**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**Form
      10-KSB**





(Mark
      One)





**x
      ANNUAL REPORT UNDER
      SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      fiscal year ended December 31, 2006





**o
      TRANSITION REPORT UNDER
      SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      transition period from ______________ to ______________





*Commission
      File Number* *000-521* *90*







**Wentworth
      V, Inc.**




(Exact
      name of registrant as specified in its charter)







Delaware
              
              14-1968084(State
                  or other jurisdiction of
              
              (I.R.S.
                  Employerincorporation
                  or organization)
              
              Identification
                  No.)


936A
                  Beachland Blvd., Suite 13Vero
                  Beach, FL
              
              32963(Address
                  of principal executive offices)
              
              (zip
                  code)


Registrant’s
                telephone number, including area code:
              (772)
                231-7544








Securities
      registered under Section 12(b) of the Exchange Act:





None.





Securities
      registered under Section 12(g) of the Exchange Act:





Common
      Stock, $0.001 par value per share


(Title
      of
      Class)










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





Check
      whether the registrant (1) has filed all reports required to be filed by Section
      13 or 15(d) of the Exchange Act 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 o.





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B (§229.405 of this chapter) contained herein, and no disclosure
      will be contained, to the best of registrant's knowledge, in definitive proxy
      or
      information statements incorporated by reference in Part III of this Form
      10-KSB. x





Check
      whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
      Act). Yes x No. o





The
      Company’s revenues for fiscal year end December 31, 2006 were $0.





As
      of
      March 28, 2007, there were 1,000,000 shares of common stock outstanding.





**DOCUMENTS
      INCORPORATED BY REFERENCE:**





**None**





**FORWARD-LOOKING
      STATEMENTS**





Certain
      statements made in this Annual Report on Form 10-KSB are “forward-looking
      statements” (within the meaning of the Private Securities Litigation Reform Act
      of 1995) regarding the plans and objectives of management for future operations.
      Such statements involve known and unknown risks, uncertainties and other factors
      that may cause actual results, performance or achievements of Wentworth V,
      Inc.
      (the “Company”) to be materially different from any future results, performance
      or achievements expressed or implied by such forward-looking statements. The
      forward-looking statements included herein are based on current expectations
      that involve numerous risks and uncertainties. The Company's plans and
      objectives are based, in part, on assumptions involving the continued expansion
      of business. Assumptions relating to the foregoing involve judgments with
      respect to, among other things, future economic, competitive and market
      conditions and future business decisions, all of which are difficult or
      impossible to predict accurately and many of which are beyond the control of
      the
      Company. Although the Company believes its assumptions underlying the
      forward-looking statements are reasonable, any of the assumptions could prove
      inaccurate and, therefore, there can be no assurance the forward-looking
      statements included in this Report will prove to be accurate. In light of the
      significant uncertainties inherent in the forward-looking statements included
      herein, the inclusion of such information should not be regarded as a
      representation by the Company or any other person that the objectives and plans
      of the Company will be achieved.




Transitional
      Small Business Disclosure Format (check one): Yes o No x




2




**PART
      I**





**Item
      1. Description of Business.**





**Introduction**





Wentworth
      V, Inc. (“we”, “us”, “our”, the “Company” or the “Registrant”) was incorporated
      in the State of Delaware on June 19, 2006 and maintains its principal executive
      offices at 936A Beachland Blvd., Suite 13, Vero Beach, FL 32963. Since
      inception, the Company has been engaged in organizational efforts and obtaining
      initial financing. The Company was formed as a vehicle to pursue a business
      combination. The Company filed a registration statement on Form 10-SB with
      the
      U.S. Securities and Exchange Commission (the “SEC”) on August 17, 2006, and
      since its effectiveness, the Company has begun preliminary efforts to identify
      a
      possible business combination. However, the Company has not entered into a
      letter of intent or any definitive agreement concerning any target business.
      The
      business purpose of the Company is to seek the acquisition of, or merger with,
      an existing company.





The
      Company, based on proposed business activities, is a "blank check" company.
      The
      SEC defines those companies as "any development stage company that is issuing
      a
      penny stock, within the meaning of Section 3 (a)(51) of the Securities Exchange
      Act of 1934, as amended (the “Exchange Act”), and that has no specific business
      plan or purpose, or has indicated that its business plan is to merge with an
      unidentified company or companies." Many states have enacted statutes, rules
      and
      regulations limiting the sale of securities of "blank check" companies in their
      respective jurisdictions. The Company, as defined in Rule 12b-2 under the
      Exchange Act, also is a “shell company,” defined as a company with no or nominal
      assets (other than cash) and no or nominal operations. 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 Company intends to comply with the periodic reporting
      requirements of the Exchange Act for so long as we are subject to those
      requirements.





The
      Company was 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. The Company’s principal business objective
      for the next 12 months and beyond such time will be to achieve long-term growth
      potential through a combination with a business rather than immediate,
      short-term earnings. The Company will not restrict its potential candidate
      target companies to any specific business, industry or geographical location
      and, thus, may acquire any type of business.





**Competition**





Currently,
      with our primary goal the acquisition of a target company or business seeking
      the perceived advantages of being a publicly held corporation, the Company
      faces
      vast competition from other shell companies with the same objectives. The
      Company is in a highly competitive market for a small number of business
      opportunities which could reduce the likelihood of consummating a successful
      business combination. 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.





3




**Employees**





The
      Company currently has no employees other than its sole officer.





**Risk
      Factors**





**An
      investment in our securities is highly speculative and subject to numerous
      and
      substantial risks. These risks include those set forth below and elsewhere
      in
      this Form 10-KSB. Readers are encouraged to review these risks carefully before
      making any investment decision.**





**There
      may be conflicts of interest between our management and our non-management
      stockholders.**





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. In addition, our management is currently involved with other
      blank check companies, and in the pursuit of business combinations, conflicts
      with such other blank check companies with which it is, and may in the future
      become, affiliated, may arise. If we and the other blank check companies that
      our management is affiliated with desire to take advantage of the same
      opportunity, then those members of management that are affiliated with both
      companies would abstain from voting upon the opportunity. In the event of
      identical officers and directors, the officers and directors will arbitrarily
      determine the company that will be entitled to proceed with the proposed
      transaction.





Additionally,
      we contemplate that at least one of the finders of business combinations for
      the
      Company will be Keating Investments, LLC, a Delaware limited liability company
      and an SEC Registered Investment Advisor. Timothy J. Keating, who currently
      owns
      50% of our issued and outstanding Common Stock and is also the son of Kevin
      R.
      Keating, our President, is the Managing Member of, and holds approximately
      a 60%
      interest in, Keating Investments, LLC.





**Our
      business is difficult to evaluate because we have no operating
      history.**





As
      the
      Company has no operating history or revenue and only minimal assets, there
      is a
      risk that we will be unable to consummate a business combination. The Company
      has had no recent 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.





**There
      is competition for those private companies suitable for a merger transaction
      of
      the type contemplated by management.**





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




4





**Future
      success is highly dependent on the ability of management to locate and attract
      a
      suitable acquisition.**





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
      criterion. 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.





**The
      Company has no existing agreement for a business combination or other
      transaction.**





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





**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 very limited
      time to the Company's affairs. Our sole officer has not entered into a written
      employment agreement with us and is not expected to do so in the foreseeable
      future. This limited commitment may adversely impact our ability to identify
      and
      consummate a successful business combination.





**The
      time and cost of preparing a private company to become a public reporting
      company may preclude us from entering into a merger or acquisition with the
      most
      attractive private companies.**





Target
      companies that fail to comply with SEC reporting requirements may delay or
      preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
      reporting companies to provide certain information about significant
      acquisitions, including certified financial statements for the company acquired,
      covering one, two, or three years, depending on the relative size of the
      acquisition. The time and additional costs that may be incurred by some target
      entities to prepare these statements may significantly delay or essentially
      preclude consummation of an acquisition. Otherwise suitable acquisition
      prospects that do not have or are unable to obtain the required audited
      statements may be inappropriate for acquisition so long as the reporting
      requirements of the Exchange Act are applicable.





**The
      Company may be subject to further government regulation which would adversely
      affect our operations.**





Although
      we are subject to the reporting requirements under the Exchange Act, management
      believes we are not subject to regulation under the Investment Company Act
      of
      1940, as amended (the “Investment Company Act”), since we are not engaged in the
      business of investing or trading in securities. If we engage in business
      combinations which result in our holding passive investment interests in a
      number of entities, we could be subject to regulation under the Investment
      Company Act. If so, we would be required to register as an investment company
      and could be expected to incur significant registration and compliance costs.
      We
      have obtained no formal determination from the SEC as to our status under the
      Investment Company Act and, consequently, violation of the Investment Company
      Act could subject us to material adverse consequences.




5





**Any
      potential acquisition or merger with a foreign company may subject us to
      additional risks.**




If
      we
      enter into a business combination with a foreign company, we will be subject
      to
      risks inherent in business operations outside of the United States. These risks
      include, for example, currency fluctuations, regulatory problems, punitive
      tariffs, unstable local tax policies, trade embargoes, risks related to shipment
      of raw materials and finished goods across national borders and cultural and
      language differences. Foreign economies may differ favorably or unfavorably
      from
      the United States economy in growth of gross national product, rate of
      inflation, market development, rate of savings, and capital investment, resource
      self-sufficiency and balance of payments positions, and in other
      respects.





**There
      is currently no trading market for our common stock, and liquidity of shares
      of
      our common stock is limited.**




Our
      shares of common stock are not registered under the securities laws of any
      state
      or other jurisdiction, and accordingly there is no public trading market for
      our
      common stock. Further, no public trading market is expected to develop in the
      foreseeable future unless and until the Company completes a business combination
      with an operating business and the Company thereafter files a registration
      statement under the Securities Act. Therefore, outstanding shares of our common
      stock cannot be offered, sold, pledged or otherwise transferred unless
      subsequently registered pursuant to, or exempt from registration under, the
      Securities Act and any other applicable federal or state securities laws or
      regulations. S hares
      of
      our common stock cannot be sold under the exemptions from registration provided
      by Rule 144 under or Section 4(1) of the Securities Act, in accordance with
      the
      letter from Richard K. Wulff, Chief of the Office of Small Business Policy
      of
      the Securities and Exchange Commission’s Division of Corporation Finance, to Ken
      Worm of NASD Regulation, dated January 21, 2000. This letter provides that
      certain private transfers of the shares of common stock also may be prohibited
      without registration under federal securities laws. Compliance with the criteria
      for securing exemptions under federal securities laws and the securities laws
      of
      the various states is extremely complex, especially in respect of those
      exemptions affording flexibility and the elimination of trading restrictions
      in
      respect of securities received in exempt transactions and subsequently disposed
      of without registration under the Securities Act or state securities laws.





**There
      are issues impacting liquidity of our securities with respect to the SEC’s
      review of a future resale registration statement.**




Since
      our
      shares of common stock issued prior to a business combination or reverse merger
      cannot currently, nor will they for a considerable period of time after we
      complete a business combination, be available to be offered, sold, pledged
      or
      otherwise transferred without being registered pursuant to the Securities Act,
      we will likely file a resale registration statement on Form SB-2 or Form S-1,
      or
      some other available form, to register for resale such shares of common
      stock.  We cannot control this future registration process in all respects
      as some matters are outside our control.  Even if we are successful in
      causing the effectiveness of the resale registration statement, there can be
      no
      assurances that the occurrence of subsequent events may not preclude our ability
      to maintain the effectiveness of the registration statement. Any of the
      foregoing items could have adverse effects on the liquidity of our shares of
      common stock.


6





In
      addition, the SEC has recently disclosed that it has developed internal
      guidelines concerning the use of a resale registration statement to register
      the
      securities issued to certain investors in private investment in public
      equity (PIPE) transactions, where the issuer has a market capitalization of
      less
      than $75 million and, in general, does not qualify to file a Registration
      Statement on Form S-3 to register its securities.  The SEC has taken the
      position that  these smaller issuers may not be able to rely on Rule 415
      under the Securities Act, which generally permits the offer and sale of
      securities on a continued or delayed basis over a period of time, but instead
      would require that the issuer offer and sell such securities in
      a  direct or "primary" public offering, at a fixed price, if the facts
      and circumstances are such that the SEC believes the investors seeking to
      have their shares registered are underwriters and/or affiliates of the
      issuer.  It appears that the SEC in most cases will permit a
      registration for resale of up to one third of the total number of shares of
      common stock then currently owned by persons who are not affiliates of such
      issuer and, in some cases, a larger percentage depending on the facts and
      circumstances.  Staff members also have indicated that an issuer in most
      cases will have to wait until the later of six months after effectiveness
      of the first registration or such time as substantially all securities
      registered in the first registration are sold before filing a subsequent
      registration on behalf of the same investors.  Since, following a reverse
      merger or business combination, we may have little or no tradable shares of
      common stock, it is unclear as to how many, if any, shares of common stock
      the
      SEC will permit us to register for resale, but SEC staff members have
      indicated a willingness to consider a higher percentage in connection with
      registrations following reverse mergers with shell companies such as the
      Company.  The SEC may require as a condition to the declaration of
      effectiveness of a resale registration statement that we reduce or “cut back”
the number of shares of common stock to be registered in such registration
      statement.   The result of the foregoing is that a stockholder’s
      liquidity in our common stock may be adversely affected in the event the SEC
      requires a cut back of the securities as a condition to allow the Company to
      rely on Rule 415 with respect to a resale registration statement, or, if the
      SEC
      requires us to file a primary registration statement.




**We
      have never paid dividends on our common stock.**




We
      have
      never paid dividends on our common stock and do not presently intend to pay
      any
      dividends in the foreseeable future. We anticipate that any funds available
      for
      payment of dividends will be re-invested into the Company to further its
      business strategy.





**The
      Company may be subject to certain tax consequences in our business, which may
      increase our cost of doing business.**




We
      may
      not be able to structure our acquisition to result in tax-free treatment for
      the
      companies or their stockholders, which could deter third parties from entering
      into certain business combinations with us or result in being taxed on
      consideration received in a transaction. Currently, a transaction may be
      structured so as to result in tax-free treatment to both companies, as
      prescribed by various federal and state tax provisions. We intend to structure
      any business combination so as to minimize the federal and state tax
      consequences to both us and the target entity; however, 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. A non-qualifying reorganization could result
      in the imposition of both federal and state taxes that may have an adverse
      effect on both parties to the transaction.





**Our
      business will have no revenue unless and until we merge with or acquire an
      operating business.**




We
      are a
      development stage company and have had no revenue from operations. We may not
      realize any revenue unless and until we successfully merge with or acquire
      an
      operating business.




7





**The
      Company intends to issue more shares in a merger or acquisition, which will
      result in substantial dilution.**




Our
      Certificate of Incorporation authorizes the issuance of a maximum of
      100,000,000 shares of common stock and a maximum of 5,000,000 shares of
      preferred stock. Any merger or acquisition effected by us may result in the
      issuance of additional securities without stockholder approval and may result
      in
      substantial dilution in the percentage of our common stock held by our then
      existing stockholders. Moreover, the common stock issued in any such merger
      or
      acquisition transaction may be valued on an arbitrary or non-arm’s-length basis
      by our management, resulting in an additional reduction in the percentage of
      common stock held by our then existing stockholders. Our Board of Directors
      has
      the power to issue any or all of such authorized but unissued shares without
      stockholder approval. To the extent that additional shares of common stock
      or
      preferred stock are issued in connection with a business combination or
      otherwise, dilution to the interests of our stockholders will occur and the
      rights of the holders of common stock might be materially and adversely
      affected.





**Our
      principal stockholders may engage in a transaction to cause the Company to
      repurchase their shares of common stock.**




In
      order
      to provide an interest in the Company to a third party, our principal
      stockholders may choose to cause the Company to sell Company securities to
      third
      parties, with the proceeds of such sale being utilized by the Company to
      repurchase shares of common stock held by the stockholders. As a result of
      such
      transaction, our management, principal stockholders and Board of Directors
      may
      change.





**The
      Company has conducted limited market research of business opportunities, which
      may affect our ability to identify a business to merge with or acquire.**




The
      Company has conducted limited market research concerning prospective business
      opportunities. Therefore, we have no assurances that market demand exists for
      a
      merger or acquisition as contemplated by us. Our management has not identified
      any specific business combination or other transactions for formal evaluation
      by
      us, such that it may be expected that any such target business or transaction
      will present such a level of risk that conventional private or public offerings
      of securities or conventional bank financing will not be available. There is
      no
      assurance that we will be able to acquire a business opportunity on terms
      favorable to us. Decisions as to
      which
      business opportunity to participate in will be unilaterally made by our
      management, which may act without the consent, vote or approval of our
      stockholders.





**Because
      we may seek to complete a business combination through a “reverse merger”,
      following such a transaction we may not be able to attract the attention of
      major brokerage firms.**




Additional
      risks may exist since we will assist a privately held business to become public
      through a “reverse merger.” Securities analysts of major brokerage firms may not
      provide coverage of our Company since there is no incentive to brokerage firms
      to recommend the purchase of our common stock. No assurance can be given that
      brokerage firms will want to conduct any secondary offerings on behalf of our
      post-merger company in the future.




**We
      cannot assure you that following a business combination with an operating
      business, our common stock will be listed on NASDAQ or any other securities
      exchange.**




Following
      a business combination, we may seek the listing of our common stock on NASDAQ
      or
      the American Stock Exchange. However, we cannot assure you that following such
      a
      transaction, we will be able to meet the initial listing standards of either
      of
      those or any other stock exchange, or that we will be able to maintain a listing
      of our common stock on either of those or any other stock exchange. After
      completing a business combination, until our common stock is listed on the
      NASDAQ or another stock exchange, we expect that our common stock would be
      eligible to trade on the OTC Bulletin Board, another over-the-counter quotation
      system, or on the “pink sheets,” where our stockholders may find it more
      difficult to dispose of shares or obtain accurate quotations as to the market
      value of our common stock. In addition, we would be subject to an SEC rule
      that,
      if it failed to meet the criteria set forth in such rule, imposes various
      practice requirements on broker-dealers who sell securities governed by the
      rule
      to persons other than established customers and accredited investors.
      Consequently, such rule may deter broker-dealers from recommending or selling
      our common stock, which may further affect its liquidity. This would also make
      it more difficult for us to raise additional capital following a business
      combination.




8




**Authorization
      of preferred stock.**





Our
      Certificate of Incorporation authorizes the issuance of up to 5,000,000 shares
      of preferred stock with designations, rights and preferences determined from
      time to time by its Board of Directors. Accordingly, our Board of Directors
      is
      empowered, without stockholder approval, to issue preferred stock with dividend,
      liquidation, conversion, voting, or other rights which could adversely affect
      the voting power or other rights of the holders of the common stock. In the
      event of issuance, the preferred stock could be utilized, under certain
      circumstances, as a method of discouraging, delaying or preventing a change
      in
      control of the Company. Although we have no present intention to issue any
      shares of its authorized preferred stock, there can be no assurance that the
      Company will not do so in the future.





**This
      report on Form 10-KSB contains forward-looking statements and information
      relating to us, our industry and to other businesses.**





These
      forward-looking statements are based on the beliefs of our management, as well
      as assumptions made by and information currently available to our management.
      When used in this annual report, the words "estimate," "project," "believe,"
      "anticipate," "intend," "expect" and similar expressions are intended to
      identify forward-looking statements. These statements reflect our current views
      with respect to future events and are subject to risks and uncertainties that
      may cause our actual results to differ materially from those contemplated in
      our
      forward-looking statements. We caution you not to place undue reliance on these
      forward-looking statements, which speak only as of the date of this annual
      report. We do not undertake any obligation to publicly release any revisions
      to
      these forward-looking statements to reflect events or circumstances after the
      date of this annual report or to reflect the occurrence of unanticipated
      events.





**Item
      2. Description of Property.**





The
      Company neither rents nor owns any properties. The Company utilizes the office
      space and equipment of its management at no cost. Management estimates such
      amounts to be immaterial. The Company currently has no policy with respect
      to
      investments or interests in real estate, real estate mortgages or securities
      of,
      or interests in, persons primarily engaged in real estate
      activities.





**Item
      3. Legal Proceedings.**





Presently,
      there are not any material pending legal proceedings to which the Registrant
      is
      a party or as to which any of its property is subject, and no such proceedings
      are known to the Registrant to be threatened or contemplated against it.




9





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





None.





**PART
      II**





**Item
      5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases
      of
      Equity Securities.**





**Common
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares
      of common stock, par value $.001 per share (the “Common Stock”). The Common
      Stock is not listed on a publicly-traded market. As of March 28, 2007, there
      were six holders of record of the Common Stock.





**Preferred
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 5,000,000 shares
      of preferred stock, par value $.001 per share (the “Preferred Stock”). The
      Company has not yet issued any of its Preferred Stock.




**Dividend
      Policy**




The
      Company has not declared or paid any cash dividends on its Common Stock and
      does
      not intend to declare or pay any cash dividend in the foreseeable future. The
      payment of dividends, if any, is within the discretion of the Board of Directors
      and will depend on the Company’s earnings, if any, its capital requirements and
      financial condition and such other factors as the Board of Directors may
      consider.





**Securities
      Authorized for Issuance Under Equity Compensation Plans**




None.





**Recent
      Sales of Unregistered Securities**





On
      June
      19, 2006, the Registrant sold an aggregate of 1,000,000 shares of Common Stock
      to six investors (one of whom is the sole officer and director of the
      Registrant) at $0.05 per share, resulting in cash proceeds to the Company of
      $50,000. The Registrant sold these shares of Common Stock under the exemption
      from registration provided by Section 4(2) of the Securities Act.





All
      purchasers represented in writing that they acquired the securities for their
      own accounts. A legend was placed on the stock certificates stating that the
      securities have not been registered under the Securities Act and cannot be
      sold
      or otherwise transferred without an effective registration or an exemption
      therefrom, but may not be sold pursuant to the exemptions provided by Section
      4(1) of the Securities Act or Rule 144 under the Securities Act, in accordance
      with the letter from Richard K. Wulff, Chief
      of
      the Office of Small Business Policy of the Securities and Exchange Commission’s
      Division of Corporation Finance ,
      to Ken
      Worm of NASD Regulation, Inc., dated January 21, 2000.





**Transfer
      Agent**





The
      Company engaged Corporate Stock Transfer, Inc. as its stock transfer
      agent.




10




**Item
      6. Management’s Discussion and Analysis or Plan of
      Operation.**





The
      Company was 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 months and beyond such time will be to achieve long-term growth
      potential through a combination with a business rather than immediate,
      short-term earnings. The Company will not restrict our potential candidate
      target companies to any specific business, industry or geographical location
      and, thus, may acquire any type of business.





**Plan
      of Operation**





The
      Company currently does not engage in any business activities that provide cash
      flow. The costs of investigating and analyzing business combinations for the
      next 12 months and beyond such time will be paid with money in our treasury.





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




(i)  filing
      of
      Exchange Act reports, and




(ii)  costs
      relating to consummating an acquisition.





We
      believe we will be able to meet these costs through use of funds in our
      treasury, through deferral of fees by certain service providers and additional
      amounts, as necessary, to be loaned to or invested in us by our stockholders,
      management or other investors.





The
      Company 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.





Since
      we
      filed our Registration Statement on Form 10-SB, Kevin R. Keating, our sole
      officer and director, has had preliminary contact and discussions with
      representatives of other entities regarding a business combination with us,
      though no formal definitive agreement or letter of intent has been entered
      into.
      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.





The
      Company anticipates 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 and investors in a business, creating a means for
      providing incentive stock options or similar benefits to key employees, and
      offering greater flexibility in structuring acquisitions, joint ventures and
      the
      like through the issuance of stock. Potentially available business combinations
      may occur in many different industries and at various stages of development,
      all
      of which will make the task of comparative investigation and analysis of such
      business opportunities extremely difficult and complex.




11





**Results
      of Operations**





For
      the
      period from June 19, 2006 (Inception) to December 31, 2006 the Company had
      no
      activities that produced revenues from operations.





For
      the
      period from June 19, 2006 (Inception) to December 31, 2006, the Company had
      a
      net loss of $(40,717). During the period from June 19, 2006 (Inception) to
      December 31, 2006, the Company incurred $40,717 of general and administrative
      expenses, primarily comprised of professional fees paid to attorneys and
      accountants related to the initial filing of the Company’s Registration
      Statement on Form 10-SB and Quarterly Report on Form 10-QSB in November of
      2006.





**Liquidity
      and Capital Resources**





As
      of
      December 31, 2006, the Company had total assets of $11,451, comprised
      exclusively of cash and total liabilities of $2,168, comprised of accrued legal
      fees and accrued franchise taxes.





The
      following is a summary of the Company’s cash flows from operating, investing,
      and financing activities:


Year
                  Ended2006Operating
                  activities
              
              $
              (38,549
              )Investing
                  activities
              
              
              -Financing
                  activities
              
              $
              50,000Net
                  effect on cash
              
              $
              11,451




12




**Item
      7. Financial Statements.**




**Wentworth
      V, Inc.**


**(A
      Development Stage Company)**


**Index
      to Financial Statements**


**Page**Report
                  of Independent Registered Public Accounting Firm
              
              F-1Balance
                  Sheet as of December 31, 2006
              
              F-2Statement
                  of Operations for the Period from June 19, 2006 (Inception) to
                  December
                  31, 2006
              
              F-3Statement
                    of Changes in Stockholders’ Equity for the Period from June 19, 2006
                    (Inception) toDecember
                    31, 2006
              
              F-4Statement
                  of Cash Flows for the Period from June 19, 2006 (Inception) to
                  December
                  31, 2006
              
              F-5Notes
                  to Financial Statements
              
              F-6




13


**R** **EPORT
        OF** **I** **NDEPENDENT** **R** **EGISTERED** **P** **UBLIC** **A** **CCOUNTING** **F** **IRM**




To
      the
      Board of Directors


Wentworth
      V, Inc.


A
      Development Stage Company





We
      have
      audited the accompanying balance sheet of Wentworth V, Inc. (a development
      stage
      company) as of December 31, 2006 and the related statements of operations,
      changes in stockholders’ equity and cash flows for the period June 19, 2006
      (inception) through December 31, 2006. 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 audit.





We
      conducted our audit in accordance with standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit 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 audit provides 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 Wentworth V, Inc. (a development
      stage company) as of December 31, 2006 and the results of its operations and
      its
      cash flows for the period June 19, 2006 (inception) through December 31, 2006,
      in conformity with accounting principles generally accepted in the United States
      of America.





As
      discussed in Note 1, certain conditions indicate that the Company may be unable
      to continue as a going concern. The accompanying financial statements do not
      include any adjustments to the financial statements that might be necessary
      should the Company be unable to continue as a going concern.





/s/
      Raich
      Ende Malter & Co. LLP





**RAICH
      ENDE MALTER & CO. LLP**


East
      Meadow, New York


March
      19,
      2007





F-1




**Wentworth
      V, Inc.**


**(A
      Development Stage Company)**


**Balance
      Sheet**


**December
                  31,****2006****Assets**Currents
                  assetsCash
              
              $
              11,451Total
                  current assets
              
              
              11,451Total
                  assets
              
              $
              11,451**Liabilities
                  and Stockholders' Equity**Current
                  liabilitiesAccrued
                  expenses
              
              $
              2,168Total
                  current liabilities
              
              
              2,168Stockholders'
                  EquityPreferred
                  stock, $0.001 par value; 5,000,000 shares authorized;no
                  shares issued and outstanding
              
              
              -Common
                  stock, $0.001 par value; 100,000,000 shares authorized;1,000,000
                  shares issued and outstanding
              
              
              1,000Additional
                  paid-in capital
              
              
              49,000Deficit
                  accumulated during the development stage
              
              
              (40,717
              )Total
                  stockholders' equity
              
              
              9,283Total
                  liabilities and stockholders' equity
              
              $
              11,451


The
      accompanying notes are an integral part of these financial
      statements.




F-2




**Wentworth
      V, Inc.**


**(A
      Development Stage Company)**


**Statement
      of Operations**


**For
                  the Period****From
                  June 19, 2006****(Inception)
                  to****December
                  31, 2006**Revenue
              
              $
              -Operating
                  expensesGeneral
                  and administrative
              
              
              40,717Total
                  operating expenses
              
              
              40,717Loss
                  from operations
              
              
              (40,717
              )Other
                  income (expense)
              
              
              -Net
                  loss
              
              $
              (40,717
              )Net
                  loss per share - basic and diluted
              
              $
              (0.04
              )Weighted
                  average number of shares ofoutstanding
                  - basic and diluted
              
              
              1,000,000




The
      accompanying notes are an integral part of these financial
      statements.




F-3




**Wentworth
      V, Inc.**


**(A
      Development Stage Company)**


**Statement
      of Changes in Stockholders’ Equity**


**For
      the Period From June 19, 2006 (Inception) to December 31,
      2006**


**Deficit****Accumulated****Additional**
              
              **during
                  the**
              
              **Total****Common
                  Stock**
              
              **Paid-In**
              
              **Development**
              
              **Stockholders'****Shares**
              
              **Amount**
              
              **Capital**
              
              **Stage**
              
              **Equity****Balances
                  at June 19, 2006 (Inception)**
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Issuance
                  of common stock on June 19, 2006at
                  $0.05 per share
              
              
              1,000,000
              
              
              1,000
              
              
              49,000
              
              
              -
              
              
              50,000Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (40,717
              )
              
              (40,717
              )**Balances
                  at December 31, 2006**
              
              
              1,000,000
              
              $
              1,000
              
              $
              49,000
              
              $
              (40,717
              )
              $
              9,283




The
      accompanying notes are an integral part of these financial
      statements.




F-4




**Wentworth
      V, Inc.**


**(A
      Development Stage Company)**


**Statement
      of Cash Flows**


**For
                  the Period****From
                  June 19, 2006****(Inception)
                  to****December
                  31, 2006****Cash
                  Flows From Operating Activities**Net
                  loss
              
              $
              (40,717
              )Adjustments
                  to reconcile net loss to net cash used inoperating
                  activities:Changes
                  in operating assets and liabilities:Accrued
                  expenses
              
              
              2,168Net
                  cash used in operating activities
              
              
              (38,549
              )**Cash
                  Flows From Financing Activities**Proceeds
                  from sale of common stock
              
              
              50,000Net
                  cash provided by financing activities
              
              
              50,000Net
                  increase in cash
              
              
              11,451Cash,
                  beginning of period
              
              
              -Cash,
                  end of period
              
              $
              11,451




The
      accompanying notes are an integral part of these financial
      statements.




F-5




**Wentworth
      V, Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**


**December
      31, 2006**




**1.**
            **Basis
                of Presentation, Organization and Going
                Concern**




Wentworth
      V, Inc. (the “Company”) was incorporated under the laws of the State of Delaware
      on June 19, 2006. The Company is a new enterprise in the development stage
      as
      defined by Statement of Financial Accounting Standards No. 7, Accounting and
      Reporting by Development Stage Enterprises (“SFAS No. 7”). The Company was
      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. The Company’s principal business objective for the
      next 12 months and beyond such time will be to achieve long-term growth
      potential through a combination with a business rather than immediate,
      short-term earnings. The Company will not restrict its potential candidate
      target companies to any specific business, industry or geographical location
      and, thus, may acquire any type of business.





Since
      its
      inception, the Company has generated no revenues and has incurred a net loss
      of
      $40,717. Since inception, the Company has been dependent upon the receipt of
      capital investment or other financing to fund its continuing activities. The
      Company has not identified any business combination and therefore, cannot
      ascertain with any degree of certainty the capital requirements for any
      particular transaction. In addition, the Company is dependent upon certain
      related parties to provide continued funding and capital resources. These
      factors indicate substantial doubt that the Company will be able to continue
      as
      a going concern. The accompanying financial statements have been presented
      on
      the basis of the continuation of the Company as a going concern and do not
      include any adjustments relating to the recoverability and classification of
      recorded asset amounts or the amounts and classification of liabilities that
      might be necessary should the Company be unable to continue as a going
      concern.





**2.**
            **Summary
                of Significant Accounting
                Policies**




**Use
      of Estimates**


The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities as well as
      the
      reported amounts of revenues and expenses. Actual results could differ from
      these estimates.





**Income
      Taxes**


The
      Company accounts for income taxes in accordance with Statement of Financial
      Accounting Standards No. 109, Accounting for Income Taxes (“SFAS No. 109”),
      which requires the recognition of deferred tax liabilities and assets at
      currently enacted tax rates for the expected future tax consequences of events
      that have been included in the financial statements or tax returns. A valuation
      allowance is recognized to reduce the net deferred tax asset to an amount that
      is more likely than not to be realized.





**Cash
      and Cash Equivalents**


Cash
      and
      cash equivalents, if any, include all highly liquid instruments with an original
      maturity of three months or less at the date of purchase.




F-6




**Wentworth
      V, Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**


**December
      31, 2006**




**Fair
      Value of Financial Instruments**


The
      Company's financial instruments include cash equivalents and
      accrued expenses .
      The
      carrying amounts of financial instruments approximate fair value due to their
      short maturities.





**Net
      Loss Per Share**


Basic
      loss per share (EPS) is calculated by dividing the loss available to common
      shareholders by the weighted average number of common shares outstanding for
      the
      period. Diluted EPS reflects the potential dilution that could occur if
      securities or other contracts to issue common stock were exercised or converted
      into common stock. The Company currently has no dilutive securities and as
      such,
      basic and diluted loss per share are the same for all periods
      presented.





**Comprehensive
      Loss**


Comprehensive
      loss is defined as all changes in stockholders’ equity, exclusive of
      transactions with owners, such as capital investments. Comprehensive loss
      includes net loss, changes in certain assets and liabilities that are reported
      directly in equity such as translation adjustments on investments in foreign
      subsidiaries and unrealized gains (losses) on available-for-sale securities.
      For
      the Period From Inception (June 19, 2006) to December 31, 2006, the Company’s
      comprehensive loss was the same as its net loss.





**Stock-Based
      Compensation**


At
      its
      inception, the Company adopted Statement of Financial Accounting Standards
      No.
      123(R), Share-Based Payment (“SFAS No. 123(R)”), using the modified prospective
      application transition method. Under this transition approach, the fair value
      method is used to recognize compensation cost for the unvested portion of awards
      granted, modified, or settled in fiscal years beginning the effective date,
      which remain unvested, as well as for new awards. Since its inception, the
      Company has not granted any stock-based compensation awards to its employees.
      As
      there were no unvested stock-based awards outstanding as of January 1, 2006,
      the
      adoption of SFAS 123(R) did not have an impact on the Company’s financial
      position or results of operations. There were no stock-based awards issued
      during the Period From Inception (June
      19, 2006) to December 31 ,
      2006.




**Recently
      Issued Accounting Pronouncements**


In
      June
      2006, the Financial Accounting Standards Board (“FASB”) issued Financial
      Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an
      Interpretation of SFAS No. 109 (“FIN 48”), which clarifies the accounting for
      uncertainty in income taxes recognized in an enterprise’s financial statements.
      FIN 48 prescribes a recognition threshold and measurement attribute for the
      financial statement recognition and measurement of tax positions taken or
      expected to be taken in a tax return. It also provides guidance on
      derecognition, classification, interest and penalties, accounting in interim
      periods, disclosure and transition. The requirements of FIN 48 are effective
      for
      the Company’s fiscal year beginning January 1, 2007.





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      No.  157,
      Fair
      Value Measurements (“SFAS 157”).  The purpose of SFAS 157 is to provide
      users of financial statements with better information about the extent to which
      fair value is
      used
      to measure
      recognized assets and liabilities, the inputs used to develop the measurements,
      and the effect of certain of the measuremen ts
      on
      earnings for the period. SFAS
      No.
      157 also provides guidance on the definition of fair value, the methods used
      to
      measure fair value, and the expanded disclosures about fair value measurements.
      This changes the definition of fair value to be the price that would be received
      to sell an asset or paid to transfer a liability, an exit price, as opposed
      to
      the price that would be paid to acquire the asset or received to assume the
      liability, an entry price.




F-7




**Wentworth
      V, Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**


**December
      31, 2006**




SFAS
      No.
      157 is effective for financial statements issued for fiscal years beginning
      after November 15, 2007, and interim periods with those fiscal years (e.g.,
      January 1, 2008, for calendar year-  end
      entities.)





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      No.
      158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement
      Plans  -
      an
      amendment of FASB Statements No. 87, 88, 106, and 132(R) (“SFAS 158”), which
      amends SFAS No. 87, 88, 106, and 132(R).  Post application of SFAS 158, an
      employer should continue to apply the provisions in Statements 87, 88, and
      106
      in measuring plan assets and benefit obligations as of the date of its statement
      of financial position and in determining the amount of net periodic benefit
      cost.  SFAS 158 requires amounts to be recognized as the funded status of a
      benefit plan, that is, the difference between plan assets at fair value and
      the
      benefit obligation.  SFAS 158 further requires recognition of gains/losses
      and prior service costs or credits not recognized pursuant to SFAS No. 87 or
      SFAS No. 106.  Additionally, the measurement date is to be the date of the
      employer’s fiscal year-end.  Lastly, SFAS 158 requires disclosure in the
      financial statements effects from delayed recognition of gains/losses, prior
      service costs or credits, and transition assets or obligations.  SFAS No.
      158 is effective for years ending after December 15, 2006 for employers with
      publicly traded equity securities and as of the end of the fiscal year ended
      after June 15, 2007 for employers without publicly traded equity
      securities.





The
      adoption of these new Statements is not expected to have a material effect
      on
      the Company’s current financial position, results of operations, or cash
      flows.




**3.**
            **Stockholders’
                Equity**




Pursuant
      to its certificate of incorporation, the Company is authorized to issue up
      to
      100,000,000 shares of common stock and 5,000,000 shares of preferred stock,
      each
      with a par value of $0.001 per share. At December 31, 2006, there were 1,000,000
      shares of common stock outstanding and no shares of preferred stock issued
      or
      outstanding.





In
      June
      of 2006, the Company issued 50,000 shares of common stock to Kevin R. Keating,
      the Company’s sole officer and director, for cash consideration of $0.05 per
      share, resulting in cash proceeds to the Company of $2,500.





In
      June
      of 2006, the Company issued 950,000 shares of common stock to five individuals,
      all of whom are considered related parties to the Company’s sole officer and
      director, for cash consideration of $0.05 per share, resulting in cash proceeds
      to the Company of $47,500.





**4.**
            **Related
                Party Transactions**




For
      the
      period from June 19, 2006 (Inception) to December 31, 2006, Vero Management,
      LLC
      (“Vero”) provided the Company with certain managerial and administrative support
      services at no charge. Such services were determined to be insignificant in
      2006. Kevin R. Keating, the Company’s sole officer and director, is also the
      manager of Vero.





F-8




**Wentworth
      V, Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**


**December
      31, 2006**




On
      January 1, 2007, the Company and Vero entered into an agreement whereby Vero
      will provide to the Company a broad range of managerial and administrative
      services for a fixed fee of $1,000 per month, due and payable on a quarterly
      basis, for an initial period of twelve months. At the end of the initial twelve
      month term, the agreement will continue to remain in effect until terminated
      in
      writing by either party.





**5.**
            **Income
                Taxes**




The
      tax
      effects of temporary differences that give rise to significant portions of
      the
      Company’s net deferred tax assets at December 31, 2006 are as
      follows:




**December
                  31,****2006****Assets**Capitalized
                  start-up expenses
              
              $
              6,108Gross
                  deferred tax asset
              
              
              6,108Valuation
                  allowance
              
              
              (6,108
              )Net
                  deferred tax asset
              
              $
              -




A
      full
      valuation allowance has been recorded against the Company’s deferred tax asset
      because, based on the weight of available evidence, it is more likely than
      not
      that such benefits will not be realized.




The
      benefit from income taxes differs from the amount computed by applying the
      U.S.
      federal income tax rate of 15% to loss before income taxes as follows for the
      year ended December 31, 2006:


**December
                  31,****2006**U.S.
                  federal income tax benefit at statutory rate
              
              $
              (6,108
              )Change
                  in valuation allowance
              
              
              6,108Benefit
                  from income taxes
              
              $
              -


F-9




**Item
      8. Changes in and Disagreements with Accountants on Accounting and Financial
      Disclosure.**





None.




**Item
      8A. Controls and Procedures.**





The
      Company’s management is responsible for establishing and maintaining a system of
      disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
      under the Exchange Act) that is designed to ensure that information required
      to
      be disclosed by the Company in the reports that the Company files or submits
      under the Exchange Act is recorded, processed, summarized and reported, within
      the time periods specified in the SEC’s rules and forms. Disclosure controls and
      procedures include, without limitation, controls and procedures designed to
      ensure that information required to be disclosed by an issuer in the reports
      that it files or submits under the Exchange Act is accumulated and communicated
      to the issuer’s management, including its principal executive officer or
      officers and principal financial officer or officers, or persons performing
      similar functions, as appropriate to allow timely decisions regarding required
      disclosure.





There
      have been no significant changes to the Company’s internal controls over
      financial reporting that occurred during our last fiscal quarter of the year
      ended December 31, 2006, that materially affected, or were reasonably likely
      to
      materially affect, our internal controls over financial reporting. This annual
      report does not include a report of management’s assessment regarding internal
      control over financial reporting or an attestation report of the Company’s
      registered public accounting firm due to a transition period established by
      rules of the SEC for newly public companies.





**Item
      8B. Other Information.**





None.





**PART
      III**





**Item
      9. Directors and Executive Officers of the Registrant.**





(a)
      Identification of Directors and Executive Officers. The following table sets
      forth certain information regarding the Company’s sole director and executive
      officer for the fiscal year ended December 31, 2006:





**Name**
            
            **Age**
            
            **Position**
            
            **Term**Kevin
                R. Keating
            
            66
            
            President,
                Secretary Director
            
            June
                19, 2006 thru Present




**Kevin
      R. Keating, President, Secretary and Director.** Kevin R.
      Keating has served as President, Secretary and director of the Company since
      its
      inception. Mr. Keating is the Managing Member of Vero Management,
      LLC, which provides managerial, administrative, and financial consulting
      services for micro-cap public companies.  For more than 40 years he has
      been engaged in various aspects of the investment business.  Mr.
      Keating began his Wall Street career with the First Boston Corporation in
      New York in 1965.  From 1967 through 1974, he
      was employed by several institutional research boutiques
      where he functioned as Vice President Institutional Equity Sales. From 1974
      until 1982, Mr. Keating was the President and Chief Executive Officer of
      Douglas Stewart, Inc., a New York Stock Exchange member firm. From 1982 through
      2006, he was associated with a variety of securities firms as a registered
      representative servicing the investment needs of high net worth
      individual investors.




14




Additionally,
      Mr. Keating currently serves as director of the following companies: Catalyst
      Lighting Group, 99 Cent Stuff, Inc., Blue Holdings, Inc., People’s Liberation,
      Inc. and DigitalFX International, Inc. Also, he is the sole officer and director
      of Wentworth II, Inc. and Wentworth IV, Inc., both of which are
      publicly-reporting, non-trading, blank check, shell companies





The
      Company’s officers and directors are elected annually for a one year term or
      until their respective successors are duly elected and qualified or until their
      earlier resignation or removal.





(b)
      Significant Employees.





As
      of the
      date hereof, the Company has no significant employees.




(c)
      Family Relationships.




At
      present, we contemplate that at least one of the finders of business
      combinations for the Company will be Keating Investments, LLC, a Delaware
      limited liability company and an SEC Registered Investment Advisor. Timothy
      J.
      Keating, who currently owns 50% of our issued and outstanding Common Stock
      and
      is also the son of Kevin R. Keating, our President, is the Managing Member
      of,
      and holds approximately a 60% interest in, Keating Investments, LLC. Michael
      J.
      Keating, a stockholder of the Company, is the son of Kevin R. Keating and the
      brother of Timothy J. Keating.




(d)
      Involvement in Certain Legal Proceedings.




There
      have been no events under any bankruptcy act, no criminal proceedings and no
      judgments, injunctions, orders or decrees material to the evaluation of the
      ability and integrity of any director, executive officer, promoter or control
      person of Registrant during the past five years.





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





Section 16(a)
      of the Exchange Act requires the Company’s directors and officers, and persons
      who beneficially own more than 10% of a registered class of the Company’s equity
      securities, to file reports of beneficial ownership and changes in beneficial
      ownership of the Company’s securities with the SEC on Forms 3, 4 and 5.
      Officers, directors and greater than 10% stockholders are required by SEC
      regulation to furnish the Company with copies of all Section 16(a) forms
      they file.





Based
      solely on the Company’s review of the copies of the forms received by it during
      the fiscal year ended December 31, 2006 and written representations that no
      other reports were required, the Company believes that no person who, at any
      time during such fiscal year, was a director, officer or beneficial owner of
      more than 10% of the Company’s common stock failed to comply with all
      Section 16(a) filing requirements during such fiscal years.





**Code
      of Ethics**





We
      have
      not adopted a Code of Business Conduct and Ethics that applies to our principal
      executive officer, principal financial officer, principal accounting officer
      or
      controller, or persons performing similar functions in that our sole officer
      serves in these capacities.





**Nominating
      Committee**





We
      have
      not adopted any procedures by which security holders may recommend nominees
      to
      our Board of Directors.




15




**Audit
      Committee**





The
      Board
      of Directors acts as the audit committee. The Company does not have a qualified
      financial expert at this time because it has not been able to hire a qualified
      candidate. Further, the Company believes that it has inadequate financial
      resources at this time to hire such an expert. The Company intends to continue
      to search for a qualified individual for hire.





**Item
      10. Executive Compensation.**





The
      following table sets forth the cash compensation paid by the Company to its
      President and all other executive officers who earned annual compensation
      exceeding $100,000 for services rendered during the fiscal year ended December
      31, 2006.





Name
                and Position
            
            Year
            
            Total
                CompensationKevin
                R. Keating, President, Secretary and Director
            
            2006
            
            None





**Director
      Compensation**





We
      do not
      currently pay any cash fees to our d irectors,
      nor do we pay directors’ expenses in attending board meetings.





**Employment
      Agreements**





The
      Company is not a party to any employment agreements.





**Item
      11. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.**





The
      following tables set forth certain information as of March 28, 2007 regarding
      (i) each person known by the Company to be the beneficial owner of more than
      5%
      of the outstanding shares of Common Stock, (ii) each director, nominee and
      executive officer of the Company and (iii) all officers and directors as a
      group.




Name
                and Address
            
            Amount
                and Nature ofBeneficial
                Ownership
            
            Percentage
              of
                ClassKevin
                R. Keating (1)
              936A
                Beachland Boulevard, Suite 13
              Vero
                Beach, FL 32963
            
            
            50,000
            
            
            5%Timothy
                J. Keating (2)
              5251
                DTC Parkway, Suite 1090
              Greenwood
                Village, CO 80111
            
            
            500,000
            
            
            50%Luca
                Toscani
              5251
                DTC Parkway, Suite 1090
              Greenwood
                Village, CO 80111
            
            
            300,000
            
            
            30%Margie
                L. Blackwell
              5251
                DTC Parkway, Suite 1090
              Greenwood
                Village, CO 80111
            
            
            50,000
            
            
            5%Kyle
                L. Rogers
              5251
                DTC Parkway, Suite 1090
              Greenwood
                Village, CO 80111
            
            
            50,000
            
            
            5%Michael
                J. Keating (3)
              5251
                DTC Parkway, Suite 1090
              Greenwood
                Village, CO 80111
            
            
            50,000
            
            
            5%All
                Directors and Officers as a Group
              (1
                individual)
            
            
            50,000
            
            
            5%







(1)
            Kevin
                R. Keating is the President, Secretary and sole director of the
                Company.




16


(2)
            Timothy
                J. Keating is the son of Kevin R. Keating and the brother of Michael
                J.
                Keating.


(3)
            Michael
                J. Keating is the son of Kevin R. Keating and the brother of Timothy
                J.
                Keating.





**Item
      12. Certain Relationships and Related Transactions.**





Except
      as
      otherwise indicated herein, there have been no related party transactions,
      or
      any other transactions or relationships required to be disclosed pursuant to
      Item 404 of Regulation S-B.





**Item
      13. Exhibits.**





Index
      to
      Exhibits


Exhibit
              
              Description
 *3.1
              
              Certificate
                  of Incorporation*3.2
              
              By-laws31.1
              
              Certification
                  of the Company’s Principal Executive Officer and Principal Financial
                  Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
                  with
                  respect to the registrant’s Annual Report on Form 10-KSB for the year
                  ended December 31, 2006.32.1
              
              Certification
                  of the Company’s Principal Executive Officer and Principal Financial
                  Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
                  to Section
                  906 of the Sarbanes Oxley Act of
                  2002.




*
            Filed
                as an exhibit to the Company's registration statement on Form 10-SB,
                as
                filed with the Securities and Exchange Commission on August 17, 2006,
                and
                incorporated herein by this
                reference.





**Item
      14. Principal Accountant Fees and Services**





Raich
      Ende Malter & Co. LLP (“Raich Ende”) is the Company's independent registered
      public accounting firm.





17




**Audit
      Fees**





The
      aggregate fees billed by Raich Ende for professional services rendered for
      the
      audit of our annual financial statements and review of financial statements
      included in our quarterly reports on Form 10-QSB or services that are normally
      provided in connection with statutory and regulatory filings were $16,500 for
      fiscal year ended December 31, 2006.





**Audit-Related
      Fees**





There
      were no fees billed by Raich Ende for assurance and related services that
      are
      reasonably related
      to the performance of the audit or review of the Company’s financial statements
      for the fiscal year ended December 31, 2006.





**Tax
      Fees**





The
      aggregate fees billed by Raich Ende for professional services for tax
      compliance, tax advice, and tax planning were $500 for the fiscal year ended
      December 31, 2006.





**All
      Other Fees**





There
      were no fees billed by Raich Ende for other products and services for the fiscal
      year ended December 31, 2006.




18





**SIGNATURES**





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




**WENTWORTH
              V, INC.**Dated:
              March 28, 2007
            By:
            /s/
              Kevin R. KeatingName:
              Kevin R. KeatingTitle:
              President, Secretary and Director




19