also responsible for
establishing and maintaining adequate internal control over financial
reporting.  The Company’s internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.
 
 Our
internal control over financial reporting includes those policies and procedures
that:
 ·
              Pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of the assets of the
      Company;
 ·
              Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of the Company’s management
      and directors; and
 ·
              Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.
 
 As of
December 31, 2010, we carried out an evaluation of the effectiveness of our
internal control over financial reporting based on the framework in “Internal
Control-Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our evaluation, our
management concluded that our internal control over financial reporting was
effective as of December 31, 2010.
  11
  This
annual report does not include an attestation report of our registered public
accounting firm regarding our internal controls over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to Section 404(c) of the Sarbanes-Oxley Act that permit
us to provide only management’s report in this annual report.
  Changes in Internal Controls
over Financial Reporting
 
 There
have been no significant changes to the Company’s internal controls over
financial reporting that occurred during our last fiscal quarter of the year
ended December 31, 2010, that materially affected, or were reasonably likely to
materially affect, our internal controls over financial reporting.
  Item
9B. Other Information.
 
 None.
  PART
III
  Item
10. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act.
  (a)     Identification
of Directors and Executive Officers. The following table sets forth certain
information regarding the Company’s directors and executive
officers:
  Name
                  
                  Age
                  
                  PositionRichard
      A. Rappaport
                  
                  51
                  
                  President
      and DirectorAnthony
      C. Pintsopoulos
                  
                  55
                  
                  Secretary,
      Chief Financial Officer and
Director
 
 The
Company’s officers and directors are elected annually for a one year term or
until their respective successors are duly elected and qualifiedor until
their earlier resignation or removal.
  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 is a full
service investment banking and securities brokerage firm, which serves the needs
of private and public companies worldwide, as well as individual and
institutional investors. Mr. Rappaport is the also the CEO and Chairman of
WestPark Capital Financial Services LLC. 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 also serves as President and director of
SRKP 2, Inc., SRKP 5, Inc., SRKP 10, Inc., SRKP 12, Inc., SRKP 14, Inc., SRKP
15, Inc., SRKP 16, Inc., SRKP 24, Inc., SRKP 26, Inc., SRKP 27, Inc., SRKP 28,
Inc., SRKP 29, Inc., WRASP 30, Inc., WRASP 31, Inc., and WRASP 32, Inc., all of
which are publicly-reporting, blank check and non-trading shell companies, and
WRASP 33, Inc., and WRASP 34, Inc., both of which are blank check shell
companies that have filed a registration statement on Form 10 that has not gone
effective as of the date of this filing . Mr. Rappaport received a B.S. in 1981
from the University of California at Berkeley and an M.B.A. in 1986 from the
University of California at Los Angeles.
  12
  Anthony C. Pintsopoulos, Chief
Financial Officer, Secretary and a Director, is the President and Chief
Financial Officer of WestPark Capital. He is also the President and Chief
Financial Officer of WestPark LLC. Prior to joining WestPark Capital, Mr.
Pintsopoulos was Chief Financial Officer and acting Chief Operating Officer 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 Chief Financial Officer, 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. Mr. Pintsopoulos also serves as Chief Financial Officer, Secretary
and director of SRKP 2, Inc., SRKP 5, Inc., SRKP 10, Inc., SRKP 12, Inc., SRKP
14, Inc., SRKP 15, Inc., SRKP 16, Inc., SRKP 24, Inc., SRKP 26, Inc., SRKP 27,
Inc., SRKP 28, Inc., SRKP 29, Inc., WRASP 30, Inc., WRASP 31, Inc., and WRASP
32, Inc., all of which are publicly-reporting, blank check and non-trading shell
companies and WRASP 33, Inc., and WRASP 34, Inc., both of which are blank check
shell companies that have filed a registration statement on Form 10 that has not
gone effective as of the date of this filing. 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.
  As of the date hereof, the Company has
no significant employees.
  (c)   
Family Relationships.
  There are no family relationships among
directors, executive officers, or persons nominated or chosen by the issuer to
become directors or executive officers.
 
 (d)   
Involvement in Certain Legal Proceedings.
  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 ten
years.
  Compliance
with Section 16(a) of the Exchange Act
  Section 16(a)
of the Exchange Act requires the Company’s directors and officers, and persons
who beneficially own more than 10% of a registered class of the Company’s equity
securities, to file reports of beneficial ownership and changes in beneficial
ownership of the Company’s securities with the SEC on Forms 3, 4 and 5.
Officers, directors and greater than 10% stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms
they file.
  Based solely on the Company’s review of
the copies of the forms received by it during the fiscal year ended
December 31, 2010 and written representations that no other reports were
required, the Company believes that no person who, at any time during such
fiscal year, was a director, officer or beneficial owner of more than 10% of the
Company’s common stock failed to comply with all Section 16(a) filing
requirements during such fiscal years.
  Code
of Ethics
  On
December 20, 2007, Company adopted a formal code of ethics statement for senior
officers and directors (the “Code of Ethics”) that is designed to deter
wrongdoing and to promote ethical conduct and full, fair, accurate, timely and
understandable reports that the Company files or submits to the Securities and
Exchange Commission and others.  A form of the Code of Ethics has been
filed as an exhibit to the Company’s Form 10-KSB filed with the Securities and
Exchange Commission on March 27, 2008 and is incorporated herein by reference.
Requests for copies of the Code of Ethics should be sent in writing to SRKP 3,
Inc., Attention: Secretary, 4737 North Ocean Drive, Suite 207, Lauderdale
by the Sea, FL 33308.
  13
  Nominating
Committee
  We have not adopted any procedures by
which security holders may recommend nominees to our Board of
Directors.
  Audit
and Compensation Committee
  The Board of Directors acts as the
audit committee. The Company does not have a 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.
  Item
11. Executive Compensation.
  The
following table sets forth the cash and other compensation paid by the Company
to executive officers and directors during the fiscal years ended December 31,
2009, 2010 and through the date of this filing.
  Name and Position
                        
                        Year
                        
                        Salary
                        
                        Bonus
                        
                        Option
                          Awards
                        
                        All Other Compensation
                        
                        TotalRichard
      A. Rappaport,
                        
                        2010
                        
                        None
                        
                        None
                        
                        None
                        
                        None
                        
                        NonePresident
      and Director
                        
                        2009
                        
                        None
                        
                        None
                        
                        None
                        
                        None
                        
                        NoneAnthony
      C. Pintsopoulos,
                        
                        2010
                        
                        None
                        
                        None
                        
                        None
                        
                        None
                        
                        NoneSecretary,
      Chief Financial Officer and Director
                        
                        2009
                        
                        None
                        
                        None
                        
                        None
                        
                        None
                        
                        None
 
 The
following compensation discussion addresses all compensation awarded to, earned
by, or paid to the Company’s named executive officers. The Company’s officers
and directors have not received any cash or other compensation since inception.
They will not receive any compensation until the consummation of an acquisition.
No compensation of any nature has been paid for on account of services rendered
by a director in such capacity. Our officers and directors intend to devote very
limited time to our affairs.
  It is
possible that, after the Company successfully consummates a business combination
with an unaffiliated entity, that entity may desire to employ or retain members
of our management for the purposes of providing services to the surviving
entity.
  No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by the Company for the benefit of its
employees.
  There are
no understandings or agreements regarding compensation our management will
receive after a business combination.
  Compensation Committee and
Insider Participation
 
 The
Company does not have a standing compensation committee or a committee
performing similar functions, since the Board of Directors has determined not to
compensate the officers and directors until such time that the Company completes
a reverse merger or business combination.
  14
  Compensation CommitteeReport
  The
Company does not have a standing compensation committee or a committee
performing similar functions; therefore, it does not have a compensation
committee report.
  Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
  (a)      
The following tables set forth certain information as of February 22, 2011,
regarding (i) each person known by the Company to be the beneficial owner of
more than 5% of the outstanding shares of Common Stock, (ii) each director,
nominee and executive officer of the Company and (iii) all officers and
directors as a group.
  Name and Address
                      
                      Amount
      and Nature of
                        Beneficial Ownership
                      
                      
                      Percentage
                        of ClassDebbie
      Schwartzberg
                        785
      5th Avenue
                        New
      York, New York 10021
                      
                      
                      1,039,500
                      
                      
                      
                      38.5
                      %Richard
      A. Rappaport (1)
                        1900
      Avenue of the Stars, Suite 310
                        Los
      Angeles, CA 90067
                      
                      
                      1,039,500
                      (2)
                      
                      
                      38.5
                      %Amanda
      Rappaport Trust (3)
                        1900
      Avenue of the Stars, Suite 310
                        Los
      Angeles, CA 90067
                      
                      
                      270,000
                      
                      
                      
                      10.0
                      %Kailey
      Rappaport Trust (4)
                        1900
      Avenue of the Stars, Suite 310
                        Los
      Angeles, CA 90067
                      
                      
                      270,000
                      
                      
                      
                      10.0
                      %Anthony
      C. Pintsopoulos (5)
                        c/o
      SRKP 3, Inc.
                        4737
      North Ocean Drive, Suite 207
                        Lauderdale
      by the Sea, FL 33308
                      
                      
                      243,000
                      
                      
                      
                      9.0
                      %Glenn
      L. Krinsky
                        4266
      Irvine Avenue
                        Studio
      City, California 91604
                      
                      
                      243,000
                      
                      
                      
                      9.0
                      %All
      Directors and Officers as a Group (2 individuals)
                      
                      
                      1,282,500
                      
                      
                      
                      47.5
                      %
 
 (1)
              Richard
      A. Rappaport serves as President and Director of the
    Company.
 (2)
              Includes
      499,500 shares of Common Stock owned by Mr. Rappaport and all of the
      shares of Common Stock owned by the Amanda Rappaport Trust and the Kailey
      Rappaport Trust (together, the “Rappaport Trusts”). Mr. Rappaport serves
      as Trustee of each of the Rappaport Trusts and has sole voting and
      investment control of the shares of Common Stock owned thereby.
      Accordingly, he may be deemed beneficial owner of the shares of Common
      Stock owned by the Rappaport
Trusts.
 (3)
              Mr.
      Rappaport serves as Trustee of the Amanda Rappaport
  Trust.
 (4)
                Mr.
      Rappaport serves as Trustee of the Kailey Rappaport
  Trust.
 (5)
                Anthony
      C. Pintsopoulos serves as Secretary, Chief Financial Officer and Director
      of the Company.
  15
 
 (b)
              The
      Company currently has not authorized any compensation plans or individual
      compensation arrangements.
 
 Item
13. Certain Relationships and Related Transactions.
 
 Since
inception, an aggregate amount equal to approximately $160,000 (the “Advances”)
has been advanced by certain of the Company’s stockholders to pay for operating
expenses. The funds have been advanced interest free, are unsecured and are due
on demand. There are no written agreements in effect with respect to the
Advances.
   The
Company currently uses the office space and equipment of WestPark and has
incurred costs of approximately $12,000 and $7,000 for the years ended December
31, 2010 and 2009, respectively for office services. Our President and director,
Richard Rappaport is the Chief Executive Officer of WestPark and Anthony
Pintsopoulos is the President and Chief Financial Officer of
WestPark.
  Except as
otherwise indicated herein, there have been no related party transactions, or
any other transactions or relationships required to be disclosed pursuant to
Item 404 of Regulation S-K.
  Director
Independence
  The Company is not a listed issuer
whose securities are listed on a national securities exchange, or an
inter-dealer quotation system which has requirements that a majority of the
board of directors be independent. Under NASDAQ Rule 5605(a)(2)(A), a director
is not considered to be independent if he or she also is an executive officer or
employee of the corporation. Under such definition, Richard Rappaport and
Anthony C. Pintsopoulos, our directors, would not be considered independent as
they also serve as executive officers of the Company.
  Item
14. Principal Accounting Fees and Services
 
 AJ.
Robbins, P.C. (“AJ. Robbins”) is the Company's independent registered public
accounting firm.
  Audit
Fees
  The
aggregate fees billed by AJ. Robbins for professional services rendered for the
audit of our annual financial statements and review of financial statements
included in our quarterly reports on Form 10-Q or services that are normally
provided in connection with statutory and regulatory filings were $13,250 for
the fiscal year ended December 31, 2010 and $13,250for the fiscal year
ended December 31, 2009.
 
 Audit-Related
Fees
 
 There
were no feesbilled
by AJ. Robbins for assurance and related services that are reasonably related to
the performance of the audit or review of the Company’s financial statements for
the fiscal year ended December 31, 2010 and for the fiscal year ended December
31, 2009.
  Tax
Fees
  The
aggregate fees billed by AJ. Robbins for professional services for tax
compliance, tax advice, and tax planning were $1,855 for the fiscal year ended
December 31, 2010 and$1,855 for the fiscal
year ended December 31, 2009.
  16
  All
Other Fees
 
 There
were no fees billed by AJ. Robbins for other products and services for the
fiscal year ended December 31, 2010 andfor the fiscal year
ended December 31, 2009.
 
 Audit
Committee’s Pre-Approval Process
 
 The Board of Directors acts as
the audit committee of the Company, and accordingly, all services are approved
by all the members of the Board of Directors.
  Part
IV
  Item
15. Exhibits, Financial Statement Schedules
  (a) We
set forth below a list of our audited financial statements included in Item 8 of
this annual report on Form 10-K.
  Statement
                      
                      Page*Index
      to Financial Statements
                      
                      F-1Report
      of Independent Registered Public Accounting Firm
                      
                      F-2Balance
      Sheets
                      
                      F-3Statements
      of Operations
                      
                      F-4Statement
      of Changes in Stockholders' Equity (Deficit)
                      
                      F-5Statements
      of Cash Flows
                      
                      F-6Notes
      to Financial Statements
                      
                      F-7
 *Page F-1
follows page 10 to this annual report on Form 10-K.
 
 (b) Index
to Exhibits required by Item 601 of Regulation S-K.
 
 Exhibit
                  
                  Description*3.1
                  
                  Certificate
      of Incorporation*3.2
                  
                  By-laws**
      14.1
                  
                  Corporate
      Code of Ethics and Conduct, adopted December 20, 200731.1
                  
                  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 Annual
      Report on Form 10-K for the year ended December 31,
201031.2
                  
                  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 Annual
      Report on Form 10-K for the year ended December 31,
  2010
  17
  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
      200232.2
              
              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 SB-2, as
      filed with the SEC on July 7, 2005, and incorporated herein by this
      reference.
 
 **
              Filed
      as an exhibit to the Company’s Form 10-KSB, as filed with the Securities
      and Exchange Commission on March 27,
2008.
  18
  SIGNATURES
 
 In accordance with Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
  SRKP 3,
INC.Dated:
      February 22, 2011
                          By:
                          /s/ Richard A. RappaportRichard
      A. RappaportPresidentPrincipal
      Executive OfficerDated:
      February 22, 2011
                          By:
                          /s/ Anthony C.
  PintsopoulosAnthony
      C. PintsopoulosSecretary,
      Chief Financial OfficerPrincipal
      Financial
Officer
  In accordance with Section 13 or 15(d)
of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
  Title
                
                Date/s/ Richard A. Rappaport
                
                President
      and Director
                
                February
      22, 2011Richard
      A. Rappaport/s/ Anthony C. Pintsopoulos
                
                Secretary,
      Chief Financial
                
                February
      22, 2011Anthony
      C. Pintsopoulos
                
                Officer
      and Director
  19