UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------
                                   FORM 10-KSB

(Mark One)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
      EXCHANGE ACT OF 1934

      For the Fiscal Year Ended December 31, 2005

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

                        Commission File Number 333-114622

                                   ----------

                                  SRKP 1, INC.
                 (Name of small business issuer in its charter)

               Delaware                                       51-05021250
    (State or other jurisdiction of                         (I.R.S. Employer
    incorporation or organization)                       Identification Number)

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

                                 (310) 203-2902
                           (Issuer's telephone number)

                                   ----------

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:  None

Check whether the issuer is not required to file reports pursuant to Section 13
or Section 15(d) of the Exchange Act. [ ]

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

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

Issuer's revenues for its most recent fiscal year:  $0

Aggregate market value of the voting stock held by non-affiliates: $119,000, as
based on last reported sales price of such stock. The voting stock held by
non-affiliates on that date consisted of 1,400,000 shares of common stock.

Number of shares outstanding of each of the issuer's classes of common stock at
March 15, 2006:

            Common Stock: 6,800,000 (post Stock Split)     Preferred Stock: 0

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


<PAGE>


                                FORM 10-KSB INDEX

PART I.........................................................................3

     ITEM 1. DESCRIPTION OF BUSINESS...........................................3

     ITEM 2. DESCRIPTION OF PROPERTIES.........................................7

     ITEM 3. LEGAL PROCEEDINGS.................................................7

     ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............7

PART II........................................................................7

     ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.........7

     ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION........9

     ITEM 7.  FINANCIAL STATEMENTS............................................16

     ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
              ACCOUNTING AND FINANCIAL DISCLOSURES............................17

     ITEM 8A. CONTROLS AND PROCEDURES.  ......................................17

     ITEM 8B. OTHER INFORMATION...............................................17

PART III......................................................................18

     ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
              COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT...............18

     ITEM 10. EXECUTIVE COMPENSATION..........................................19

     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
              AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS..................19

     ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................20

     ITEM 13. EXHIBITS........................................................20

     ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES..........................21

SIGNATURES....................................................................22

                                        2

<PAGE>


                   NOTE CONCERNING FORWARD-LOOKING STATEMENTS

         This Report contains certain forward-looking statements, including the
plans and objectives of management for the business, operations, and economic
performance of SRKP 1, Inc. (the "Company"). These forward-looking statements
generally can be identified by the context of the statement or the use of words
such as the Company or its management "believes," "anticipates," "intends,"
"expects," "plans" or words of similar meaning. Similarly, statements that
describe the Company's future operating performance, financial results, plans,
objectives, strategies, or goals are forward-looking statements. Although
management believes that the assumptions underlying the forward-looking
statements are reasonable, these assumptions and the forward-looking statements
are subject to various factors, risks and uncertainties, many of which are
beyond the control of the Company. Accordingly, actual results could differ
materially from those contemplated by the forward-looking statements.

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

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 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 in November 2004 subject to Rule
419 of Regulation C under the Securities Act of 1934, whereby we sold 1,400,000
shares (post Stock Split) of common stock, which shall be held in escrow pending
the consummation of a business combination. Refer also to "Operations" below.

      On July 8, 2005, there were 6,800,000 shares (post-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. By
action of written consent, dated July 8, 2005, holders of a majority of our
outstanding shares of common stock approved a 2-for-1 forward split (the "Stock
Split") of our outstanding shares of common stock. On July 12, 2005, we filed a
Certificate of Amendment to our Certificate of Incorporation with the Secretary
of State of Delaware to effect the Stock Split. The number of authorized shares,
and the par value, of our common stock was not affected by the Stock Split. All
per-share amounts and number of shares outstanding in this report have been
restated retroactively for the stock split.

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
($119,000) 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 by May 8, 2006, which is
18 months from our offering that commenced on November 8, 2004, the entire
proceeds of that offering will be returned to those who subscribed to the
offering. If we return the offering proceeds to the subscribers, we plan to
continue as a public company and continue to search for a business combination
candidate.

                                        3

<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 we will be able to meet costs that we incur through current
monies in our treasury ($736 as of December 31, 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.

         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.

                                        4

<PAGE>


         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,

         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 of 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.

                                        5

<PAGE>


         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.

         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.

                                        6

<PAGE>


         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.

Competition

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

Employees

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

ITEM 2.  DESCRIPTION OF PROPERTIES

         Our principal offices are located at 1900 Avenue of the Stars, Los
Angeles, California. We are presently using the offices of our President,
Richard Rappaport, at no cost, as our office, an arrangement which we expect to
continue until the consummation of a business combination. Until a business
combination is consummated, we are not required to pay any rent. We presently do
not own any equipment, and do not intend to purchase or lease any equipment
prior to or upon completion of a business combination.

ITEM 3. LEGAL PROCEEDINGS

         We are not a party to any material legal proceedings.

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

         There were no matters submitted to a vote of our security holders
during the fourth quarter ended December 31, 2005.


                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market for Common Stock; Related Information

         Our common stock is not quoted at the present time. To date, neither
we, nor anyone acting on our behalf, has taken any affirmative steps to retain
or encourage any broker-dealer to act as a market maker for our common stock.
Further, we have not entered into any discussions, or understandings,
preliminary or otherwise, through our management or through anyone acting on our
behalf and any market maker concerning the participation of a market maker in
the future trading market, if any, for our common stock.

                                        7

<PAGE>


         At March 15, 2006, there were approximately seven holders of record of
our common stock.

Dividend Policy

         We have not declared or paid any cash dividends on our common stock,
and we currently intend to retain future earnings, if any, to finance a business
combination.

Equity Compensation Plans

         We do not maintain an equity compensation plan.

Recent Sales of Unregistered Securities

         In March 2004, we sold 5,400,000 shares (post Stock Split) of our
common stock to our founders for aggregate consideration of $100,000. The shares
were sold in reliance of Section 4(2) of the Securities Act and/or Rule 506 of
Regulation D. As set forth in Item 1 above, proceeds are being used to
consummate a business combination.

Use of Proceeds from Registered Securities

         We conducted a "blank check" offering in November 2004 subject to Rule
419 of Regulation C under the Securities Act of 1934, whereby we sold 1,400,000
shares (post Stock Split) of common stock for aggregate consideration of
$119,000, which shall be held in escrow pending the consummation of a business
combination. Refer also to "Description of Business- Operations" above.

                                        8


<PAGE>


Additional Information

         Copies of our annual reports on Form 10-KSB, quarterly reports on Form
10-QSB, current reports on Form 8-K, and any amendments to those reports, are
available free of charge on the Internet at www.sec.gov. All statements made in
any of our filings, including all forward-looking statements, are made as of the
date of the document in which the statement is included, and we do not assume or
undertake any obligation to update any of those statements or documents unless
we are required to do so by law.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         This 10-KSB 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 consolidated
financial statements and accompanying notes and the other financial information
appearing else where in this prospectus. 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. Refer
also to "Special Note Regarding Forward Looking Statements" below.

Plan of Operation

          We were organized in the state of Delaware on March 14, 2004 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
($119,000) 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 by May 8, 2006, which is
18 months from our offering that commenced on November 8, 2004, the entire
proceeds of that offering will be returned to those who subscribed to the
offering. If we return the offering proceeds to the subscribers, we plan to
continue as a public company and continue to search for a business combination
candidate.

         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 we will be able to meet costs that we incur through current
monies in our treasury ($736 as of December 31, 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.

                                        9

<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 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.

         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.

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:

                                       10

<PAGE>


         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 of 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.

                                       11

<PAGE>


         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.

         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 of our
officers, directors, promoters, 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.

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 business combination.

Off Balance Sheet Arrangements

         We do not have any off-balance sheet arrangements.

                                       12

<PAGE>


Employees

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

                                  RISK FACTORS

         Our actual results may differ materially from those anticipated in
these forward-looking statements. We operate in a market environment that is
difficult to predict and that involves significant risks and uncertainties, many
of which will be beyond our control. Refer also to "Special Note Regarding
Forward-Looking Statements."

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

         A conflict of interest may arise between our management's personal
pecuniary interest and its fiduciary duty to our stockholders. Our founding
stockholders own seventy-nine percent (79%) of our outstanding common stock.
Further, our management's own pecuniary interest may at some point compromise
its fiduciary duty to our stockholders. In addition, our officers and directors
may become involved with other blank check offerings and conflicts in the
pursuit of business combinations with other such blank check companies with such
persons in the future be affiliated with may arise. If we and the other blank
check companies that our officers and directors may become affiliated with
desire to take advantage of the same opportunity, then those officers and
directors that are affiliated with both companies would abstain from voting upon
the opportunity. In the event of identical officers and directors, the company
that first filed a registration statement with the Securities and Exchange
Commission will be entitled to proceed with the proposed transaction.

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

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

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

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

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

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

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

                                       13

<PAGE>


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

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

         We have not entered into any definitive arrangement, agreement or
understanding with respect to engaging in a merger with, joint venture with or
acquisition of, a private or public entity. No assurances can be given that we
will successfully identify and evaluate suitable business opportunities or that
we will conclude a business combination. Management has not identified any
particular industry or specific business within an industry for evaluation. We
cannot guarantee that we will be able to negotiate a business combination on
favorable terms, and there is consequently a risk that funds allocated to the
purchase of our shares will not be invested in a company with active business
operations. If we are unable to make such an investment, it is unlikely that you
will make a substantial return on your investment in SRKP 1.

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

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

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

         o   changes in international and domestic customs regulations,

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

         o   natural disasters,

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

         o   difficulties in managing or overseeing foreign operations,

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

         o   different liability standards, and

         o   uncertainties related to foreign currency fluctuations.

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

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

                                       14

<PAGE>


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

         While seeking a business combination, management anticipates devoting
between two and 10 hours per week to SRKP 1's affairs in total. None of our
officers have entered into written employment agreements with us and none is
expected to do so in the foreseeable future. This limited commitment may
adversely impact our ability to identify and consummate a successful business
combination.

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

      Our officers and directors have only limited experience launching and
operating "blank check" companies such as SRKP 1. The management of such
companies may be different than what our officers and directors are familiar
with from their other business experiences. We cannot assure you that our
officers' and directors' limited experience will not adversely affect our
ability to identify a suitable acquisition candidate and successfully negotiate
a timely business combination. Our officers and directors have launched the
following blank check companies:

<TABLE>
<CAPTION>
                     Initial Filing Date of
  Name               Registration Statement                 Status                  SEC File Number
  ----               ----------------------     ----------------------------     ---------------------
<S>                     <C>                     <C>                              <C>
SRKP 2, Inc.            April 19, 2005          Registration Statement filed     333-124164

SRKP 3, Inc.            July 7, 2005            Registration Statement filed     333-126441

SRKP 4, Inc.            August 3, 2005          Form 10 filed for each entity    000-51473(SRKP 4, Inc.)
SRKP 5, Inc.                                          on August 3,2005           000-51474(SRKP 5, Inc.)
SRKP 6, Inc.                                                                     000-51475(SRKP 6, Inc.)
SRKP 7, Inc.                                                                     000-51476(SRKP 7, Inc.)
SRKP 8, Inc.                                                                     000-51477(SRKP 8, Inc.)


</TABLE>

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

         There currently is no trading market for our stock and a trading market
will not develop prior to or after the effectiveness of this prospectus or while
the common stock under this offering is maintained in escrow. Under Rule 15g-8
of the Exchange Act, it is unlawful for any person to sell the securities or any
interest in or related to the securities held in a Rule 419 escrow account other
than under a qualified domestic relations order in divorce proceedings.
Additionally, we expect the initial market for our stock following the release
of shares from escrow to be limited. You will not be permitted to sell, or,
except in very limited circumstances, otherwise transfer your shares while they
are in escrow, and a trading market may not develop. Even if a limited trading
market does develop following the release of shares from escrow, there is a risk
that the absence of potential buyers will prevent you from selling your shares
if you determine to reduce or eliminate your investment in SRKP 1.

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

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

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

         The 5,400,000 shares (post Stock Split) of our common stock presently
held by our founders or affiliates, are "restricted securities" as that term is
defined under the Securities Act and in the future may be sold pursuant to a
registration statement filed under the Securities Act. It should be noted that
these shares may not be sold by these promoters or affiliates, or their
transferees, pursuant to Rule 144 of the Securities Act. This is true for any
such sale either before or after a business combination with an operating
company or other person, regardless of technical compliance with the rule. The
position of the staff of the Division of Corporation Finance of the Securities
and Exchange Commission is that any such resale transaction under Rule 144 would
appear to be designed to distribute or redistribute such shares to the public
without coming within the registration requirements of the Securities Act.
Therefore, these promoters or affiliates, or their exemptions to the
transferees, can only resell the shares they hold as of the date hereof through
a registration statement filed under the Securities Act. Investors should be
aware that there is a risk that such sales pursuant to a registration statement
filed under the Securities Act would have a depressive effect on the market
price of our securities in any market which may develop for such securities. If
our promoters or affiliates did not hold these shares, there would not be the
same risk of a depressive effect on the price of the shares you hold.

                                       15

<PAGE>


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

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

                    WARNING ABOUT FORWARD-LOOKING STATEMENTS

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

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

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

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

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

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

         o   our expectations regarding competition.

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

ITEM 7. FINANCIAL STATEMENTS.

         Our audited financial statements are set forth in this Report beginning
on page F-1.

                                       16

<PAGE>


                          INDEX TO FINANCIAL STATEMENTS


                                                                   Page


Report of Independent Registered Public Accounting Firm             F-2

Financial Statements:

     Balance Sheet                                                  F-3

     Statements of Operations                                       F-4

     Statements of Changes in Stockholders' Equity                  F-5

     Statements of Cash Flows                                       F-6

Notes to Financial Statements                                       F-7


                                      F-1
<PAGE>


                                AJ. ROBBINS, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS
                              216 SIXTEENTH STREET
                                    SUITE 600
                             DENVER, COLORADO 80202


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders
SRKP 1, Inc.

Los Angeles, California


We have audited the accompanying balance sheet of SRKP 1, Inc. (a development
stage company) as of December 31, 2005, and the related statements of
operations, changes in stockholders' equity, and cash flows for the year then
ended and for the period from March 16, 2004 (inception) to December 31, 2005
and 2004. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of SRKP 1, Inc. as of December 31,
2005, and the results of its operations and its cash flows for the year then
ended and for the period from March 16, 2004 (inception) to December 31, 2005
and 2004, in conformity with generally accepted accounting principles in the
United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company is in the development stage and has not
commenced operations. Its ability to continue as a going concern is dependent
upon its ability to develop additional sources of capital, locate and complete a
merger with another company and ultimately achieve profitable operations. These
conditions raise substantial doubt about its ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

                                AJ. ROBBINS, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS

Denver, Colorado
January 19, 2006


                                      F-2
<PAGE>


                                  SRKP 1, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                DECEMBER 31, 2005


                                     ASSETS

CURRENT ASSETS:

  Cash                                                                $     736
  Restricted cash                                                       119,662
                                                                      ---------

              Total current assets                                    $ 120,398
                                                                      =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts payable                                                    $  11,375
                                                                      ---------
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
  Additional paid-in capital                                            212,200
  (Deficit) accumulated during development stage                       (109,977)
                                                                      ---------

              Total Stockholders' Equity                                109,023
                                                                      ---------

                                                                      $ 120,398
                                                                      =========

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                      F-3
<PAGE>



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


                                                                     Cumulative
                                                                       from
                                                                      March 16,
                                                  For the Period       2004
                                  For the Year     From March       (Inception)
                                     Ended          16, 2004 To         To
                                  December 31,     December 31,     December 31,
                                     2005             2004             2005
                                  -----------      -----------      -----------

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

EXPENSES                               29,871           80,768          110,639
                                  -----------      -----------      -----------

INTEREST INCOME                           662               --              662
                                  -----------      -----------      -----------

NET (LOSS)                        $   (29,209)     $   (80,768)     $  (109,977)
                                  -----------      -----------      -----------

NET (LOSS) PER COMMON SHARE -
 BASIC                            $         *      $      (.01)
                                  -----------      -----------
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING          6,800,000        5,468,056
                                  -----------      -----------
*Less than $.01

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                      F-4
<PAGE>

                                  SRKP 1, INC.
                          (A Development Stage Company)
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                 FOR THE PERIOD FROM MARCH 16, 2004 (INCEPTION)
                              TO DECEMBER 31, 2005

<TABLE>
<CAPTION>
                                                                                                   (Deficit)
                                                                                                  Accumulated
                                                                  Additional                        During            Total
                                         Common Stock              Paid-In       Subscription     Development      Stockholders'
                                    Shares         Amount          Capital        Receivable         Stage            Equity
                                  ---------       ---------       ---------       ---------        ---------        ---------
<S>                               <C>             <C>             <C>             <C>              <C>              <C>
Balances, March 16, 2004                 --       $      --       $      --       $      --        $      --        $      --

Sale of common stock
  on March 31,2004 at
  $.037 per share                 5,400,000           5,400          94,600       $      --               --          100,000

Sale of common stock
  on December 18, 2004 at
  $.17 per share                  1,400,000           1,400         117,600         (69,000)              --           50,000

Net (Loss)                               --              --              --              --          (80,768)         (80,768)
                                  ---------       ---------       ---------       ---------        ---------        ---------

Balances, December 31, 2004       6,800,000           6,800         212,200         (69,000)         (80,768)          69,232


Collection of subscription
  receivable                             --              --              --          69,000               --           69,000

Net (Loss)                               --              --              --              --          (29,209)         (29,209)
                                  ---------       ---------       ---------       ---------        ---------        ---------
Balances, December 31, 2005       6,800,000       $   6,800       $ 212,200       $      --        $(109,977)       $ 109,023
                                  =========       =========       =========       =========        =========        =========
</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                      F-5
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                               Cumulative
                                                                                                  from
                                                                                                March 16
                                                                             For the Period       2004
                                                             For the Year      From March      (Inception)
                                                                Ended         16, 2004 To          To
                                                             December 31,     December 31,     December 31,
                                                                 2005             2004             2005
                                                              ---------        ---------        ---------
<S>                                                           <C>              <C>              <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
   Net (loss)                                                 $ (29,209)       $ (80,768)       $(109,977)
   Adjustments to reconcile net (loss) to net cash
   (used in) operating activities: Changes in:
   Restricted cash                                             (119,662)              --         (119,662)
   Accounts payable                                                 325           11,050           11,375
                                                              ---------        ---------        ---------


         Net Cash (Used in) Operating Activities               (148,546)         (69,718)        (218,264)
                                                              ---------        ---------        ---------


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

         Net Cash Provided by Financing Activities              109,000          110,000          219,000
                                                              ---------        ---------        ---------


NET INCREASE/(DECREASE) IN CASH AND
  CASH EQUIVALENTS                                              (39,546)          40,282              736


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

CASH AND CASH EQUIVALENTS, END OF  PERIOD                     $     736        $  40,282        $     736
                                                              =========        =========        =========
</TABLE>


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                      F-6

<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.

Restricted Cash
The Company's restricted cash consists of proceeds from the sale of stock in a
public offering and are intended to effect a business combination. Unless the
Company completes a business combination within 18 months from the date the
offering commenced, on November 8, 2004, the entire proceeds of that offering
will be returned to the investors.

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 its ability to continue as a going
concern.

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

Income Taxes
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.

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.


                                      F-7
<PAGE>


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


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 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 forward 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.


                                      F-8
<PAGE>


ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURES.

          Not applicable.

ITEM 8A.  CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures. As of December 31, 2005, an evaluation was
carried out under the supervision and with the participation our management,
including our principal executive officer and principal financial officer, of
the effectiveness of our disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934). Based on their evaluation, our principal executive officer and principal
financial officer have concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in reports
that we file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in Securities and Exchange
Commission rules and forms.

Internal Controls Over Financial Reporting. There was no change in our internal
control over financial reporting during the fourth quarter of fiscal 2005 that
has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.


ITEM 8B.  OTHER INFORMATION.

          Not applicable.

                                       17

<PAGE>


                                    PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT.

         The following table provides information concerning our officers and
directors.

<TABLE>
<CAPTION>

Name                      Age     Position                                        Year Appointed
------------------------  ---     --------------------------------------          --------------
<S>                        <C>    <C>                                             <C>
Richard A. Rappaport       46     President and Director                               2004

Glenn L. Krinsky           47     Secretary, Chief Financial Officer and               2004
                                  Director
</TABLE>

         Richard A. Rappaport, President and Director, is the founder of
Westpark Capital, Inc. and has been its Chief Executive Officer since September
1999. Westpark Capital, Inc. is a full service investment banking and securities
brokerage firm, which serves the needs of both private and public companies
worldwide, as well as individual and institutional investors. From April 1995
through September 1999, Mr. Rappaport was Director of Corporate Finance for
Global Securities, where he was responsible for all of the firms North American
Corporate finance activities. Global Securities was a registered broker-dealer
that has since terminated operations. Mr. Rappaport received a B.S. in 1981 from
the University of California at Berkeley and a M.B.A. in 1986 from the
University of California at Los Angeles.

         Glenn L. Krinsky, Secretary, Chief Financial Officer and Director, has
been counsel at the law firm of Ropes & Gray LLP since October 2004. Mr. Krinsky
previously served as general counsel and secretary of City of Hope located in
Duarte, California from January 1996 through December 2003. Mr. Krinsky's
responsibilities at City of Hope included oversight of legal matters relating to
litigation, intellectual property, labor, public finance, tax and real estate.
From October 1992 through December 1995, Mr. Krinsky was a partner at the law
firm of Hanna and Morton in Los Angeles, California. Mr. Krinsky served as
Chairman of the tax department and was responsible for representing clients in
all major areas of federal and state taxation. Mr. Krinsky received a B.A. and a
J.D. from the University of California at Los Angeles in 1980 and 1983,
respectively.

The Board of Directors and Committees

         Our Board members are elected for one-year terms, to hold office until
the next general meeting of stockholders, or until removed from office in
accordance with our bylaws.

         Our Board does not maintain a separate audit, nominating or
compensation committee. Functions customarily performed by such committees are
performed by the Board as a whole. None of our directors are independent;
however, both Mr. Rappaport and Mr. Krinsky would otherwise qualify as an "audit
committee financial expert."

Code of Ethics

         We adopted a Code of Ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or controller
or persons performing similar functions. A copy of the Code of Ethics is filed
as an exhibit to this Report.

Compliance with Section 16(a) of the Exchange Act.

         We do not have a class of equity securities registered pursuant to
Section 12 of the Exchange Act. Therefore, our officers and directors are not
required to file Form 3s, 4s or 5s with the Securities and Exchange Commission.

                                       18


<PAGE>


ITEM 10. EXECUTIVE COMPENSATION.

Compensation

         No compensation was been paid to our executive officers or directors
for the period beginning with inception and ending December 31, 2005.

Equity Compensation Plans

         We do not maintain an equity compensation plan; therefore, we did not
grant any stock options to executive officers or directors during the period
beginning with inception and ending December 31, 2005.



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
           RELATED STOCKHOLDER MATTERS.

         The following table sets forth certain information regarding the
beneficial ownership of our common stock as of March 15, 2006 by

         o   each person who is known by us to own beneficially more than 5% of
             our outstanding common stock;

         o   each of our officers and directors; and

         o   all of our directors and officers as a group.

<TABLE>
<CAPTION>

                                                                                     Amount and
                                                                                     Nature of
                                                                                     Beneficial
         Class of Stock        Name and Address of Beneficial Owner (1)              Ownership        Percent
         --------------      --------------------------------------------         ----------------    --------
<S>                         <C>                                                    <C>        <C>      <C>
             Common          Richard Rappaport(2)                                   2,284,200  (4)      33.6
             Common          The Amanda Rappaport Trust(3)                            594,000            8.7
             Common          The Kailey Rappaport Trust(3)                            594,000            8.7
             Common          Debbie Schwartzberg(2)                                 2,284,200           33.6
             Common          Glenn Krinsky(2)                                         540,000            7.9
             Common          Charles Frisco(2)                                        291,600            4.2
             Common          TMC Holdings, Ltd.(5)                                  1,400,000           20.6
             Common          Officers and Directors (2 persons)                     2,824,200   (3)     41.5
</TABLE>

            (1)   Except as otherwise noted, the address for each person or
                  entity listed on the table is c/o SRKP 1, Inc., 1900 Avenue of
                  the Stars, Suite 310, Los Angeles, CA 90067, Telephone (310)
                  203-2902.

            (2)   Individual has sole voting and investment power over shares.

            (3)   Mr. Rappaport is the trustee of the trust. As trustee, Mr.
                  Rappaport has sole voting and investment power over shares.
                  Amanda and Kailey Rappaport are the minor children of Mr.
                  Rappaport.

            (4)   Includes shares held by The Amanda Rappaport Trust and The
                  Kailey Rappaport Trust. See also footnote (3) above.

            (5)   The address for TMC Holdings, Ltd. is 81 Tonche Terrace,
                  Shokan, NY 12481.

Change in Control

         If we consummate a business combination, it may result in a
change-in-control.

                                       19

<PAGE>


Equity Compensation Plans

         We do not maintain an equity compensation plan.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         None

ITEM 13. EXHIBITS LIST AND REPORTS ON FORM 8-K.

         (a) Exhibits

Exhibit                         Description of Exhibit
Number

3.1      Certificate of Incorporation (incorporated by reference to Registrant's
         Registration Statement on Form SB-2 filed 4/20/04).
3.1(a)   Certificate of Amendment of Certificate of Incorporation dated July 8,
         2005 (incorporated by reference to Registrant's Quarterly Report on
         Form 10-QSB filed 08/11/05)
3.2      By-Laws (incorporated by reference to Registrant's Registration
         Statement on Form SB-2 filed 4/20/04).
4.1      Specimen Certificate of Common Stock (incorporated by reference to
         Registrant's Registration Statement on Form SB-2 filed 4/20/04).
4.2      Form of Escrow Agreement (incorporated by reference to Registrant's
         Registration Statement on Form SB-2 filed 8/2/04).
4.3      Form of Registration Rights Agreement. (incorporated by reference to
         Registrant's Annual Report on Form 10-KSB filed 03/30/05).
10.2     Form of Subscription Agreement (incorporated by reference to
         Registrant's Registration Statement on Form SB-2 filed 10/1/04).
14.1     Code of Ethics.
31.1     Certification of Chief Executive Officer pursuant to Item 601(b)(31) of
         Regulation S-B, as adopted pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.
31.2     Certification of Chief Financial Officer pursuant to Item 601(b)(31) of
         Regulation S-B, as adopted pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.
32.1     Certifications of Chief Executive Officer and Chief Financial Officer
         pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906
         of the Sarbanes-Oxley Act of 2002.


                                       20


<PAGE>


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

         During the fiscal years ended December 31, 2005 and 2004, we retained
A.J. Robbins, PC to provide services as follows:

                                                              2005       2004*
                                                             ------     -------
Audit Fees..............................................     $6,217     $6,277
Audit-Related Fees......................................         --         --
Tax Fees................................................         --         --
All Other Fees..........................................         --         --

* We were formed in March 2004.

Pre-Approval Policy

       We do not maintain an audit committee. Our Board as a whole pre-approves
all services provided by AJ. Robbins, P.C. and has concluded that such services
are compatible with AJ. Robbins, P.C.'s independence as our auditors.

                                       21


<PAGE>


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                       SRKP 1, INC.


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

                                Date: March 31, 2006

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

                                Date:  March 31, 2006


         In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

<TABLE>
<S>                                  <C>                                                <C>
SIGNATURE                                               TITLE                                DATE

/s/ Richard Rappaport                 President, Chief Executive Officer  (Principal    March 31, 2006
---------------------------           Executive Officer) and Director
Richard Rappaport


/s/ Glenn Krinsky                     Chief Financial Officer                           March 31, 2006
---------------------------           (Principal Financial and Accounting Officer)
Glenn Krinsky                         and Director

</TABLE>

                                       22