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

                                   FORM 10-QSB

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

                  For the quarterly period ended June 30, 2005

                                       OR

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

                             Commission File Number
                                   333-114622

                                  SRKP 1, Inc.
        (Exact name of small business issuer as specified in its charter)

             Delaware                                            51-05021250
 (State or other jurisdiction of                              (I.R.S. Employer
  incorporation or organization)                             Identification No.)

       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  |_|

There were 6,800,000 shares outstanding of registrant's common stock, par value
$.001 per share, as of August 10, 2005.

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


<PAGE>

                                      INDEX

PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements:

            Balance Sheets at December 31, 2004 and June 30, 2005 (unaudited)

            Statements of Operations (unaudited) for the period from March 16,
                2004 through June 30, 2004, for the six months ended June 30,
                2005, from Inception (March 16, 2004) to June 30, 2005, for the
                three months ended June 30, 2004, and for the three months ended
                June 30, 2005

            Statements of Cash Flows (unaudited) for the period from March 16,
                2004 through June 30, 2004, for the six months ended June 30,
                2005 and from Inception (March 16, 2004) to June 30, 2005

            Notes to Financial Statements

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

Item 3.     Controls and Procedures

PART II.    OTHER INFORMATION

Item 1.     Legal Proceedings

Item 2.     Unregistered Sales of Equity Securities and Use of Procedures

Item 3.     Default Upon Senior Securities

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

Item 5.     Other Information

Item 6.     Exhibits

Signatures


<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

                                  SRKP 1, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                           June 30,
                                                             December       2005
                                                             31, 2004     (Unaudited)
ASSETS:
<S>                                                          <C>          <C>
   Cash                                                      $  40,282    $     848
   Subscription receivable                                      40,000           --
                                                             ---------    ---------
       Total current assets                                     80,282          848

   Restricted cash                                                  --      119,165
                                                             ---------    ---------

                                                             $  80,282    $ 120,013
                                                             =========    =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
   Accounts payable                                          $  11,050    $   4,099
                                                             ---------    ---------

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, 6,800,000 shares issued and
     outstanding                                                 6,800        6,800
   Subscription Recievable                                      69,000           --
   Additional paid-in capital                                  212,200      212,200
   (Deficit) accumulated during development stage              (80,768)    (103,086)
                                                             ---------    ---------

           Total Stockholders' Equity                           69,232      115,914
                                                             ---------    ---------

                                                             $  80,282    $ 120,013
                                                             =========    =========
</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                        1
<PAGE>

                                  SRKP 1, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             For the Period         For the Six     Cumulative from March
                                                         From March 16, 2004 to     Months Ended    16, 2004 (inception)
                                                           June 30, 2004           June 30, 2005     to June 30, 2005
<S>                                                          <C>                     <C>              <C>
 REVENUE                                                     $       --              $      --        $          --
                                                          ------------------------------------------------------------------

 EXPENSES                                                        39,925                 22,483              103,251
                                                          ------------------------------------------------------------------

 INTEREST INCOME                                                     --                    165                  165
                                                          ------------------------------------------------------------------

 NET (LOSS)                                                  $  (39,925)             $ (22,318)       $    (103,086)
                                                          ------------------------------------------------------------------

 NET (LOSS) PER COMMON SHARE - BASIC                         $     (.01)             $       *
                                                          ------------------------------------------

 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING         5,400,000              6,800,000
                                                          ------------------------------------------
</TABLE>

       *Less than $.01

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                       2
<PAGE>

                                  SRKP 1, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                               For the Three           For the Three
                                                                Months Ended            Months Ended
                                                               June 30, 2004           June 30, 2005
<S>                                                            <C>                      <C>
 REVENUE                                                       $         --             $        --
                                                               --------------------------------------

 EXPENSES                                                            16,448                   7,472
                                                               --------------------------------------

 INTEREST INCOME                                                         --                      91
                                                               --------------------------------------

 NET (LOSS)                                                    $    (16,448)            $   (7,381)
                                                               --------------------------------------

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

 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING             5,400,000               6,800,000
                                                               --------------------------------------
</TABLE>

       *Less than $.01

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                       3
<PAGE>

                                  SRKP 1, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                  For the Period
                                                                  From March 16,                   Cumulative from
                                                                     2004 to      For the Six      March 16, 2004
                                                                     June 30,     Months Ended     (inception) to
                                                                       2004      June 30, 2005     June 30, 2005
<S>                                                                <C>              <C>              <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:

   Net (loss)                                                      $ (39,925)       $ (22,318)       $(103,086)
   Adjustments to reconcile net (loss) to net cash (used) by
     operating activities:
      Changes in:
      Restricted cash                                                     --         (119,165)        (119,165)
      Accounts payable                                                17,912           (6,951)           4,099
                                                                   ---------        ---------        ---------

           Net Cash (Used) by Operating Activities                   (22,013)        (148,434)        (218,152)
                                                                   ---------        ---------        ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Common stock issued for cash                                      100,000               --          110,000
   Collection of subscription receivable                                  --          109,000          109,000
                                                                   ---------        ---------        ---------

           Net Cash Provided by Financing Activities                 100,000          109,000          219,000
                                                                   ---------        ---------        ---------

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS                  77,987          (39,434)             848

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                            --           40,282               --
                                                                   ---------        ---------        ---------

CASH AND CASH EQUIVALENTS, END OF PERIOD                           $  77,987        $     848        $     848
                                                                   =========        =========        =========
</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                       4
<PAGE>

                                  SRKP 1, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and with the instructions to Form 10-QSB and
Item 310 of Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. The accompanying unaudited financial
statements reflect all adjustments that, in the opinion of management, are
considered necessary for a fair presentation of the financial position, results
of operations, and cash flows for the periods presented. The results of
operations for such periods are not necessarily indicative of the results
expected for the full fiscal year or for any future period. The accompanying
unaudited financial statements should be read in conjunction with the audited
financial statements of SRKP 1, Inc. included in the Form 10-KSB for the fiscal
year ended December 31, 2004.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

History

SRKP 1, Inc. (the Company), a development stage company, was organized under the
laws of the State of Delaware on March 16, 2004. 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.

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.


                                       5
<PAGE>

                                  SRKP 1, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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.

Restricted Cash

Proceeds from the Initial Public Offering are restricted until a merger is
completed.

Concentrations of Credit Risk

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

Earnings Per Common Share

Basic earnings per common share 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


                                       6
<PAGE>

                                  SRKP 1, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 3 - STOCKHOLDERS' EQUITY

During March 2004, the Company sold for $100,000 cash 5,400,000 shares of its
$.001 par value common stock to various investors. During December 2004 the
Company sold 1,400,000 shares of its $.001 par value common stock through its
Initial Public Offering for $10,000 and a subscription receivable for $109,000.
The subscription receivable was fully collected during the period.

The Board of Directors declared a two-for-one stock split in July 2005. All
per-share amounts and number of shares outstanding in this report have been
restated retroactively for the stock split.

NOTE 4 - 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 as they 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.


                                       7
<PAGE>

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

History and Organization

      We were organized under the laws of the State of Delaware on March 16,
2004. 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 have no full-time employees. Our
officers and directors allocate a portion of their time to the activities of
SRKP 1 without compensation. We do not expect to make any acquisitions of
property.

      We are, based on proposed business activities, a "blank check" company.
The Securities and Exchange 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." 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.

      We conducted a "blank check" offering subject to Rule 419 of Regulation C
under the Securities Act of 1934, whereby we sold 1,400,000 shares of common
stock, which shall be held in escrow pending the consummation of a business
combination. Refer also to "Operations" below.

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 12-14 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. 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 our public offering
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.


                                       8
<PAGE>

      During the next 12-14 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 $50,000).

      We believe will be able to meet these costs through current monies in our
treasury ($848 as of June 30, 2005), 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.

      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 of our public offering
($119,000).

      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 of our public offering ($119,000), 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.

      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.


                                       9
<PAGE>

      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.

      We currently have two part time employees. We do not expect any
significant changes in the number of our employees during the next 12 months
unless we consummate a business combination.

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,


                                       10
<PAGE>

      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.

      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.

Business Combinations

      The actual terms of a business combination cannot be predicted. 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 our public 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 our public 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.


                                       11
<PAGE>

      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.

      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 a post-effective
amendment to our registration statement on Form SB-2, as required by Rule 419.
This will allow our public investors the opportunity to evaluate the business
combination before voting to reconfirm their investment.


                                       12
<PAGE>

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.

Off Balance Sheet Arrangements

      We do not have any off-balance sheet arrangements.

ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

      As of June 30, 2005, 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 Securities
Exchange Act of 1934, as amended, or the "Exchange Act." Based on that
evaluation, the CEO and CFO concluded that our disclosure controls and
procedures were effective as of June 30, 2005.

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, 2005 that has materially affected, or is reasonably likely to
affect, our internal control over financial reporting.


                                       13
<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

      On July 8, 2005, there were 3,400,000 shares (pre-split) of common stock
outstanding. The holders of our common stock are entitled to one vote for each
share held of record on all matters submitted to a vote of our stockholders.
Thus, we needed the affirmative vote of 1,700,001 shares (pre-split) to approve
the Stock Split. By action of written consent, dated July 8, 2005, holders of a
majority of our outstanding shares of common stock approved the Stock Split.

      On July 12, 2005, we filed a Certificate of Amendment to our Certificate
of Incorporation with the Secretary of State of Delaware to effect a 2-for-1
forward split (the "Stock Split") of our outstanding shares of common stock. The
number of authorized shares, and the par value, of our common stock was not
affected by the Stock Split.

      The affirmative vote of the holders of a majority of our outstanding
voting stock is sufficient to effectuate the Stock Split. Our Certificate of
Incorporation and Delaware General Corporation Law provide that any action which
may be taken at a meeting of the stockholders may be taken without a meeting and
without prior notice, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of a majority of the outstanding shares
entitled to vote.

ITEM 5. OTHER INFORMATION

      None.

ITEM 6. EXHIBITS

      (a)   Exhibits

      3.1   Certificate of Incorporation (incorporated by reference to
            Registrant's Registration Statement on Form SB-2 filed April 20,
            2004).

      3.1(a) Certificate of Amendment as filed with the Secretary of State of
            Delaware on July 12, 2005.


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<PAGE>

      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 11, 2005                     SRKP 1, Inc.
                                    (Registrant)


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


                                    By:  /s/ Glenn Krinsky
                                         ---------------------------------------
                                         Glenn Krinsky
                                         Chief Financial Officer (Principal
                                         Financial and Accounting Officer)


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