**U.S.
      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 EXCHANGE ACT OF 1934**





For
      the
      fiscal year ended December 31, 2007





**o
      TRANSITION REPORT
      PURSUANT TO SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      transition period from ______________ to ______________





*Commission
      File Number 000-51474*








**SRKP
      5, Inc.**


(Exact
      name of registrant as specified in its charter)







Delaware
            
            20-2903252(State
                or other jurisdiction of
            
            (I.R.S.
                Employerincorporation
                or organization)
            
            Identification
                No.)4737
                North Ocean Drive, Suite 207Lauderdale
                by the Sea, FL
            
            33308(Address
                of principal executive offices)
            
            (zip
                code)




Registrant’s
      telephone number, including area code:


(310)
      203-2902










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




None.





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





Common
      Stock, $0.0001 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 issuer (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
      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 o.





The
      issuer’s revenues for fiscal year end December 31, 2007 were $0.





As
      of
      March 7, 2008, there were 3,857,150 shares of common stock, par value $.0001
      per
      share, outstanding, none of which were held by non-affiliates.





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




**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 SRKP 5, 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 particularly in view of the current state of our operations, the
      inclusion of such information should not be regarded as a statement by us or
      any
      other person that our objectives and plans will be achieved. Factors that could
      cause actual results to differ materially from those expressed or implied by
      such forward-looking statements include, but are not limited to, the factors
      set
      forth herein under the headings “Business,” “Plan of Operation” and “Risk
      Factors”. We undertake no obligation to revise or update publicly any
      forward-looking statements for any reason.










**PART
      I**





**Item
      1. Description of Business.**





**Introduction**





SRKP
      5,
      Inc. (“we”, “us”, “our” or the “Company”) was incorporated in the State of
      Delaware on May 24, 2005 and maintains its principal executive offices at 4737
      North Ocean Drive, Suite 207, Lauderdale by the Sea, FL 33308. The Company
      is
      also authorized to do business in the State of California. 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
      through the acquisition of, or merger with, an operating business. The Company
      filed a registration statement on Form 10-SB with the U.S. Securities and
      Exchange Commission (the “SEC”) on August 3, 2005, and since its effectiveness,
      the Company has focused its efforts to identify a possible business combination.





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 is also a “shell company,” defined in Rule
      12b-2 under the Exchange Act 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 an operating business. 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**





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.





**Employees**





We
      have
      no employees other than our management who devotes only a limited amount of
      time
      to our business.





3





**Risk
      Factors**




**You
      should carefully review and consider the following risks as well as all other
      information contained in this Annual Report on Form 10-KSB, including our
      financial statements and the notes to those statements. The following risks
      and
      uncertainties are not the only ones facing us. Additional risks and
      uncertainties of which we are currently unaware or which we believe are not
      material also could materially adversely affect our business, financial
      condition, results of operations, or cash flows. To the extent any of the
      information contained in this annual report constitutes forward-looking
      information, the risk factors set forth below are cautionary statements
      identifying important factors that could cause our actual results
      for various financial reporting periods to differ materially from those
      expressed in any forward-looking statements made by or on our behalf and could
      materially adversely effect our financial condition, results of operations
      or
      cash flows.**





***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 the Company. 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.





Further,
      WestPark Capital, Inc. (“WestPark Capital”), a registered broker-dealer, may act
      as investment banker, placement agent or financial consultant to the Company
      or
      an acquisition candidate in connection with a potential business combination
      transaction. Our officers and directors, Richard Rappaport and Anthony C.
      Pintsopoulos (who are also stockholders) are currently employed as Chief
      Executive Officer and Chief Financial Officer, respectively, of WestPark
      Capital. We cannot assure you that conflicts of interest among us, WestPark
      Capital and our stockholders will not develop.





***We
      have a limited operating history.***





We
      have a
      limited operating history and no revenues or earnings from operations since
      inception, and there is a risk that we will be unable to continue as a going
      concern and consummate a business combination. 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 merger
      or
      other business combination with a private company. This may result in our
      incurring a net operating loss that will increase unless we consummate a
      business combination with a profitable business. We cannot assure you that
      we
      can identify a suitable business opportunity and consummate a business
      combination, or that any such business will be profitable at the time of its
      acquisition by us or ever.





***We
      have incurred and may continue to incur losses.***





Since
      inception (May 24, 2005) through December 31, 2007, we have incurred a net
      loss
      of $(75,271).  We
      expect
      that we will incur losses at least until we complete a merger or other business
      combination with an operating business and perhaps after such a combination
      as
      well. There can be no assurance that we will complete a merger or other business
      combination with an operating business or that we will ever be profitable.




4




***We
      face a number of risks associated with potential
      acquisitions.***





We
      intend
      to use reasonable efforts to complete a merger or other business combination
      with an operating business. Such combination will be accompanied by risks
      commonly encountered in acquisitions, including, but not limited to,
      difficulties in integrating the operations, technologies, products and personnel
      of the acquired companies and insufficient revenues to offset increased expenses
      associated with acquisitions. Failure to manage and successfully integrate
      acquisitions we make could harm our business, our strategy and our operating
      results in a material way.




***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.





***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.





***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 officers have not entered into written
      employment agreements with us and are 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.





***There
      can be no assurance that the Company will successfully consummate a business
      combination.***





We
      can
      give no assurances 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.





***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.




5




***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.





***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.





***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 do not
      expect to realize any revenue unless and until we successfully merge with or
      acquire an operating business.





***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 expect to 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, par value $0.0001 per
      share
      (the “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.




6




***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 the 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.





***Our
      stockholders may have a minority interest in the Company following a merger
      or
      other business combination with an operating business.***





If
      we
      consummate a merger or business combination with a company with a value in
      excess of the value of our Company and issue shares of Common
      Stock to
      the
      stockholders of such company as consideration for merging with us, our
      stockholders would own less than 50% of the Company after the business
      combination. The stockholders of the acquired company would therefore be able
      to
      control the election of our board of directors (the “Board of Directors”) and
      control our Company.





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





Shares
      of
      our Common
      Stock are
      not
      registered under the securities laws of any state or other jurisdiction, and
      accordingly there is no public trading market for the 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 of 1933, as amended (the “Securities Act”). Therefore,
      outstanding shares of 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 Common
      Stock cannot
      be
      sold under the exemptions from registration provided by Rule 144 under or
      Section 4(1) of the Securities Act (“Rule 144”), 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 (the “Wulff Letter”). The Wulff
      Letter provides that certain private transfers of the shares of common stock
      also may be prohibited without registration under federal securities laws.
      The
      SEC changed certain aspects of the Wulff Letter and such changes apply
      retroactively to our stockholders. Since February 15, 2008, all holders of
      shares of common stock of a “shell company” have been permitted to sell their
      shares of common stock under Rule 144, subject to certain restrictions, starting
      one year after (i) the completion of a business combination with a private
      company in a reverse merger or reverse takeover transaction after which the
      company would cease to be a “shell company” (as defined in Rule 12b-2 under the
      Exchange Act) and (ii) the disclosure of certain information on a Current Report
      on Form 8-K within four business days thereafter.





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.




7




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





Since
      shares of our 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 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 .





In
      addition, the SEC has recently disclosed that it has developed internal informal
      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 if the issuer’s securities are listed on
      the Over-the-Counter Bulletin Board or on the Pink Sheets. The SEC has taken
      the
      position that these smaller issuers may not be able to rely on Rule 415 under
      the Securities Act (“Rule 415”), 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 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 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 10,000,000 shares of preferred stock, par value $.0001 per share
      (the
“Preferred Stock”). Any merger or acquisition effected by us may result in the
      issuance of additional securities without stockholder approval and the
      substantial dilution in the percentage of 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 current 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 stockholder will occur and the rights of the holder of Common Stock
      might
      be materially and adversely affected.





8




***Our
      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 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 their
      shares of Common Stock. As a result of such transaction, our management,
      stockholders and Board of Directors may change.





***Our
      Board of Directors has the power to issue shares of Preferred Stock with certain
      rights without stockholder approval.***





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 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 shares of 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 our authorized Preferred Stock, there can be no assurance that we
      will
      not do so in the future.





***Control
      by Management.***





Management
      currently votes approximately 63.25% of all the issued and outstanding common
      stock of the Company. Consequently, management has the ability to influence
      control of the operations of the Company and, acting together, will have the
      ability to influence substantially all matters submitted to stockholders for
      approval, including :





·
            Election
                of the board of directors;





·
            Removal
                of any directors;





·
            Amendment
                of the Company’s certificate of incorporation or bylaws;
                and





·
            Adoption
                of measures that could delay or prevent a change in control or impede
                a
                merger, takeover or other business
                combination.





These
      stockholders will thus have substantial influence and control over our
      management and affairs. Accordingly, this concentration of ownership may have
      the effect of impeding a merger, consolidation, takeover or other business
      consolidation, or discouraging a potential acquirer from making a tender offer
      for our c ommon
      stock .





**Item
      2. Description of Property.**





The
      Company neither rents nor owns any properties. The Company utilizes the office
      space and equipment of its officer and director 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 Company is
      a
      party or as to which any of its property is subject, and no such proceedings
      are
      known to the Company 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 Small Business
      Issuer Purchases of Equity Securities.**





**Common
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares
      of Common Stock. Our Common Stock is not listed on a publicly-traded market.
      As
      of March 7, 2008, there were six holders of record of our Common
      Stock.





**Preferred
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
      of Preferred Stock. The Company has not yet issued any of the Preferred Stock.





**Dividend
      Policy**





The
      Company has not declared or paid any cash dividends on 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.





**Redemption
      of Unregistered Securities**





On
      August
      3, 2007 the Company redeemed 243,000 shares of Common Stock from a stockholder
      for an aggregate purchase price equal to $2,250.00 (the “Redemption”), pursuant
      to the terms and conditions contained in that certain redemption agreement
      (the
“Redemption Agreement”). Upon consummation of the Redemption, the person was no
      longer a stockholder of the Company.  The description of the Redemption
      Agreement is a summary and is qualified in its entirety by the provisions of
      the
      Redemption Agreement,
      a copy of which is attached hereto as Exhibit
      10.4 .





**Recent
      Sales of Unregistered Securities**





The
      Company did not sell any equity securities that were not registered under the
      Securities Act during the quarter ended December 31, 2007.





On
      May
      26, 2005, the Company sold 2,700,000 shares of Common Stock to five accredited
      investors (two of whom are officers and directors of the Company), for aggregate
      cash consideration of $25,000. The Company sold these shares of Common Stock
      under the exemption from registration provided by Section 4(2) of the Securities
      Act.





On
      August
      3, 2007, the Company sold
      an
      aggregate of 1,400,150 shares
      of Common Stock to two accredited investors for aggregate proceeds equal to
      $12,954, pursuant to the terms and conditions contained in those certain common
      stock purchase agreements by and between the Company and the accredited
      investors, a copy of which is attached hereto as Exhibit
      10.1 and Exhibit
      10.2 ,
      respectively. As of the date hereof, the Company has 3,857,150 shares of Common
      Stock issued and outstanding. The Company sold these shares of Common Stock
      under the exemption from registration provided by Section 4(2) of the Securities
      Act and Regulation D promulgated thereunder.




10




On
      August
      3, 2007, the Company offered and sold to the Company’s existing stockholders
      (including the two new stockholders) warrants (the “Warrants”) to purchase an
      aggregate of 3,857,150 shares of Common Stock for aggregate proceeds equal
      to
      $17,858.60, pursuant to the terms and conditions set forth in those certain
      warrant purchase agreements (the “Warrant Purchase Agreements”). The Warrants
      have an exercise price equal to $0.01. The Warrants are immediately exercisable
      and terminate on the sixth anniversary of the date of issuance. The Company
      sold
      these Warrants under the exemption from registration provided by Section 4(2)
      of
      the Securities Act and Regulation D promulgated thereunder. A form of the
      Warrant Purchase Agreement and Warrant are attached hereto as Exhibit
      10.3 and Exhibit
      4.1 ,
      respectively.





No
      securities have been issued for services. Neither the Company nor any person
      acting on its behalf offered or sold the securities by means of any form of
      general solicitation or general advertising. No services were performed by
      any
      purchaser as consideration for the shares issued.





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





**Plan
      of Operation**





The
      Company has not realized any revenues from operations since inception, and
      its
      plan of operation for the next twelve months is to locate a suitable acquisition
      or merger candidate and consummate a business combination. The Company may
      need
      additional cash advances from its stockholder or loans from other parties to
      pay
      for operating expenses until the Company consummates a merger or business
      combination with a privately-held operating company. Although it is currently
      anticipated that the Company can satisfy its cash requirements with additional
      cash advances or loans from other parties, if needed, for at least the next
      twelve months, the Company can provide no assurance that it can continue to
      satisfy its cash requirements for such period.





Since
      our
      formation on May 24, 2005, our purpose has been to effect a business combination
      with an operating business which we believe has significant growth potential.
      We
      are currently considered to be a “blank check” company in as much as we have no
      specific business plans, no operations, revenues or employees. We currently
      have
      no definitive agreements or understanding with any prospective business
      combination candidates and have not targeted any business for investigation
      and
      evaluation nor are there any assurances that we will find a suitable business
      with which to combine. The implementation of our business objectives is wholly
      contingent upon a business combination and/or the successful sale of securities
      in the company.




As
      a
      result of our limited resources, we expect to effect only a single business
      combination. Accordingly, the prospects for our success will be entirely
      dependent upon the future performance of a single business. Unlike certain
      entities that have the resources to consummate several business combinations
      or
      entities operating in multiple industries or multiple segments of a single
      industry, we will not have the resources to diversify our operations or benefit
      from the possible spreading of risks or offsetting of losses. A target business
      may be dependent upon the development or market acceptance of a single or
      limited number of products, processes or services, in which case there will
      be
      an even higher risk that the target business will not prove to be commercially
      viable.





Our
      officers and directors are only required to devote a very limited portion of
      their time to our affairs on a part-time or as-needed basis. We expect to use
      outside consultants, advisors, attorneys and accountants as necessary, none
      of
      which will be hired on a retainer basis. We do not anticipate hiring any
      full-time employees so long as we are seeking and evaluating business
      opportunities.





We
      expect
      our present management to play no managerial role in the Company following
      a
      merger or business combination. Although we intend to scrutinize closely the
      management of a prospective target business in connection with our evaluation
      of
      a business combination with a target business, our assessment of management
      may
      be incorrect. We cannot assure you that we will find a suitable business with
      which to combine.




11




**Results
      of Operations**





The
      Company has not conducted any active operations since inception, except for
      its
      efforts to locate a suitable acquisition or merger transaction. No revenue
      has
      been generated by the Company during such period, and it is unlikely the Company
      will have any revenues unless it is able to effect an acquisition of or merger
      with another operating company, of which there can be no assurance.





**Off-Balance
      Sheet Arrangements**





The
      Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a
      current or future effect on the Company’s financial condition, changes in
      financial condition, revenues or expenses, results of operations, liquidity,
      capital expenditures or capital resources that is material to investors.





12




**Item
      7. Financial Statements.**





**SRKP
      5, INC.**


**A
      Development Stage Company**


**INDEX
      TO FINANCIAL STATEMENTS**





PageReport
                of Independent Registered Public Accounting Firm
            F-1Balance
                Sheet
            F-2Statements
                of Operations
            F-3Statement
                of Changes in Stockholders’ (Deficit)
            F-4Statements
                of Cash Flows
            F-5Notes
                to Financial Statements
            F-6










**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
      5, Inc.**


**Lauderdale
      by the Sea, FL**




We
      have
      audited the accompanying balance sheet of SRKP 5, Inc. (a development stage
      company) as of December 31, 2007, and the related statements of operations,
      changes in stockholders' equity (deficit), and cash flows for each of the years
      in the two year period then ended and for the period from May 24, 2005
      (inception) to December 31, 2007. 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 audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The Company is not required to
      have, nor were we engaged to perform, an audit of its internal control over
      financial reporting. Our audits included consideration of internal control
      over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purpose of expressing an
      opinion on the effectiveness of the company’s internal control over financial
      reporting. Accordingly, we express no such opinion. An audit also includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements, 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 5, Inc. as of December 31,
      2007, and the results of its operations and its cash flows for each of the
      years
      in the two year period then ended and for the periods from May 24, 2005
      (inception) to December 31, 2006 and 2007, in conformity with accounting
      principles generally accepted 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**





**/s/
      AJ. Robbins, P.C.**


**Denver,
      Colorado**


**January
      17, 2008**




F-1





**SRKP
      5, INC.**


**A
      Development Stage Company**


**BALANCE
      SHEET**





**December 31,****2007****ASSETS****CURRENT
                ASSETS:**Cash
            
            $
            5,791**LIABILITIES
                AND STOCKHOLDERS’ EQUITY (DEFICIT)****CURRENT
                LIABILITIES:**Due
                to Stockholders
            
            $
            27,500**COMMITMENTS
                AND CONTINGENCIES****STOCKHOLDERS’
                EQUITY (DEFICIT):**Preferred
                stock, $.0001 par value 10,000,000 shares authorized, none
                issued
            
            
            —Common
                  stock, $.0001 par value 100,000,000 shares authorized, 3,857,150
                  issued
                  and outstanding
            
            
            386Additional
                paid-in capital
            
            
            53,176(Deficit)
                accumulated during development stage
            
            
            (75,271
            )Total
                Stockholders’ Equity (Deficit)
            
            
            (21,709
            )$
            5,791




**SEE
      ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS.**




F-2




**SRKP
      5, INC.**


**A
      Development Stage Company**


**STATEMENTS
      OF OPERATIONS**




**For the Year**
              **Ended**
              **December 31,**
              **2007**
            
            **For the Year**
              **Ended**
              **December 31,**
              **2006**
            
            **Cumulative from**
              **May 24, 2005**
              **(Inception) to**
              **December 31, 2007****REVENUE**
            
            $
            —
            
            $
            —
            
            $
            —**EXPENSES**
            
            
            27,846
            
            
            14,534
            
            
            75,271**NET
                (LOSS)**
            
            $
            (27,846
            )
            $
            (14,534
            )
            $
            (75,271
            )**NET
                (LOSS) PER COMMON SHARE-BASIC**
            
            $
            (0.01
            )
            $
            (0.01
            )**WEIGHTED
                AVERAGE NUMBER OF COMMON SHARES OUTSTANDING**
            
            
            3,175,541
            
            
            2,700,000





**SEE
      ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS.**




F-3




**SRKP
      5, INC.**


**A
      Development Stage Company**


**STATEMENT
      OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)**




**Common Stock**
            
            **Additional Paid**
            
            **(Deficit)**
              **Accumulated**
              **During**
              **Development**
            
            **Total**
              **Stockholders’****Shares**
            
            **Amount**
            
            **in Capital**
            
            **Stage**
            
            **Equity (Deficit)****Balances,
                May 24, 2005 (Inception)**
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Sale
                of common stock on May 26, 2005 at $.009259 per share
            
            
            2,700,000
            
            
            270
            
            
            24,730
            
            
            -
            
            
            25,000Net
                (loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            (32,891
            )
            
            (32,891
            )**Balances,
                December 31, 2005**
            
            
            2,700,000
            
            
            270
            
            
            24,730
            
            
            (32,891
            )
            
            (7,891
            )Net
                (loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            (14,534
            )
            
            (14,534
            )**Balances,
                December 31, 2006**
            
            
            2,700,000
            
            
            270
            
            
            24,730
            
            
            (47,425
            )
            
            (22,425
            )Repurchase
                of common stock on August 3, 2007 for $.009259 per share
            
            
            (243,000
            )
            
            (24
            )
            
            (2,226
            )
            
            -
            
            
            (2,250
            )Sale
                of common stock on August 3, 2007 for $.009259 per share
            
            
            243,000
            
            
            24
            
            
            2,226
            
            
            -
            
            
            2,250Sale
                of common stock on August 3, 2007 for $.009259 per share
            
            
            1,157,150
            
            
            116
            
            
            10,588
            
            
            -
            
            
            10,704Sale
                of warrants to purchase common stock on August 3, 2007 for $.004559
                per
                warrant
            
            
            -
            
            
            -
            
            
            17,858
            
            
            -
            
            
            17,858Net
                (loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            (27,846
            )
            
            (27,846
            )**Balances,
                December 31, 2007**
            
            
            3,857,150
            
            $
            386
            
            $
            53,176
            
            $
            (75,271
            )
            $
            (21,709
            )





**SEE
      ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS.**




F-4





**SRKP
      5, INC.**


**A
      Development Stage Company**


**STATEMENTS
      OF CASH FLOWS**





**Cumulative from****For the Year**
            
            **For the Year**
            
            **May 24, 2005****Ended**
            
            **Ended**
            
            **(Inception) to****December 31,**
              **2007**
            
            **December 31,**
              **2006**
            
            **December 31,**
              **2007****CASH
                FLOWS FROM (TO) OPERATING ACTIVITIES:**Net
                (loss)
            
            $
            (27,846
            )
            $
            (14,534
            )
            $
            (75,271
            )Net
                Cash (Used In) Operating Activities
            
            
            (27,846
            )
            
            (14,534
            )
            
            (75,271
            )**CASH
                FLOWS FROM (TO) FINANCING ACTIVITIES:**Common
                stock issued for cash
            
            
            12,954
            
            
            -
            
            
            37,954Warrants
                issued for cash
            
            
            17,858
            
            
            -
            
            
            17,858Advances
                from Stockholders
            
            
            17,475
            
            
            15,000
            
            
            44,975Repurchase
                of common stock for cash
            
            
            (2,250
            )
            
            -
            
            
            (2,250
            )Repayment
                of Stockholders' advances
            
            
            (17,475
            )
            
            -
            
            
            (17,475
            )Net
                Cash Provided by Financing Activities
            
            
            28,562
            
            
            15,000
            
            
            81,062**NET
                INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS:**
            
            
            716
            
            
            466
            
            
            5,791**CASH
                AND CASH EQUIVALENTS, BEGINNING OF PERIOD**
            
            
            5,075
            
            
            4,609
            
            
            -**CASH
                AND CASH EQUIVALENTS, END OF PERIOD**
            
            $
            5,791
            
            $
            5,075
            
            $
            5,791





**SEE
      ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS.**




F-5




**SRKP
      5, INC.**


**A
      Development Stage Company**


**NOTES
      TO FINANCIAL STATEMENTS**





**NOTE
      1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





**History**


SRKP
      5,
      Inc. (the Company), a development stage company, was organized under the laws
      of
      the State of Delaware on May 24, 2005. The Company is in the development stage
      as defined in Financial Accounting Standards Board Statement No. 7. The fiscal
      year end is December 31.





**Going
      Concern and Plan of Operation**


The
      Company’s financial statements have been presented on the basis that it is a
      going concern, which contemplates the realization of assets and the satisfaction
      of liabilities in the normal course of business. The Company is in the
      development stage and has negative working capital, negative stockholders’
equity, 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 startup and organizational
      expenses must be deferred until the Company commences business.  The
      Company may elect a limited deduction of up to $5,000 in the taxable year in
      which the trade or business begins.  The $5,000 must be reduced by the
      amount of startup costs in excess of $50,000.  The remainder of the
      expenses not deductible must be amortized over a 180-month period beginning
      with
      the month in which the active trade or business begins.  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
      an
      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-6




**SRKP
      5, 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.





At
      December 31, 2007, the only potential dilutive securities
      were 3,857,150 common stock warrants.   Due to the net loss, none of
      the potentially dilutive securities were included in the calculation of diluted
      earnings per share since their 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, including those not yet effective, is not
      anticipated to have a material effect on the operations of the
      Company.





**NOTE
      2 - STOCKHOLDERS' EQUITY**





During
      May 2005, the Company sold for $25,000 cash 2,700,000 shares of its $.0001
      par
      value common stock to various investors.




In
      August
      2007, the Company redeemed and cancelled 243,000 shares of common stock from
      a
      shareholder for $2,250, and
      sold
      1,157,150 and
      243,000 shares of Common Stock to WestPark Capital Financial Services, LLC
      (WestPark) and a new shareholder, respectively. The Company sold such shares
      of
      Common Stock to WestPark Capital, an affiliate of its officers and directors,
      for an aggregate purchase price equal to $10,704. The new shareholder purchased
      his shares of Common Stock for an aggregate purchase price equal to
      $2,250.  As of December 31, 2007, the Company has 3,857,150 shares of
      Common Stock issued and outstanding.




In
      August
      2007, the Company offered and sold warrants (the “Warrants”) to the Company’s
      existing stockholders (including WestPark Capital and the new shareholder),
      to
      purchase an aggregate of 3,857,150 shares of Common Stock for aggregate proceeds
      equal to $17,858, pursuant to the terms and conditions set forth in that certain
      warrant purchase agreement (the “Warrant Purchase Agreement”).




F-7




**SRKP
      5, INC.**


**A
      Development Stage Company**


**NOTES
      TO FINANCIAL STATEMENTS**




**NOTE
      2 - STOCKHOLDERS' EQUITY (Continued)**





The
      Warrants have an exercise price equal to $0.01. The Warrants are immediately
      exercisable and terminate in August of 2013.





**NOTE
      3 - RELATED PARTY TRANSACTIONS**




The
      Company neither owns nor leases any real or personal property. Most office
      services are provided without charge by WestPark Capital.  The Company’s
      President is also the Chief Executive Officer of WestPark Capital. Such costs
      are immaterial to the financial statements. The officers and directors of the
      Company are involved in other business activities and may, in the future, become
      involved in other business opportunities that become available. Such persons
      may
      face a conflict in selecting between the Company and their other business
      interests. The Company has not formulated a policy for the resolution of such
      conflicts.





**NOTE
      4 - DUE TO STOCKHOLDERS**





Since
      inception certain stockholders have advanced the Company $44,975 to pay for
      operating expenses, of which, $17,475 has been repaid. These funds have been
      advanced interest free, are unsecured, and are due on demand.




F-8




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





None.





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





Evaluation
      of Disclosure Controls and Procedures.




We
        maintain disclosure controls and procedures that are designed to ensure that
        information required to be disclosed in our reports filed pursuant to the
        Exchange Act is recorded, processed, summarized and reported within the time
        periods specified in the SEC’s rules, regulations and related forms, and that
        such information is accumulated and communicated to our principal executive
        officer and principal financial officer, as appropriate, to allow timely
        decisions regarding required disclosure.





Our
      management is also responsible for establishing and maintaining adequate
      internal control over financial reporting. The Company’s internal control over
      financial reporting is designed to provide reasonable assurance regarding the
      reliability of financial reporting and the preparation of financial statements
      for external purposes in accordance with generally accepted accounting
      principles.





Our
      internal control over financial reporting includes those policies and procedures
      that:


·
            Pertain
                to the maintenance of records that, in reasonable detail, accurately
                and
                fairly reflect the transactions and dispositions of the assets of
                the
                Company;


·
            Provide
                reasonable assurance that transactions are recorded as necessary
                to permit
                preparation of financial statements in accordance with generally
                accepted
                accounting principles, and that our receipts and expenditures are
                being
                made only in accordance with authorizations of the Company’s management
                and directors; and


·
            Provide
                reasonable assurance regarding prevention or timely detection of
                unauthorized acquisition, use or disposition of our assets that could
                have
                a material effect on the financial
                statements.





As
      of
      December 31, 2007, we carried out an evaluation, under the supervision and
      with
      the participation of our principal executive officer and our principal financial
      officer of the effectiveness of the design and operation of our disclosure
      controls and procedures. Based on this evaluation, our principal executive
      officer and our principal financial officer concluded that our disclosure
      controls and procedures were effective as of the end of the period covered
      by
      this report.





Changes
      in Internal Controls.





There
      have been no changes in our internal controls over financial reporting during
      the period covered by this report that has materially affected or is reasonably
      likely to materially affect our internal controls. 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.




13





**PART
      III**





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





(a)
      Identification of Directors and Executive Officers. The following table sets
      forth certain information regarding the Company’s directors and executive
      officers for the fiscal year ended December 31, 2007:





**Name**
            
            **Age**
            
            **Position**
            
            **Term**Richard
                A. Rappaport
            
            48
            
            President
                and Director
            
            May
                26, 2005 thru PresentAnthony
                C. Pintsopoulos
            
            52
            
            Secretary,
                Chief Financial Officer and Director
            
            May
                26, 2005 thru Present





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.




**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 also serves as President and director of SRKP 2,
      Inc.,
      SRKP 3, Inc., SRKP 10, Inc., SRKP 12, Inc., SRKP 14, Inc., SRKP 15, Inc., SRKP
      16, Inc., SRKP 17, Inc., SRKP 18, Inc. and SRKP 19, Inc., all of which are
      publicly-reporting, blank check and non-trading shell companies. Mr. Rappaport
      received a B.S. in 1981 from the University of California at Berkeley and an
      M.B.A. in 1986 from the University of California at Los Angeles.




**Anthony
      C. Pintsopoulos** ,
      Chief
      Financial Officer, Secretary and a Director, is the President and Chief
      Financial Officer at WestPark Capital, Inc. Prior to joining WestPark Capital,
      Mr. Pintsopoulos was Chief Financial Officer and acting Chief Operating Officer
      at Joseph, Charles & Associates (JCA) a full service investment banking and
      securities brokerage firm. Prior to JCA, from 1983 to 1995, Mr. Pintsopoulos
      served as Chief Financial Officer, Treasurer and Board Member of Safety 1st,
      Inc., a manufacturer of juvenile products. He administered the company's IPO
      and
      Secondary Offerings. Preceding Safety 1st, Mr. Pintsopoulos worked at Coopers
      & Lybrand Boston, Massachusetts. Also he owned his own CPA Firm in
      Massachusetts before merging it into Vitale, Caturano & Co., PC (the largest
      CPA firm in New England, other than the Big 4). In his CPA business, he has
      worked with both public and private entities in all phases of business
      development. Mr. Pintsopoulos also serves as Chief Financial Officer, Secretary
      and director of SRKP 2, Inc., SRKP 3, Inc., SRKP 10, Inc., SRKP 12, Inc., SRKP
      14, Inc., SRKP 15, Inc., SRKP 16, Inc., SRKP 17, Inc., SRKP 18, Inc. and SRKP
      19, Inc., all of which are publicly-reporting, blank check and non-trading
      shell
      companies. He holds a Bachelor of Business Administration in Accounting from
      the
      University of Massachusetts, Amherst and holds NASD licenses 7, 24, and 63.
      He
      is a Certified Public Accountant, a member of the Massachusetts Society of
      Certified Public Accountants (MSCPA) and the American Institute of Certified
      Public Accountants (AICPA).




(b)
      Significant Employees.





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




(c)
      Family Relationships.





None.




14




(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 Company 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, 2007 and written representations that no
      other reports were required, the Company believes that the no persons who,
      at
      any time during such fiscal year, was a director, officer or beneficial owner
      of
      more than 10% of Common Stock failed to comply with all Section 16(a)
      filing requirements during such fiscal year.





**Code
      of Ethics**





On
      December 20, 2007, Company adopted a formal code of ethics statement for senior
      officers and directors (the “Code of Ethics”) that is designed to deter
      wrongdoing and to promote ethical conduct and full, fair, accurate, timely
      and
      understandable reports that the Company files or submits to the Securities
      and
      Exchange Commission and others.  A form of the Code of Ethics is attached
      hereto as Exhibit
      14.1 . Requests
      for copies of the Code of Ethics should be sent in writing to SRKP 5, Inc.,
      Attention: Secretary, 4737
      North Ocean Drive, Suite 207,  Lauderdale
      by the Sea, FL 33308.





**Nominating
      Committee**





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





**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 for services rendered during the fiscal year ended December 31, 2007.





Name
                and Position
            
            Year
            
            Total
                CompensationRichard
                A. Rappaport, President
            
            2007
              2006
            
            None
              None





**Director
      Compensation**





We
      do not
      currently pay any cash fees to our officers and directors, nor do we pay their
      expenses in attending board meetings.




15




**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 7, 2008, 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 of Beneficial Ownership
            
            Percentage of ClassDebbie
                Schwartzberg
              800
                5th Avenue
              New
                York, New York 10065
            
            
            2,079,000
            (1)
            
            42.6
            %Richard
                Rappaport (2)
              1900
                Avenue of the Stars, Suite 310
              Los
                Angeles, CA 90067
            
            
            2,079,000
            (3)
            
            42.6
            %Anthony
                C. Pintsopoulos (4)
              c/o
                SRKP 5, Inc.
              4737
                North Ocean Drive, Suite 207
              Lauderdale
                by the Sea, FL 33308
            
            
            486,000
            (5)
            
            11.9
            %Glenn
                Krinsky
              1900
                Avenue of the Stars, Suite 310
              Los
                Angeles, CA 90067
            
            
            270,000
            (6)
            
            6.8
            %WestPark
                Capital Financial Services, LLC (7)
              1900
                Avenue of the Stars, Suite 310
              Los
                Angeles, CA 90067
            
            
            2,314,300
            (8)
            
            46.2
            %Charles
                Frisco
              117
                Belmont Avenue
              Long
                Beach, CA 90803
            
            
            486,000
            (9)
            
            11.9
            %All
                Directors and Officers as a Group
              (2
                individuals)
            
            
            4,879,300
            
            
            77.5
            %





(1)
            Includes
                1,039,500 shares of Common Stock and a warrant to purchase 1,039,500
                shares of Common Stock.


(2)
            Richard
                A. Rappaport serves as President and Director of the
                Company.


(3)
            Includes
                1,039,500 shares of Common Stock and a warrant to purchase 1,039,500
                shares of Common Stock owned by Mr. Rappaport and all of the shares
                of
                Common Stock and warrants to purchase Common Stock owned WestPark
                LLC. Mr.
                Rappaport, as Chief Executive Officer (“CEO”) and Chairman of WestPark
                LLC, may be deemed the indirect beneficial owner of these securities
                since
                he has sole voting and investment control over the securities.


(4)
            Anthony
                C. Pintsopoulos serves as Secretary, Chief Financial Officer and
                Director
                of the Company.






16




(5)
            Includes
                243,000 shares of Common Stock and a warrant to purchase 243,000
                shares of
                Common Stock.


(6)
            Includes
                135,000 shares of Common Stock and a warrant to purchase 135,000
                shares of
                Common Stock.


(7)
            Mr.
                Rappaport serves as CEO and Chairman of WestPark
                LLC.


(8)
            Includes
                1,157,150 shares of Common Stock and a warrant to purchase 1,157,150
                shares of Common Stock.


(9)
            Includes
                243,000 shares of Common Stock and a warrant to purchase 243,000
                shares of
                Common Stock.





**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, as filed with the Delaware Secretary of State on
                May 24,
                2005.*3.2
            
            By-laws.**4.1
            
            Form
                of Warrant.**10.1
            
            Common
                Stock Purchase Agreement by and between the Company and accredited
                investor, dated August 3, 2007.**10.2
            
            Common
                Stock Purchase Agreement by and between the Company and accredited
                investor, dated August 3, 2007.**10.3
            
            Form
                of Warrant Purchase Agreement, dated August 3, 2007.**10.4
            
            Redemption
                Agreement by and between the Company and stockholder, dated August
                3,
                2007.14.1
            
            Corporate
                Code of Ethics and Conduct, adopted December 20, 2007.31.1
            
            Certification
                of the Company’s Principal Executive 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,
                2007.31.2
            
            Certification
                of the Company’s 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,
                2007.32.1
            
            Certification
                of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                of
                2002.32.2
            
            Certification
                of the Company’s 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 3, 2005,
              and
              incorporated herein by this reference.




17




**
            Filed
              as an exhibit to the Company’s Current Report on Form 8-K, as filed with
              the Securities and Exchange Commission on August 7, 2007, and incorporated
              herein by this reference.





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





AJ.
      Robbins, P.C. (“AJ. Robbins”) is the Company's independent registered public
      accounting firm.





**Audit
      Fees**





The
      aggregate fees billed by AJ. Robbins 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
      $9,540 **** for
      the
      fiscal year ended December 31, 2007 and $7,490 for the fiscal year ended
      December 31, 2006.





**Audit-Related
      Fees**





There
      were no fees **** billed
      by
      AJ. Robbins 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, 2007 and for the fiscal year ended
      December 31, 2006.





**Tax
      Fees**





There
      was
      $1,060 in fees billed by AJ. Robbins for professional services for tax
      compliance, tax advice, and tax planning for the fiscal year ended December
      31,
      2007 and **** $1,000 **** for
      the
      fiscal year ended December 31, 2006.





**All
      Other Fees**





There
      were no fees billed by AJ. Robbins for other products and services for the
      fiscal year ended December 31, 2007 and **** for
      the
      fiscal year ended December 31, 2006.





**Audit
      Committee’s Pre-Approval Process**





The
      Board
      of Directors acts as the audit committee of the Company, and accordingly, all
      services are approved by all the members of the Board of Directors.





18





**SIGNATURES**





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








**SRKP
                5, INC.**Dated:
                March 7, 2008
            By:
            /s/
                Richard A. RappaportRichard
                A. RappaportPresident
                and DirectorDated:
                March 7, 2008
            By:
            /s/
                Anthony C. PintsopoulosAnthony
                C. PintsopoulosSecretary,
                Chief Financial Officer and
                Director





19