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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 June 30, 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 |X| No |_|

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 August 10, 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
                June 30, 2006 (unaudited)                                      3

              Statements of Operations (unaudited) for the three- and
              six-month periods ending June 30, 2006, from April 29, 2005
              to June 30, 2005, and from Inception (April 29, 2005) to
              June 30, 2006                                                    4

              Statements of Cash Flows (unaudited) for the six-month periods
              ending June 30, 2006, from Inception (April 29, 2005) to
              June 30, 2005, and from Inception (April 29, 2005) to
              June 30, 2006                                                    6

              Notes to Financial Statements                                    7

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

Item 3.     Controls and Procedures                                           14

PART II.    OTHER INFORMATION

Item 1.     Legal Proceedings                                                 15

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds       15

Item 3.     Default Upon Senior Securities                                    15

Item 4.     Submission of Matters to a Vote of Security Holders               15

Item 5.     Other Information                                                 15

Item 6.     Exhibits                                                          15

Signatures                                                                    16

                                        1
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item I. Financial Statements

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

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

The results for the period ended June 30, 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

<TABLE>
<CAPTION>
                                                                                      JUNE 30,     DECEMBER 31,
                                                                                        2006           2005
                                                                                      --------       --------
                                                                                    (UNAUDITED)
                                     ASSETS
<S>                                                                                   <C>            <C>
ASSETS:
     Cash                                                                             $  1,268       $ 22,938
     Stock subscription receivable                                                          --          2,500
                                                                                      --------       --------
                                                                                      $  1,268       $ 25,438
                                                                                      ========       ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:

     Accrued expenses                                                                 $    750       $    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
     share authorized, 2,700,000 issued and outstanding                                  2,700          2,700
     Additional paid-in capital                                                         47,300         47,300

     (Deficit) accumulated during development stage                                    (49,482)       (25,089)
                                                                                      --------       --------

          Total Stockholders' Equity                                                       518         24,911
                                                                                      --------       --------

                                                                                      $  1,268       $ 25,438
                                                                                      ========       ========
</TABLE>

             SEE ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS


                                        3
<PAGE>

                                  SRKP 3, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 FROM APRIL 29,
                                             THREE MONTHS       2005 (INCEPTION)
                                                 ENDING                TO
                                             JUNE 30, 2006       JUNE 30, 2005
                                              -----------         -----------
<S>                                           <C>                 <C>
REVENUE                                       $        --         $        --
                                              -----------         -----------

EXPENSES                                           17,562               3,854
                                              -----------         -----------

NET (LOSS)                                    $   (17,562)        $    (3,854)
                                              -----------         -----------

NET (LOSS) PER COMMON SHARE-BASIC             $     (0.01)        $         *
                                              ===========         ===========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
     OUTSTANDING                                2,700,000           2,700,000
                                              ===========         ===========
</TABLE>

* Less than $.01

             SEE ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS


                                        4
<PAGE>

                                  SRKP 3, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                        CUMULATIVE
                                                  SIX MONTHS           FROM APRIL 29
                                                    ENDING          2005 (INCEPTION) TO
                                                 JUNE 30, 2006         JUNE 30, 2006
                                                  -----------           -----------
<S>                                                    <C>                   <C>
REVENUE                                           $        --           $        --
                                                  -----------           -----------

EXPENSES                                               24,393                49,482
                                                  -----------           -----------

NET (LOSS)                                        $   (24,393)          $   (49,482)
                                                  ===========           ===========

NET (LOSS) PER COMMON SHARE-BASIC                 $     (0.01)
                                                  ===========

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

* Less than $.01
</TABLE>

             SEE ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS



                                        5
<PAGE>

                                  SRKP 3, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                              CUMULATIVE
                                                                                                            FROM APRIL 29,
                                                                                             FROM APRIL 29,      2005
                                                                              SIX MONTHS   2005 (INCEPTION)  (INCEPTION)
                                                                                 ENDING            TO             TO
                                                                             JUNE 30, 2006   JUNE 30, 2005  JUNE 30, 2006
                                                                                --------       --------       --------
<S>                                                                             <C>            <C>            <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
     Net (loss)                                                                 $(24,393)      $ (3,854)      $(49,482)

     Adjustments to reconcile net (loss) to net cash provided by (used in)
     operating activities: Changes in:
     Accrued expenses                                                                223          2,992            750
                                                                                --------       --------       --------

          Net Cash (Used In) Operating Activities                                (24,170)          (862)       (48,732)
                                                                                --------       --------       --------
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
     Common stock issued for cash                                                     --         47,500         47,500
     Collection of subscription receivable                                         2,500             --          2,500
                                                                                --------       --------       --------

          Net Cash Provided by Financing Activities                                2,500         47,500         50,000
                                                                                --------       --------       --------
NET INCREASE/(DECREASE) IN CASH AND CASH
     EQUIVALENTS:                                                                (21,670)        46,638          1,268
                                                                                --------------------------------------
CASH AND CASH EQUIVALENTS, BEGINNING
     OF PERIOD                                                                    22,938             --             --
                                                                                --------       --------       --------
CASH AND CASH EQUIVALENTS, END
     OF PERIOD                                                                  $  1,268       $ 46,638       $  1,268
                                                                                ========       ========       ========
</TABLE>

             SEE ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS


                                        6
<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.


                                       7
<PAGE>

                                  SRKP 3, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

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

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

NOTE 2 - STOCKHOLDERS' EQUITY

During April 2005, the Company sold for $50,000 cash, 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.

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 - 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 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" included in the Company's Form SB-2/A filed with the Securities
and Exchange Commission for the period ended December 31, 2005.

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 ($1,268 as of June 30, 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.

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<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

There have been no material changes from the risk factors disclosed in the "Risk
Factors" section of our registration statement on Form SB-2/A filed with the
Securities and Exchange Commission for the period ended December 31, 2005.


ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

            As of June 30, 2006, our management, with the participation of our
Chief Executive Officer, or "CEO," and Chief Financial Officer, of "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 June 30, 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 June 30, 2006 that has materially affected, or is reasonably likely to
affect, our internal control over financial reporting.

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<PAGE>

                            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.

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<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.

August 14, 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)





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