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 SEPTEMBER 30, 2004

                                       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 incorporation or           (I.R.S. Employer
                  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 2,700,000 shares outstanding of registrant's common stock, par value
$.001 per share, as of November 12, 2004.

Transitional Small Business Disclosure Format (check one):  Yes [ ]  No [X]


<PAGE>

                                      INDEX

PART I.     FINANCIAL INFORMATION                                              1

Item 1.     Financial Statements:

            Balance Sheet at September 30, 2004 and March 31, 2004             2

            Statement of Operations
            Three months ended September 30, 2004 and Since Being a
            Development Stage Company*                                         3

            Statement of Cash Flows
            For the period  from Inception to  September 30, 2004*             4

            Notes to Financial Statements                                      5

Item 2.     Plan of Operation                                                  7

Item 3.     Controls and Procedures                                           12

PART II.    OTHER INFORMATION                                                 13

Item 1.     Legal Proceedings                                                 13

Item 2.     Unregistered Sales of Equity Securities and Use of Procedures     13

Item 3.     Default Upon Senior Securities                                    14

Item 4.     Submission of Matters to a Vote of Security Holders               14

Item 5.     Other Information                                                 14

Item 6.     Exhibits                                                          14

Signatures                                                                    14



*The Registrant was incorporated on March 16, 2004 in the State of Delaware;
therefore, financials for the comparable period of the preceding fiscal year are
not applicable. Cumulative results from March 16, 2004 to September 30, 2004 are
included in this Quarterly Report.

<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 months ended September 30, 2004 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 SB-2 filed
with the Securities and Exchange Commission for the period ended March 31, 2004.


                                       1
<PAGE>

                                  SRKP 1, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS


                                     ASSETS

<TABLE>
<CAPTION>
                                                              SEPTEMBER 30,    MARCH 31,
                                                                  2004           2004
                                                              -----------     -----------
                                                              (UNAUDITED)
<S>                                                           <C>             <C>
ASSETS:
  Cash                                                        $    47,647     $   100,000
                                                              ===========     ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
  Accounts payable                                            $     8,789     $    23,477
                                                              -----------     -----------

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                                       97,300          97,300
  (Deficit) accumulated during development stage                  (61,142)        (23,477)
                                                              -----------     -----------

         Total Stockholders' Equity                                38,858          76,523
                                                              -----------     -----------

                                                              $    47,647     $   100,000
                                                              ===========     ===========
</TABLE>


             SEE ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS

                                        2

<PAGE>

                                  SRKP 1, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

                                                                   CUMULATIVE
                                                                      FROM
                                                                    MARCH 16,
                                                                      2004
                                                 FOR THE THREE     (INCEPTION)
                                                  MONTHS ENDED         TO
                                                 SEPTEMBER 30,    SEPTEMBER 30,
                                                      2004            2004
                                                 -----------      -------------
                                                 (UNAUDITED)      (UNAUDITED)

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

EXPENSES                                              21,217           61,142
                                                 -----------      -----------

NET (LOSS)                                       $   (21,217)     $   (61,142)
                                                 ===========      ===========

NET (LOSS) PER COMMON SHARE - BASIC              $      (.01)     $      (.02)
                                                 ===========      ===========

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


             SEE ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS

                                        3

<PAGE>

                                  SRKP 1, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                   CUMULATIVE
                                                                                      FROM
                                                                                   MARCH 16,
                                                                                      2004
                                                                                  (INCEPTION)
                                                                                       TO
                                                                                 SEPTEMBER 30,
                                                                                       2004
                                                                                  (UNAUDITED)
                                                                               -----------------
<S>                                                                            <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
   Net (loss)                                                                  $         (61,142)
   Adjustments to reconcile net (loss) to net cash provided (used) by
operating activities:
     Changes in:
       Accounts payable                                                                    8,789
                                                                               -----------------

         Net Cash (Used) by Operating Activities                                         (52,353)
                                                                               -----------------


CASH FLOWS FROM FINANCING ACTIVITIES:
   Common stock issued for cash                                                          100,000
                                                                               -----------------

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


NET CHANGE IN CASH AND ENDING BALANCE                                          $          47,647
                                                                               =================
</TABLE>



             SEE ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS

                                        4

<PAGE>

                                  SRKP 1, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - 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.

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.

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.

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.


                                       5
<PAGE>

                                  SRKP 1, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

NOTE 2 - STOCKHOLDERS' EQUITY

During March 2004,  the Company sold for $100,000 cash  2,700,000  shares of its
$.001 par value common stock to various investors.

NOTE 3 - RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal  property.  Most office
services are provided without charge by the president. Such costs are immaterial
to the financial  statements and accordingly,  have not been reflected  therein.
The  officers  and  directors  of the  Company are  involved  in other  business
activities  and  may,  in  the  future,   become   involved  in  other  business
opportunities  becomes 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 has filed a registration statement with the United States Securities
and Exchange Commission to conduct a blank check offering subject to Rule 419 of
Regulation C. This registration  statement was declared effective on November 8,
2004.  This offering  calls for the sale of 700,000  shares of common stock at a
price of $.17 per share. When completed, the sale will net the Company $119,000.


                                       6

<PAGE>

ITEM 2.     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.

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 in the following states:
Hawaii, Illinois, New York and Nevada. The offering will remain open until the
maximum 700,000 shares have been sold or until it expires on May 7, 2005, unless
management determines for whatever reason that it should be closed prior to
either event.

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. 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.


                                       7
<PAGE>

          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 $50,000).

         We believe we will be able to meet these costs through current monies
in our treasury ($47,647 as of September 30, 2004), 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 ($700,000).

          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 ($700,000), 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.

          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


                                       8
<PAGE>

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.

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,


                                       9
<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


                                       10
<PAGE>

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.

          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 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.


                                       11
<PAGE>

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 September 30, 2004, 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 September 30, 2004.

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 September 30, 2004 that has materially affected, or is reasonably likely
to affect, our internal control over financial reporting.


                                       12
<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 November 8, 2004. For further
information, see "Item 2. 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.


                                       13
<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.


November 15, 2004                         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)


                                       14