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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

           |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended March 31, 2006

                                       OR

          |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                             Commission File Number
                                   333-126441

                                  SRKP 3, Inc.
        (Exact name of small business issuer as specified in its charter)

               Delaware                                  75-3189552
   (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation or organization)

       1900 Avenue of the Stars, Suite 310
                 Los Angeles, CA                            90067
     (Address of principal executive offices)             (Zip Code)

                                 (310) 203-2902
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 |_| No |X|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |X| No |_|

There were 2,700,000 shares outstanding of registrant's common stock, par value
$.001 per share, as of June 26, 2006.

Transitional Small Business Disclosure Format (check one): Yes |_| No |X|

<PAGE>

                                      INDEX


PART I.     FINANCIAL INFORMATION                                              2

Item 1.     Financial Statements:                                              2

                 Balance Sheets as of December 31, 2005 and
                 March 31, 2006 (unaudited)                                    3

                 Statements of Operations (unaudited) for the three-month
                 period ending March 31, 2006, and from Inception (April 29,
                 2005) to March 31, 2006                                       4

                 Statements of Cash Flows (unaudited) for the three-month
                 period ending March 31, 2006, and from Inception (April 29,
                 2005) to March 31, 2006                                       5

                 Notes to Financial Statements                                 6

Item 2.     Management's Discussion and Analysis of Financial Condition or     9
            Plan of Operation

Item 3.     Controls and Procedures                                           19

PART II.    OTHER INFORMATION

Item 1.     Legal Proceedings                                                 19

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds       19

Item 3.     Default Upon Senior Securities                                    19

Item 4.     Submission of Matters to a Vote of Security Holders               19

Item 5.     Other Information                                                 19

Item 6.     Exhibits                                                          19

Signatures                                                                    20


                                        1
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
in accordance with the instructions for Form 10-QSB. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.

In the opinion of management, the financial statements contain all material
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the financial condition, results of operations, and cash flows of
the Company for the interim periods presented.

The results for the three-month period ended March 31, 2006 are not necessarily
indicative of the results of operations for the full year. These financial
statements and related footnotes should be read in conjunction with the
financial statements and footnotes thereto included in the Company's Form SB-2/A
filed with the Securities and Exchange Commission for the period ended December
31, 2005.


                                        2
<PAGE>

                                  SRKP 3, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS


                               ASSETS

                                                       March 31,    December 31,
                                                         2006          2005
                                                      ----------    ----------
                                                      (Unaudited)
ASSETS:

  Cash                                                 $ 20,759      $ 22,938
  Stock subscription receivable                              --         2,500
                                                       --------      --------
                                                       $ 20,759      $ 25,438
                                                       ========      ========

                 LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
  Accrued expenses                                     $  2,679      $    527
                                                       --------      --------


COMMITMENTS AND CONTINGENCIES


STOCKHOLDERS' EQUITY:
  Preferred stock, $.001 par value, 10,000,000
  shares authorized, none issued                             --            --
  Common stock, $.001 par value, 100,000,000
  shares authorized, 2,700,000 shares issued
  and outstanding                                         2,700         2,700
  Additional paid-in capital                             47,300        47,300

  (Deficit) accumulated during development stage        (31,920)      (25,089)
                                                       --------      --------
         Total Stockholders' Equity                      18,080        24,911
                                                       --------      --------
                                                       $ 20,759      $ 25,438
                                                       ========      ========




                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                        3
<PAGE>

                                  SRKP 3, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS


                                                                 Cumulative
                                                                    from
                                                                  April 29,
                                                                    2005
                                             For the Three       (Inception)
                                              Months Ended           To
                                               March 31,          March 31,
                                                  2006              2006
                                           -----------------  -----------------
                                              (Unaudited)        (Unaudited)

REVENUE                                    $              --  $              --
                                           -----------------  -----------------

EXPENSES                                               6,831             31,920
                                           -----------------  -----------------

NET (LOSS)                                 $          (6,831) $         (31,920)
                                           =================  =================

NET (LOSS) PER COMMON SHARE - BASIC        $              *
                                           =================

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                                 2,700,000
                                           =================

* Less than $.01


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                        4
<PAGE>


                                  SRKP 3, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS



                                                                    Cumulative
                                                                       from
                                                                     April 29,
                                                       For The         2005
                                                    Three Months    (Inception)
                                                        Ended           To
                                                      March 31,      March 31,
                                                        2006           2006
                                                     ----------     ----------
                                                     (Unaudited)    (Unaudited)

CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
   Net (loss)                                         $ (6,831)      $(31,920)
   Adjustments to reconcile net (loss) to net
   cash (used in) operating activities:
      Changes in:

        Accrued expenses                                 2,152          2,679
                                                      --------       --------
        Net Cash (Used in) Operating Activities         (4,679)       (29,241)
                                                      --------       --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Common stock issued for cash                             --         47,500
   Collection of subscription receivable                 2,500          2,500
                                                      --------       --------
         Net Cash Provided by Financing Activities       2,500         50,000
                                                      --------       --------
NET CHANGE IN CASH                                      (2,179)        20,759

BEGINNING CASH                                          22,938             --
                                                      --------       --------
ENDING CASH                                           $ 20,759       $ 20,759
                                                      ========       ========



                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                        5
<PAGE>

                                  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 Statement
No. 7. 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 not earned any revenues from operations to date. These
conditions raise substantial doubt about it's ability to continue as a going
concern.

The Company is currently devoting its efforts to locating merger candidates. The
Company's ability to continue as a going concern is dependent upon its ability
to develop additional sources of capital, locate and complete a merger with
another company, and ultimately, achieve profitable operations. The accompanying
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.

Income Taxes

The Company uses the liability method of accounting for income taxes pursuant to
Statement of Financial Accounting Standards No. 109. Under this method, deferred
income taxes are recorded to reflect the tax consequences in future years of
temporary differences between the tax basis of the assets and liabilities and
their financial amounts at year end.

For federal income tax purposes, substantially all expenses must be deferred
until the Company commences business and then they may be written off over a
60-month period. These expenses will not be deducted for tax purposes and will
represent a deferred tax asset. The Company will provide a valuation allowance
in the full amount of the deferred tax asset since there is no assurance of
future taxable income. Tax deductible losses can be carried forward for 20 years
until utilized.

Deferred Offering Costs

Deferred offering costs, consisting of legal, accounting and filing fees
relating to the offering will be capitalized. The deferred offering costs will
be offset against offering proceeds in the event the offering is successful. In
the event the offering is unsuccessful or is abandoned, the deferred offering
costs will be expensed.


                                        6
<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash in banks and highly liquid
investments with original maturities of 90 days or less.

Concentrations of Credit Risk

The Company maintains all cash in deposit accounts, which at times may exceed
federally insured limits. The Company has not experienced a loss in such
accounts.

Earnings Per Common Share

A basic earnings per common share is computed based upon the weighted average
number of common shares outstanding during the period. Diluted earnings per
share consists of the weighted average number of common shares outstanding plus
the dilutive effects of options and warrants calculated using the treasury stock
method. In loss periods, dilutive common equivalent shares are excluded as the
effect would be anti-dilutive.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates and assumptions.

Recently Issued Accounting Pronouncements

The Company has adopted all recently issued accounting pronouncements. The
adoption of the accounting pronouncements is not anticipated to have a material
effect on the operations of the Company.

NOTE 2 - STOCKHOLDERS' EQUITY

During April 2005, the Company sold for $50,000 cash and a stock subscription
receivable of $2,500, 2,700,000 shares of its $.0001 par value common stock to
various investors. The Company fully collected on the stock subscription
receivable in February 2006.


                                        7
<PAGE>

NOTE 3 - RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. Most office
services are provided without charge by the president. Such costs are immaterial
to the financial statements and accordingly, have not been reflected therein.
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities that become available, such persons may face a conflict in
selecting between the Company and their other business interests. The Company
has not formulated a policy for the resolution of such conflicts.

NOTE 4 - SUBSEQUENT EVENTS

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 May 15, 2006. Pursuant to Rule 419, the
Company has 180 days from the effective date to conduct and complete the
offering, which calls for the sale of 700,000 shares of common stock at a price
of $0.17 per share. When and if the offering is completed, the Company will
receive $119,000 in restricted cash.


                                        8
<PAGE>

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

      This Form 10-QSB contains forward-looking statements. Our actual results
could differ materially from those set forth as a result of general economic
conditions and changes in the assumptions used in making such forward-looking
statements. The following discussion and analysis of our financial condition and
results of operations should be read together with the audited financial
statements and accompanying notes and the other financial information appearing
else where in this quarterly report on Form 10-QSB and in the Company's Form
SB-2/A filed with the Securities and Exchange Commission for the period ended
December 31, 2005.

Forward-Looking Statements

The analysis set forth below is provided pursuant to applicable Securities and
Exchange Commission regulations and is not intended to serve as a basis for
projections of future events.

      This quarterly report and the documents referred to in this report contain
"forward-looking statements."

      Forward-looking statements address future events, developments or results
and typically use words such as believe, anticipate, expect, intend, plan or
estimate. For example, our forward-looking statements may include statements
regarding:

      o     our growth plans, including our plans to acquire an operating
            business entity;

      o     the possible effect of inflation and other economic changes on our
            costs, and profitability, including the possible effect of future
            changes in operating costs and capital expenditures;

      o     our cash needs, including our ability to fund our proposed capital
            expenditures and working capital requirements;

      o     this being a start-up situation, the timing of cash requirements and
            the expected projected profitability; and

      o     our expectations regarding competition.

      For a discussion on the risks, uncertainties, and assumptions that could
affect our future events, developments or results, you should carefully review
"Risk Factors." In light of these risks, uncertainties and assumptions, the
future events, developments or results described by our forward-looking
statements in this report or in the documents referred to in this report could
turn to be materially different from those we discuss or imply.

History and Organization

      We were organized under the laws of the State of Delaware on April 29,
2005. Since our inception, we have been engaged in organizational efforts and
obtaining initial financing. We were formed as a vehicle to pursue a business
combination. We have made no efforts to identify a possible business combination
and, as a result, have not conducted negotiations or entered into a letter of
intent concerning any target business.

      We are, based on proposed business activities, a "blank check" company.
The Commission defines those companies as "any development stage company that is
issuing a penny stock, within the meaning of Section 3(a)(51) of the Exchange
Act, and that has no specific business plan or purpose, or has indicated that
its business plan is to merge with an unidentified company or companies." Many
states have enacted statutes, rules and regulations limiting the sale of
securities of "blank check" companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a market to develop
in our securities, either debt or equity, until we have successfully concluded a
business combination.


                                        9
<PAGE>

The Offering

      We are conducting a "blank check" offering subject to Rule 419 of
Regulation C under the Securities Act of 1934, thereby selling to the public an
initial offering of 700,000 shares of common stock. The offering will remain
open until the maximum 700,000 shares have been sold or until it expires on
November 11, 2006, unless management determines for whatever reason that it
should be closed prior to either event.

Plan Of Operations

      We were organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. Our principal business objective for the
next 18 months will be to achieve long-term growth potential through a
combination with a business rather than immediate, short-term earnings. We will
not restrict our potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of business.

      We do not currently engage in any business activities that provide cash
flow. Investors purchasing shares in the offering and other stockholders will
not have the opportunity to participate in any of these decisions. The reference
to us as a "blank check" company is because investors will entrust their
investment monies to our management without knowing the ultimate use to which
their money may be put. All of the proceeds of the offering, if any, are
intended to be utilized generally to effect a business combination. Investors
will have an opportunity to evaluate the specific merits or risks only of the
business combination our management decides to enter into.

      Unless we are able to complete the business combination within 18 months
from our offering, the entire proceeds of the offering will be returned to those
who subscribed to the offering. We may also choose to return all remaining funds
to investors, plus interest, at any time after 12 months after the commencement
of the offering, if we fail to consummate an acquisition. Based upon their
professional experience, our management believes it would be very difficult to
complete an acquisition within 18 months from the commencement of the offering
if a candidate is not identified within 12 months after the date of the
commencement of the offering due to the amount of time and resources that would
be required to (i) locate a candidate, (ii) negotiate and enter into a
definitive agreement, (iii) prepare and file a post-effective amendment to this
registration statement, (iv) address any comments the staff of the Commission
may have to a post-effective amendment and (v) print and mail the post-effective
amendment. Management will promptly notify investors if it determines to return
the funds investors, plus interest to them after 12 months from the date of the
commencement of the offering.

      During the next 18 months we anticipate incurring costs related to:

            (i)   filing of Exchange Act reports (approximately $15,000),

            (ii)  filing of a post-effective registration statement amendment
                  and related to the reconfirmation offer, upon identification
                  of a suitable merger candidate (approximately $25,000), and

            (iii) costs relating to consummating a stockholder approved
                  acquisition (approximately $75,000).

      We believe we will be able to meet these costs through current monies in
our treasury ($20,759 as of March 31, 2006), additional amounts, as necessary,
to be loaned to us by our management or promoters and deferral of fees by
certain service providers, if necessary. Any advancement would be made in
connection with our management's and promoters' oral commitment to make payments
for our expenses, prior to the consummation of a business combination, to the
extent such expenses are not deferred and would either exceed our available
funds or would render us effectively insolvent upon our payment. Any loans by
our management or promoters would be on an interest free basis, payable only
upon consummation of a merger transaction. Upon consummation of a business
combination, we may reimburse our management or promoters for any such loans out
of the proceeds of this offering or of that transaction.


                                       10
<PAGE>

      We may consider a business which has recently commenced operations, is a
developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an established
business which may be experiencing financial or operating difficulties and is in
need of additional capital. In the alternative, a business combination may
involve the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a public trading
market for its shares, while avoiding, among other things, the time delays,
significant expense, and loss of voting control which may occur in a public
offering.

      Under Rule 419, we cannot acquire a target business unless its fair value
represents at least 80% of the maximum offering proceeds.

      To determine the fair market value of a target business, our management
will examine the audited financial statements, including balance sheets and
statements of cash flow and stockholders' equity, of any candidate, focusing
attention on its assets, liabilities, sales and net worth. In addition, our
management will participate in a personal inspection of any potential target
business. If we determine that the financial statements of a proposed target
business do not clearly indicate that its fair value represents at least 80% of
the maximum offering proceeds, we may obtain an opinion from an investment
banking firm which is a member of the National Association of Securities
Dealers, Inc. with respect to the satisfaction of such criteria.

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

      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.

      We anticipate that the selection of a business combination will be complex
and extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries and shortages of available capital, our
management believes that there are numerous firms seeking even the limited
additional capital which we will have and/or the perceived benefits of becoming
a publicly traded corporation. Such perceived benefits of becoming a publicly
traded corporation include, among other things, facilitating or improving the
terms on which additional equity financing may be obtained, providing liquidity
for the principals of a business, creating a means for providing incentive stock
options or similar benefits to key employees, and providing liquidity, subject
to restrictions of applicable statutes, for all stockholders. 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.


                                       11
<PAGE>

Evaluation Of Business Combinations

      Our officers and directors will analyze or supervise the analysis of
prospective business combinations. Our management intends to concentrate on
preliminary prospective business combinations, which may be brought to its
attention through present associations or other third parties. We do not
currently intend to retain any entity to act as a "finder" to identify and
analyze the merits of potential target businesses. While we have not established
definitive criteria for acquisition candidates, we intend to focus on candidates
satisfying some, but not necessarily all, of the following criteria:

      o     A minimum of two years' operating history,

      o     At least $5.0 million in annual revenue and/or pre-tax profit of
            $300,000 and

      o     At least $300,000 in stockholders' equity.

      In analyzing prospective business combinations, our management will also
consider such matters as the following:

      o     Available technical, financial, and managerial resources,

      o     Working capital and other financial requirements,

      o     Prospects for the future,

      o     Nature of present and expected competition,

      o     The quality and experience of management services which may be
            available and the depth of that management,

      o     The potential for further research, development, or exploration,

      o     Specific risk factors not now foreseeable but which then may be
            anticipated to impact on our proposed activities,

      o     The potential for growth or expansion,

      o     The potential for profit,

      o     The perceived public recognition or acceptance or products or
            services, and

      o     Name identification and other relevant factors.

      As a part of our investigation, our officers and directors will meet
personally with management and key personnel, visit and inspect material
facilities, check references of management and key personnel, and take other
reasonable investigative measures, to the extent of our limited financial
resources and management expertise.

      Since we are subject to Section 13 or 15(d) of the Exchange Act, we are
required to furnish information about significant acquisitions, including
audited financial statements for the target company, covering one, two or three
years depending upon the relative size of the acquisition. Consequently,
acquisition prospects that do not have or are unable to obtain the required
audited statements may not be appropriate for acquisition so long as the
reporting requirements of the Exchange Act are applicable. In the event our
obligation to file periodic reports is suspended under Section 15(d) of that
Act, we intend to voluntarily register with the Securities and Exchange
Commission in order to file such reports.

      We anticipate that any business combination will present certain risks. We
may not be able adequately to identify many of these risks prior to selection.
Our investors must, therefore, depend on the ability of our management to
identify and evaluate these risks. We anticipate that the principals of some of
the combinations which will be available to us will have been unable to develop
a going concern or that such business will be in its development stage in that
it has not generated significant revenues from its principal business activity.
The risk exists that even after the consummation of such a business combination
and the related expenditure of our funds, the combined enterprise will still be
unable to become a going concern or advance beyond the development stage. Many
of the potential business combinations may involve new and untested products,
processes or market strategies. We may assume such risks although they may
adversely impact on our stockholders because we consider the potential rewards
to outweigh them.


                                       12
<PAGE>

      At present, we contemplate that at least one of the third parties who may
introduce business combinations to SRKP 3 may be Westpark Capital, Inc., a
Colorado corporation and a registered broker-dealer. Richard Rappaport, our
President and one of our controlling stockholders, indirectly holds a 100%
interest in, and is the president of, Westpark Capital, Inc., an NASD member.
Tony Pintsopoulos, one of our controlling stockholders, is the Chief Financial
Officer of Westpark Capital, Inc. Debbie Schwartzberg, one of our controlling
stockholders, is a noteholder of the parent company of Westpark Capital, Inc.;
her note entitles her to a 1.5% interest in the net profits of the parent
company of Westpark Capital, Inc. There is currently no signed agreement or
preliminary agreements or understandings between Westpark Capital, Inc. and SRKP
3. Any finders fees paid to Westpark Capital, Inc. will be comparable with
unaffiliated third party fees. Given the limited cash resources of SRKP 3, we
anticipate that any fees to be paid to finders will be paid in equity of SRKP 3
or through the cash resources of the target company. These fees will likely be
negotiated among SRKP 3, the business combination target and the finder as part
of any business combination agreement. We do not intend to enter into any
arrangement with a finder obligating us to make any payments in the absence of a
consummated business acquisition. As a result, it is not possible for us to
currently estimate our costs in respect of any finder's fees, although we
currently do not expect to pay a finder's fee in excess of the lesser of 2% of
book value of the target company or $150,000. SRKP 3 will file a post-effective
amendment identifying any third parties to be paid finders fees in connection
with a business combination, describing the material terms of any agreement with
such third party, addressing the compensation to be paid to such third party,
and including such agreement as an exhibit to the amendment.

Business Combinations

      In implementing a structure for a particular business combination, we may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. We may alternatively
purchase stock or assets of an existing business.

      Any merger, acquisition or other business combination can be expected to
have a significant dilutive effect on the percentage of shares held by our
existing stockholders, including investors in the offering. The target business
we consider will, in all probability, have significantly more assets than we do.
Therefore, in all likelihood, our management will offer a controlling interest
in our company to the owners of the target business. While the actual terms of a
transaction to which we may be a party cannot be predicted, we expect that the
parties to the business transaction will find it desirable to avoid the creation
of a taxable event and thereby structure the acquisition in a so-called
"tax-free" reorganization under Sections 368(a)(1) or 351 of the Internal
Revenue Code. In order to obtain tax-free treatment under the Internal Revenue
Code, the owners of the acquired business may need to own 80% or more of the
voting stock of the surviving entity. As a result, our stockholders, including
investors in the offering, would retain 20% or less of the issued and
outstanding shares of the surviving entity, which would result in significant
dilution in percentage of the entity after the combination and may also result
in a reduction in the net tangible book value per share of our investors. In
addition, a majority or all of our directors and officers will probably, as part
of the terms of the acquisition transaction, resign as directors and officers.

      Our management will not actively negotiate or otherwise consent to the
purchase of any portion of their common stock as a condition to or in connection
with a proposed business combination, unless such a purchase is demanded by the
principals of the target company as a condition to a merger or acquisition. Our
officers and directors have agreed to this restriction which is based on an oral
understanding between members of our management. Members of our management are
unaware of any circumstances under which such policy, through their own
initiative, may be changed.

      The issuance of substantial additional securities and their potential sale
into any trading market which may develop in our common stock may have a
depressive effect on our trading market.

      The structure of the business combination will depend on, among other
factors:

      o     The nature of the target business,

      o     Our needs and desires and the needs and desires of the persons
            controlling the target business,

      o     The management of the target business, and

      o     Our relative negotiating strength compared to the strength of the
            persons controlling the target business.


                                       13
<PAGE>

      If at any time prior to the completion of the 180-day or shorter period of
the offering, we enter negotiations with a possible acquisition candidate and
such a transaction becomes probable, we will suspend the offering and file an
amendment to the registration statement which will include financial statements,
including balance sheets, statements of cash flow and stockholders' equity, of
the proposed target.

      We will not purchase the assets of any company of which a majority of the
outstanding capital stock is beneficially owned by one or more or our officers,
directors, promoters or affiliates or associates. Furthermore, we intend to
adopt a procedure whereby a special meeting of our stockholders will be called
to vote upon a business combination with an affiliated entity, and stockholders
who also hold securities of such affiliated entity will be required to vote
their shares of stock in the same proportion as our publicly held shares are
voted. Our officers and directors have not approached and have not been
approached by any person or entity with regard to any proposed business venture
which desires to be acquired by us. If at any time a business combination is
brought to us by any of our promoters, management, or their affiliates or
associates, disclosure as to this fact will be included in the post-effective
amendment to the registration statement required by Rule 419. This will allow
our public investors the opportunity to evaluate the business combination before
voting to reconfirm their investment.

Reporting Requirements

      We will exercise our duty to file independent audited financial statements
with the Securities and Exchange Commission as part of a Form 8-K upon
consummation of a merger or acquisition.

      The Securities and Exchange Commission recently adopted new rules which
require a "shell company" (as that term is defined in Rule 12b-2 of under the
Securities Exchange Act of 1934, as amended, or the "Exchange Act") to file a
current report on Form 8-K reporting the material terms of the transaction when
that company completes a transaction which causes it to cease being a "shell
company." Because we fall under the definition of a "shell company," this
reporting requirement would apply to us in the event we complete a transaction
that causes us to cease being a "shell company."

Off Balance Sheet Arrangements

      We do not have any off-balance sheet arrangements.

RISK FACTORS

In addition to the other information in this Quarterly Report on Form 10-QSB,
the following factors should be considered in evaluating us and our business.
Our business, financial condition or results of operations could be materially
adversely affected by these risks if any of them actually occur. Some of these
factors have affected our financial condition and operating results in the past
or are currently affecting us. This Quarterly Report on Form 10-QSB also
contains forward-looking statements that involve risks and uncertainties. Our
actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including the risks
faced by us described below and elsewhere in this Quarterly Report on Form
10-QSB.

CONFLICTS OF INTEREST CREATE THE RISK THAT MANAGEMENT MAY HAVE AN INCENTIVE TO
ACT ADVERSELY TO THE INTERESTS OF OTHER INVESTORS.

      A conflict of interest may arise between our management's personal
pecuniary interest and its fiduciary duty to our stockholders. Present
stockholders will own seventy-nine percent (79%) of our outstanding common stock
immediately after the offering is completed and would therefore continue to
retain control. Further, our management's own pecuniary interest may at some
point compromise its fiduciary duty to our stockholders. In addition, our
officers and directors are currently involved with another blank check offering,
and may become involved with other blank check offerings in the future, which
may create conflicts in the pursuit of business combinations with such other
blank check companies. Our bylaws state that if we and the other blank check
companies that our officers and directors are or may become affiliated with
desire to take advantage of the same opportunity, then those officers and
directors that are affiliated with both companies would abstain from voting upon
the opportunity. They further state that in the event of identical officers and
directors, the company that first filed a registration statement with the
Securities and Exchange Commission will be entitled to proceed with the proposed
transaction. SRKP 1, Inc., which has identical directors to our company, was
declared effective by the Securities and Exchange Commission on November 8,
2004. SRKP 2, Inc., which has identical directors to our company, filed a
registration statement with the Securities and Exchange Commission on April 19,
2005.


                                       14
<PAGE>

AS WE HAVE NO OPERATING HISTORY OR REVENUE AND ONLY MINIMAL ASSETS, THERE IS A
RISK THAT WE WILL BE UNABLE TO CONTINUE AS A GOING CONCERN AND CONSUMMATE A
BUSINESS COMBINATION.

      We have had no operating history nor any revenues or earnings from
operations since inception. We have no significant assets or financial
resources. We will, in all likelihood, sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination. This may result in our incurring a net operating loss that will
increase continuously until we can consummate a business combination with a
profitable business opportunity. We cannot assure you that we can identify a
suitable business opportunity and consummate a business combination.

THE REPORT OF OUR INDEPENDENT AUDITORS INDICATES UNCERTAINTY CONCERNING OUR
ABILITY TO CONTINUE AS A GOING CONCERN AND THIS MAY IMPAIR OUR ABILITY TO
CONSUMMATE A BUSINESS COMBINATION.

      Our independent auditors have raised substantial doubt about our ability
to continue as a going concern. We cannot assure you that this will not impair
our ability to consummate a business combination. Additionally, we cannot assure
you that we will ever achieve significant revenues and therefore remain a going
concern.

IF THE OFFERING IS NOT SUCCESSFULLY COMPLETED WITHIN 180 DAYS, YOUR FUNDS WILL
BE RETURNED WITHOUT INTEREST, IN WHICH CASE YOU WILL HAVE OBTAINED NO RETURN ON
YOUR INVESTMENT.

      The proceeds of the offering will initially be deposited in a non-interest
bearing escrow account. If all of the 700,000 shares are not sold in the 180-day
period, the funds will be returned to the investors, without interest. The
return of your funds without interest means you will have obtained no return on
your investment. If all of the 700,000 offered shares are sold within 180 days,
then all of the funds will be transferred to an interest bearing escrow account
for a maximum of 12 months. If we do not consummate a business combination
within this 12-month period, it is unlikely that you will make a substantial
return on your investment since your only return would be the interest accrued
on the funds while in the escrow account.

ESCROWED SECURITIES CAN ONLY BE TRANSFERRED UNDER LIMITED CIRCUMSTANCES,
RESULTING IN LITTLE OR NO LIQUIDITY FOR YOUR INVESTMENT FOR A SUBSTANTIAL PERIOD
OF TIME.

      No transfer or other disposition of the escrowed securities sold in this
offering is permitted other than by will or the laws of descent and
distribution, or under a qualified domestic relations order as defined by the
Internal Revenue Code of 1986, as amended, or Title 7 of the Employee Retirement
Income Security Act of 1974, or the related rules. Under Rule 15g-8 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), it is unlawful
for any person to sell or offer to sell the securities or any interest in or
related to the securities held in a Rule 419 escrow account other than under a
qualified domestic relations order in divorce proceedings. Therefore, any and
all contracts for sale to be satisfied by delivery of the securities and sales
of derivative securities to be settled by delivery of the securities are
prohibited. You are further prohibited from selling any interest in the
securities or any derivative securities whether or not physical delivery is
required while the securities are in the Rule 419 escrow. As a result, you will
have little or no liquidity for your investment for a substantial period of
time, and may therefore be unable to invest your funds in alternative
investments. Depending upon how soon a business combination could be
consummated, you will have no right to the return of or the use of your funds or
the securities purchased for a period of up to 18 months from the date of the
commencement of the offering. You will be offered the return of your funds only
under the circumstances set forth in Rule 419.

THE NATURE OF OUR OPERATIONS IS HIGHLY SPECULATIVE AND THERE IS A CONSEQUENT
RISK OF LOSS OF YOUR INVESTMENT.

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


                                       15
<PAGE>

WE ARE IN A HIGHLY COMPETITIVE MARKET FOR A SMALL NUMBER OF BUSINESS
OPPORTUNITIES WHICH COULD REDUCE THE LIKELIHOOD OF CONSUMMATING A SUCCESSFUL
BUSINESS COMBINATION.

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

WE HAVE NO EXISTING AGREEMENT FOR A BUSINESS COMBINATION OR OTHER TRANSACTION
AND THEREFORE CANNOT GUARANTEE THAT WE WILL BE ABLE TO NEGOTIATE A BUSINESS
COMBINATION ON FAVORABLE TERMS.

      We have no arrangement, agreement or understanding with respect to
engaging in a merger with, joint venture with or acquisition of, a private or
public entity. No assurances can be given that we will successfully identify and
evaluate suitable business opportunities or that we will conclude a business
combination. Management has not identified any particular industry or specific
business within an industry for evaluation. We cannot guarantee that we will be
able to negotiate a business combination on favorable terms, and there is
consequently a risk that funds allocated to the purchase of our shares will not
be invested in a company with active business operations. If we are unable to
make such an investment, it is unlikely that you will make a substantial return
on your investment in SRKP 3.

IF WE ARE UNABLE TO IDENTIFY A SUITABLE BUSINESS OPPORTUNITY WITHIN 12 MONTHS
FOLLOWING THE COMMENCEMENT OF THE OFFERING, WE MAY CHOOSE TO RETURN FUNDS TO
INVESTORS AT THAT TIME, RATHER THAN AFTER 18 MONTHS AS PERMITTED BY RULE 419.

      If we are unable to complete a business combination within 18 months from
commencement of the offering, Rule 419 requires that we return escrow funds to
our investors. However, we may decide to return investors' funds if we are
unable to identify a suitable business opportunity within 12 months following
the commencement of the offering. This could reduce the time in which management
can complete a transaction, reducing the potential return on investment of a
purchaser of shares in this offering.

IF WE CONSUMMATE A BUSINESS COMBINATION WITH A FOREIGN CORPORATION, WE MAY BE
SUBJECT TO SIGNIFICANT RISKS, INCLUDING WORLDWIDE POLITICAL, ECONOMIC, LEGAL AND
OTHER UNCERTAINTIES.

      We may consummate a business consummation with a foreign corporation. If
so, our international operations may be subject to significant political and
economic risks and legal uncertainties, including:

      o     changes in economic and political conditions and in governmental
            policies,

      o     changes in international and domestic customs regulations,

      o     wars, civil unrest, acts of terrorism and other conflicts,

      o     natural disasters,

      o     changes in tariffs, trade restrictions, trade agreements and
            taxation,

      o     difficulties in managing or overseeing foreign operations,

      o     limitations on the repatriation of funds because of foreign exchange
            controls,

      o     different liability standards, and

      o     uncertainties related to foreign currency fluctuations.

      The occurrence or consequences of any of these factors may harm our
profitability in the future.


                                       16
<PAGE>

      In addition, outside the United States it may be difficult for investors
and stockholders to enforce judgments against a foreign corporation obtained in
the United States in any such actions, including actions predicated upon civil
liability provisions of the United States securities laws. If we consummate a
business combination with a foreign corporation, it is likely that some, if not
all, of the officers and directors of that corporation will become officers and
directors of our company. Such officers and directors may reside outside the
United States and the assets of these persons may be located outside of the
United States. As a result, it may not be possible for investors to effect
service of process within the United States upon such persons, or to enforce
against such persons judgments obtained in the United States courts predicated
upon the liability provisions of the United States securities laws.

MANAGEMENT INTENDS TO DEVOTE ONLY A LIMITED AMOUNT OF TIME TO SEEKING A TARGET
COMPANY WHICH MAY ADVERSELY IMPACT OUR ABILITY TO IDENTIFY A SUITABLE
ACQUISITION CANDIDATE.

      While seeking a business combination, management anticipates devoting
between two and 10 hours per week to SRKP 3's affairs in total. None of our
officers have entered into written employment agreements with us and none is
expected to do so in the foreseeable future. This limited commitment may
adversely impact our ability to identify and consummate a successful business
combination.

OUR OFFICERS AND DIRECTORS HAVE NO SIGNIFICANT PRIOR EXPERIENCE IN THE
MANAGEMENT OF "BLANK CHECK" COMPANIES.

      Our officers and directors have only limited previous experience launching
and operating "blank check" companies such as SRKP 3. The management of such
companies may be different than what our officers and directors are familiar
with from their other business experiences. We cannot assure you that our
officers' and directors' limited previous experience will not adversely affect
our ability to identify a suitable acquisition candidate and successfully
negotiate a timely business combination. Our officers and directors have
launched the following blank check companies:

<TABLE>

                                        Initial Filing Date of
               Name                     Registration Statement                  Status                        SEC File Number
               ----                     ----------------------                  ------                        ---------------


<S>                                          <C>                          <C>                                  <C>
           SRKP 1, Inc.                      April 20, 2004               Form SB-2 under Rule 419              333-114622
                                                                          declared Effective on
                                                                          November 8, 2004. Eighteen month
                                                                          combination period expired on May 8,
                                                                          2006 without a combination.

           SRKP 2, Inc.                      April 19, 2005               Registration Statement filed          333-124164


           SRKP 4, Inc.                      August 3, 2005               Form 10 filed and merged               000-51473
                                                                          with company on April 3, 2006.

SRKP 5, Inc.; SRKP 6, Inc.;                  August 3, 2005               Form 10 filed for each entity     000-51474 (SRKP 5, Inc.)
SRKP 7, Inc.; SRKP 8, Inc.;                                               on August 3, 2005                 000-51475 (SRKP 6, Inc.)
                                                                                                            000-51476 (SRKP 7, Inc.)
                                                                                                            000-51477 (SRKP 8, Inc.)
</TABLE>


THERE MAY BE AN ABSENCE OF A TRADING MARKET, WHICH WOULD ELIMINATE OR ADVERSELY
IMPACT YOUR ABILITY TO SELL YOUR SHARES.

      There currently is no trading market for our stock and a trading market
will not develop prior to or after the commencement of the offering or while the
common stock under this offering is maintained in escrow. Under Rule 15g-8 of
the Exchange Act, it is unlawful for any person to sell the securities or any
interest in or related to the securities held in a Rule 419 escrow account other
than under a qualified domestic relations order in divorce proceedings.

      Additionally, we expect the initial market for our stock following the
release of shares from escrow to be limited. You will not be permitted to sell,
or except in very limited circumstances, otherwise transfer your shares while
they are in escrow, and a trading market may not develop. Even if a limited
trading market does develop following the release of shares from escrow, there
is a risk that the absence of potential buyers will prevent you from selling
your shares if you determine to reduce or eliminate your investment in SRKP 3.
Additionally, the offering price may not reflect the market price of our shares
after the offering. There is a risk that a lack of potential buyers will result
in your receiving a low price for your shares upon their sale.


                                       17
<PAGE>

WE CANNOT GUARANTEE THAT THE BUSINESS COMBINATION WILL MEET THE STATUTORY
REQUIREMENTS OF A TAX-FREE REORGANIZATION OR THAT THE PARTIES WILL OBTAIN THE
INTENDED TAX-FREE TREATMENT UPON A TRANSFER OF STOCK OR ASSETS AND YOU MAY
THEREFORE BE SUBJECT TO TAXATION.

      If a business combination does not meet the statutory requirements of a
tax-free reorganization, the business combination result in the imposition of
both federal and state taxes that may have an adverse effect on both parties to
the transaction.

THE AVAILABILITY OF OUR SHARES FOR SALE COULD ADVERSELY AFFECT OUR SHARE PRICE
AS THERE IS A RISK OUR PROMOTERS OR AFFILIATES COULD SELL A SUFFICIENT VOLUME OF
SHARES TO LOWER THE SHARE PRICE.

      The 2,700,000 shares of our common stock presently issued and outstanding
as of the date hereof are held by our promoters or affiliates, are "restricted
securities" as that term is defined under the Securities Act and in the future
may be sold pursuant to a registration statement filed under the Securities Act.
It should be noted that these shares may not be sold by these promoters or
affiliates, or their transferees, pursuant to Rule 144 of the Securities Act.
This is true for any such sale either before or after a business combination
with an operating company or other person, regardless of technical compliance
with the rule. The position of the staff of the Division of Corporation Finance
of the Securities and Exchange Commission is that any such resale transaction
under Rule 144 would appear to be designed to distribute or redistribute such
shares to the public without coming within the registration requirements of the
Securities Act. Therefore, these promoters or affiliates, or their exemptions to
the transferees, can only resell the shares they hold as of the date hereof
through a registration statement filed under the Securities Act. Investors
should be aware that there is a risk that such sales pursuant to a registration
statement filed under the Securities Act would have a depressive effect on the
market price of our securities in any market which may develop for such
securities. If our promoters or affiliates did not hold these shares, there
would not be the same risk of a depressive effect on the price of the shares you
hold.

THE OFFERING PRICE HAS BEEN ARBITRARILY DETERMINED AND YOU RUN THE RISK OF
PAYING AN AMOUNT IN EXCESS OF WHAT YOU WILL ULTIMATELY RECEIVE.

      The initial offering price of $0.17 per share has been arbitrarily
determined by us, and bears no relationship whatsoever to our assets, earnings,
book value or any other objective standard of value. Among the factors
considered by us were our lack of operating history, estimates of our business
potential, the proceeds to be raised by the offering, the amount of capital to
be contributed by the public in proportion to the amount of stock to be retained
by present stockholders, our relative requirements, and the current market
conditions in the over-the-counter market. You are therefore bearing the risk
that you are paying more for our shares than our shares are objectively worth or
are valued by the public markets. This could result in an insufficient return,
or even a loss, on your investment even if we successfully consummate a business
combination.

THERE WILL BE ADDITIONAL DILUTION AS ADDITIONAL SHARES ARE ISSUED WHICH MAY
DECREASE THE MARKET PRICE OF OUR COMMON STOCK.

      Once a business combination is consummated, additional offerings will
likely have to be made in the future to meet additional cash flow needs. Such
offerings may include warrants for issuance of additional common stock, further
diluting the common stock outstanding. An increase in the number of our shares
of common stock in the marketplace may result in a decrease of the market price
for our common stock.


                                       18
<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

         As of March 31, 2006, our management, with the participation of our
Chief Executive Officer, or "CEO," and Chief Financial Officer, or "CFO,"
performed an evaluation of the effectiveness and the operation of our disclosure
controls and procedures as defined in Rules 13a-15(e) or 15d-15(e) under the
Exchange Act. Based on that evaluation, the CEO and CFO concluded that our
disclosure controls and procedures were effective as of March 31, 2006.

Changes in Internal Controls

         There have been no changes in our internal control over financial
reporting identified in connection with the evaluation required by paragraph (d)
Rule 13a-15 or 15d-15 under the Exchange Act that occurred during the quarter
ended March 31, 2006 that has materially affected, or is reasonably likely to
affect, our internal control over financial reporting.


                            PART II-OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

            There is no litigation of any type whatsoever pending or threatened
by or against us or our officers and/or directors.

ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

            None.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES.

            None.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

            None.

ITEM 5.     OTHER INFORMATION

            Our registration statement on Form SB-2 was declared effective by
the Securities and Exchange Commission on May 15, 2006. For further information,
see "Item 2. Management's Discussion and Analysis of Financial Condition or Plan
of Operation - The Offering."

ITEM 6.     EXHIBITS

            (a)  Exhibits

            31.1  Certification of Chief Executive Officer pursuant to Section
                  302(a) of the Sarbanes-Oxley Act of 2002.

            31.2  Certification of Chief Financial Officer pursuant to Section
                  302(a) of the Sarbanes-Oxley Act of 2002.

            32.1  Certification of Chief Executive Officer and Chief Financial
                  Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.*

* This exhibit shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made
before or after the date hereof and irrespective of any general incorporation
language in any filings.


                                       19
<PAGE>

                                   SIGNATURES

            In accordance with the requirements of the Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

June 28, 2006                      SRKP 3, Inc.
                                  (Registrant)

                                   By:   /s/ Richard Rappaport
                                         ----------------------------------
                                         Richard Rappaport
                                         President (Principal Executive Officer)

                                   By:   /s/ Anthony C. Pintsopoulos
                                         ----------------------------------
                                         Anthony C. Pintsopoulos
                                         Chief Financial Officer (Principal
                                         Financial and Accounting Officer)


                                       20