**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, 2005





**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 000-51474*







**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.)1900
                Avenue of the Stars, Suite 310Los
                Angeles, CA
            90067(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








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





Indicate
      by check mark if there is no disclosure of delinquent filers in response to
      Item
      405 of Regulation S-K (§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-K. o





Indicate
      by check mark whether the registrant is an accelerated filer (as defined in
      Rule
      12b-2 of the Act). Yes
o No
x.





As
      of
      March 8, 2006, there were 2,700,000 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 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, 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.









**PART
      I**





**Item
      1. Business.**





**Introduction**





SRKP
      5,
      Inc. (“we”, “us”, “our”, the “Company” or the “Registrant”) was incorporated in
      the State of Delaware on May 24, 2005 and maintains principal offices at 1900
      Avenue of the Stars, Suite 310, Los Angeles, CA 90067. 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
      and since the effectiveness of its registration statement on Form 10-SB/A has
      begun efforts in consummating a business combination.





The
      Company, based on proposed business activities, is a "blank check" company.
      The
      Securities and Exchange Commission (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 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
      Securities Exchange Act of 1934, as amended (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.





**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.




**Employees**
 
 The
        Company currently has no employees.
 
 1


**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. Further, our management's own pecuniary interest may at some
      point compromise its fiduciary duty to our stockholders. In addition, our
      officers and directors are currently involved with other blank check companies
      and conflicts in the pursuit of business combinations with such other blank
      check companies with which they and other members of our management are, and
      may
      in the future be, affiliated with may arise. If we and the other blank check
      companies that our officers and directors are affiliated with desire to take
      advantage of the same opportunity, then those officers and directors that are
      affiliated with both companies would abstain from voting upon the opportunity.
      In the event of identical officers and directors, the officers and directors
      will arbitrarily determine the company that will be entitled to proceed with
      the
      proposed transaction. Further, WestPark Capital, Inc., 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, Inc. We cannot assure you that conflicts of interest among
      us, WestPark Capital and our stockholders will not develop.





**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 continue as a going concern and 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.**





We
      are in
      a
      highly competitive market for a small number of business opportunities which
      could reduce the likelihood of consummating a successful business combination.
      We will 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.





2


**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 an
      identified business opportunity. W e
      cannot
      assure you that we will be successful in locating candidates with established
      operating histories. In the event we complete a business combination with a
      privately held company, 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 and consummate a business combination.**




While
      seeking a business combination, management anticipates devoting no more than
      a
      few hours per week 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.





**The
      time and cost of preparing a private company to become a public reporting
      company may preclude us from entering into and consummating 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 will be subject to the reporting requirements under the Exchange Act,
      management believes we will not be subject to regulation under the Investment
      Company Act of 1940, as amended (the “Investment Company Act”), since we will
      not be 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 Securities and Exchange
      Commission as to our status under the Investment Company Act and, consequently,
      violation of the Investment Company Act could subject us to material adverse
      consequences.





3


**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 concern, 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.**




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 of 1933, as amended (the “Securities
      Act”) and any other applicable federal or state securities laws or regulations.
      These restrictions will limit the ability of our stockholders to liquidate
      their
      investment. Further, shares 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, Inc., dated January 21, 2000.





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





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





**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. 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
      adversely affected





4


**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 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 no market research or identification of business
      opportunities, which may affect our ability to identify a business to merge
      with
      or acquire.**





The
      Company has neither conducted nor have others made available to us results
      of
      market research concerning prospective business opportunities. Therefore, we
      have no assurances that market demand exists for a merger or acquisition as
      contemplated by us. 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.





5


**There
      is no public market for our common stock, nor have we ever paid dividends on
      our
      common stock.**





There
      is
      no public trading market for our common stock and none is expected to develop
      in
      the foreseeable future unless and until the Company completes a business
      combination with an operating business and such business files a registration
      statement under the Securities Act. Additionally, 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.





**Authorization
      of Preferred Stock.**





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 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.





**Control
      by management**





Management
      currently owns approximately 48% of all the issued and outstanding capital
      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 or control 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 over our management and
      affairs and
      other
      stockholders of the Company possess no practical ability to remove management
      or
      effect the operations of the business of the Company. Accordingly, this concentration of ownership by itself may have the effect
      of
      impeding a merger, consolidation, takeover or other business consolidation,
      or
      discouraging a potential acquiror from making a tender offer for the common
      stock.







6


**Item
      2.  Property.**





The
      Company neither rents nor owns any properties. 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.**





The
      Company is not party to any legal proceedings nor is it aware of any
      investigation, claim or demand made on the Company that may reasonably result
      in
      any legal proceedings.





**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 $.0001 per share, (the "Common Stock").
      The Common Stock is not listed on a publicly-traded market. As of the date
      hereof, there are five holders of record of the 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 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.





**Recent
      Sales of Unregistered Securities**





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





7


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.





**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 shall be to locate suitable
      acquisition or merger candidates. The Company may need additional cash advances
      from stockholders to pay for operating expenses until the Company consummates
      the merger with a privately-held company. Although it is currently anticipated
      that the Company can satisfy its cash requirements with additional cash
      advances, 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.





**Results
      of Operations**





The
      Company has not conducted any active operations since inception, except for
      its
      efforts to locate suitable acquisition or merger transactions. 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 consummate or effect an acquisition
      of, or merger with, an operating company, of which there can be no
      assurance.




8


**Item
      7.  Financial Statements.**









**INDEX
      TO FINANCIAL STATEMENTS**






**Page**Report
                of Independent Registered Public Accounting Firm
            F-2Financial
                Statements:Balance
                Sheet
            F-3Statement
                of Operations
            F-4Statement
                of Changes in Stockholders' Equity (Deficit)
            F-5Statement
                of Cash Flows
            F-6Notes
                to Financial Statements
            F-7




F-1


**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.**




**Los
      Angeles, California**







We
      have
      audited the accompanying balance sheet of SRKP 5, Inc. (a development stage
      company) as of December 31, 2005, and the related statements of operations,
      changes in stockholders' equity (deficit), and cash flows for the period from
      May 24, 2005 (inception) to December 31, 2005. 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 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. 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 SRKP 5, Inc. as of December 31,
      2005, and the results of its operations and its cash flows for the period from
      May 24, 2005 (inception) to December 31, 2005, in conformity with generally
      accepted accounting principles in the United States of America.





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




**AJ.
      ROBBINS, P.C.**


**CERTIFIED
      PUBLIC ACCOUNTANTS**





**Denver,
      Colorado**


**January
      19, 2006**





F-2


**SRKP
      5, INC.**


**(A
      Development Stage Company)**


**BALANCE
      SHEET**


**DECEMBER
      31, 2005**








**ASSETS**





**CURRENT
                  ASSETS:**Cash
            
            $
            4,609$
            4,609**LIABILITIES
                AND STOCKHOLDERS’ EQUITY (DEFICIT)****CURRENT
                LIABILITIES**Due
                to stockholders
            
            $
            12,500**COMMITMENTS
                AND CONTINGENCIES****STOCKHOLDERS’
                EQUITY (DEFICIT):**Preferred
                stock, $.0001 par value, 10,000,000 sharesauthorized,
                none issued
            
            
            ---Common
                stock, $.0001 par value, 100,000,000 sharesauthorized,
                2,700,000 shares
              issued
                andoutstanding
            
            
            270Additional
                paid-in capital
            
            
            24,730(Deficit)
                accumulated during development stage
            
            
            (32,891
            )Total
                Stockholders’ Equity (Deficit)
            
            
            (7,891
            )$
            4,609





**SEE
      ACCOMPANYING NOTES TO FINANCIAL STATEMENTS**




F-3


**SRKP
      5, INC.**


**(A
      Development Stage Company)**


**STATEMENT
      OF OPERATIONS**








**Cumulative****from****May
                24, **2005******(Inception)****To****December
                31, **2005******REVENUE**
            
            $
            ---**EXPENSES**
            
            
            32,891**NET
                (LOSS)**
            
            $
            (32,891
            )**NET
                (LOSS) PER COMMON SHARE - BASIC**
            
            $
            (.01
            )**WEIGHTED
                AVERAGE NUMBER OF COMMON****SHARES
                OUTSTANDING**
            
            
            2,700,000








**SEE
      ACCOMPANYING NOTES TO FINANCIAL STATEMENTS**


F-4





**SRKP
      5, INC.**


**(A
      Development Stage Company)**


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


**FOR
      THE PERIOD FROM MAY 24, 2005 (INCEPTION)**


**TO
      DECEMBER 31, 2005**










**(Deficit)****Accumulated****Additional**
            
            **During**
            
            **Total****Common
                Stock**
            
            **Paid-In**
            
            **Development**
            
            **Stockholders’****Shares**
            
            **Amount**
            
            **Capital**
            
            **Stage**
            
            **Equity
                Deficit)****Balances,
                May 24, 2005**
            
            
            ---
            
            $
            ---
            
            $
            ---
            
            $
            ---
            
            $
            ---Sale
                of common stock onMay
                26, 2005 at $.009
              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
            )







**SEE
      ACCOMPANYING NOTES TO FINANCIAL STATEMENTS**




F-5


**SRKP
      5, INC.**


**(A
      Development Stage Company)**


**STATEMENT
      OF CASH FLOWS**







**Cumulative****from****May
                24, 2005****(Inception)****To****December
                31, 2005****CASH
                FLOWS FROM (TO) OPERATING ACTIVITIES:**Net
                (loss)
            
            $
            (32,891
            )Net
                Cash (Used) by Operating Activities
            
            
            (32,891
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Common
                stock issued for cash
            
            
            25,000Advances
                from stockholders
            
            
            12,500Net
                Cash Provided by Financing Activities
            
            
            37,500**NET
                CHANGE IN CASH AND ENDING BALANCE**
            
            $
            4,609








**SEE
      ACCOMPANYING NOTES TO FINANCIAL STATEMENTS**




F-6


**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 not earned any revenues from operations to date.
      These
      conditions raise substantial doubt about its ability to continue as a going
      concern.





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





**Income
      Taxes**


The
      Company uses the liability method of accounting for income taxes pursuant to
      Statement of Financial Accounting Standards No. 109. Under this method, deferred
      income taxes are recorded to reflect the tax consequences in future years of
      temporary differences between the tax basis of the assets and liabilities and
      their financial amounts at year end.





For
      federal income tax purposes, substantially all expenses must be deferred until
      the Company commences business and then they may be written off over a 60-month
      period. These expenses will not be deducted for tax purposes and will represent
      a deferred tax asset. The Company will provide a valuation allowance in the
      full
      amount of the deferred tax asset since there is no assurance of future taxable
      income. Tax deductible losses can be carried forward for 20 years until
      utilized.





**Cash
      and Cash Equivalents**


Cash
      and
      cash equivalents consist primarily of cash in banks and highly liquid
      investments with original maturities of 90 days or less.





**Concentrations
      of Credit Risk**


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







F-7





**SRKP
      5, INC.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**







**NOTE
      1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**





**Earnings
      Per Common Share**


A
      basic
      earnings per common share is computed based upon the weighted average number
      of
      common shares outstanding during the period. Diluted earnings per share consists
      of the weighted average number of common shares outstanding plus the dilutive
      effects of options and warrants calculated using the treasury stock method.
      In
      loss periods, dilutive common equivalent shares are excluded as the effect
      would
      be anti-dilutive.





**Use
      of Estimates in the Preparation of Financial
      Statements**


The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities, the disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting periods.
      Actual results could differ from those estimates and assumptions.





**Recently
      Issued Accounting Pronouncements**


The
      Company has adopted all recently issued accounting pronouncements. The adoption
      of the accounting pronouncements is not anticipated to have a material effect
      on
      the operations of the Company.





**NOTE
      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.





**NOTE
      3 - RELATED PARTY TRANSACTIONS**




The
      Company neither owns nor leases any real or personal property. Most office
      services are provided without charge by the president. Such costs are immaterial
      to the financial statements and accordingly, have not been reflected
      therein.  The officers and directors of the Company are involved in other
      business activities and may, in the future, become involved in other business
      opportunities 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**





During
      the period certain stockholders advanced the Company $12,500 to pay for
      operating expenses. These funds have been advanced interest free 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.**





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 Commission’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.





In
      accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was
      completed under the supervision and with the participation of the Company’s
      management, including the Company’s principal executive officer and principal
      financial officer, of the effectiveness of the design and operation of the
      Company’s disclosure controls and procedures as of the end of the period covered
      by this Annual Report. Based on that evaluation, the Company’s management
      including the President, Principal Financial Officer and Secretary, concluded
      that the Company’s disclosure controls and procedures are effective, to provide
      reasonable assurance that information required to be disclosed in the Company’s
      reports filed or submitted under the Exchange Act is recorded, processed,
      summarized, and reported within the time periods specified in the Commission’s
      rules and forms. There have been no changes to the Company’s internal controls
      over financial reporting that occurred during our last fiscal quarter of the
      year ended December 31, 2005, that materially affected, or were reasonably
      likely to materially affect, our internal controls over financial
      reporting.





**Item
      8B.  Other Information.**





None.







9


**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 directors and executive
      officers for the fiscal years ended 2005:





**Name**
            **Age**
            **Position**
            **Term**Richard
                Rappaport
            45
            President
                and Director
            May
                26, 2005 thru PresentAnthony
                C. Pintsopoulos
            49
            Secretary,
                Chief Financial Officerand
                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 received a B.S. in 1981 from the University of
      California at Berkeley and a M.B.A. in 1986 from the University of California
      at
      Los Angeles.




**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 CFO and acting COO 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 CFO, 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. 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.




(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.




10


(e)
      The
      Board of Directors acts as the Audit Committee and the Board has no separate
      committees. 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.








**COMPLIANCE
      WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934**




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 of 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 period from May 24, 2005 (inception) to December 31, 2005 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, except
      to the following delinquent filings: (a) Form 3 filed by Anthony C. Pintsopoulos
      on November 7, 2005; (b) Form 3 filed by Richard Rappaport on November 9, 2005;
      and (c) Form 3 filed by Debbie Schwartzberg on January 12, 2006.




**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
      and
      director serves in all the above capacities.





**Item
      10.  Executive Compensation.**





The
      following table sets forth the cash compensation paid by the Company to its
      President and all other executive officers for services rendered during the
      fiscal year ended December 31, 2005.





Name
                and Position
            Year
            Other
                CompensationRichard
                Rappaport, President and Director
            2005
            NoneAnthony
                C. Pintsopoulos, Secretary, Chief Financial Officer and Director
            2005
            None





**Director
      Compensation**





We
      do not
      currently pay any cash fees to our directors, but we pay directors' expenses
      in
      attending board meetings. During the year ended December 31, 2005 no director
      expenses were reimbursed.





11


**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 8, 2006,
      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 10021
            1,039,500
            38.5%Richard
                Rappaport
              1900
                Avenue of the Stars, Suite 310
              Los
                Angeles, CA 90067
            1,039,500
            38.5%Tom
                Poletti
              1900
                Avenue of the Stars, Suite 310
              Los
                Angeles, CA 90067
            243,000
            9%Anthony
                C. Pintsopoulos
              1900
                Avenue of the Stars, Suite 310
              Los
                Angeles, CA 90067
            243,000
            9%Glenn
                Krinsky
              1900
                Avenue of the Stars, Suite 310
              Los
                Angeles, CA 90067
            135,000
            5%All
                Directors and Officers as a Group (2 individuals)
            1,282,500
            47.5%








**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.






12


**Item
      13.  Exhibits and Reports on Form 8-K.**





Index
      to
      Exhibits




Exhibit
              
              Description*3.1
              
              Certificate
                  of Incorporation*3.2
              
              By-laws31.1
              
              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, 200531.2
              
              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, 200532.1
              
              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/A,
                as
                filed with the Securities and Exchange Commission on August 29, 2005,
                and
                incorporated herein by this reference.(b)
              Reports
                on Form 8-KNone.


13


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





During
      the fiscal year ended December 31, 2005, we retained AJ. Robbins, PC to provide
      services as follows:




*2005
              Fees
            AmountAudit
                Fees
            $4,450Audit-Related
                Fees
            -Tax
                Fees
            -All
                Other Fees
            -




*
      We were
      formed in May 2005, therefore there is no information to report for fiscal
      2004.





**Pre-Approval
      Policy**





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


14


**SIGNATURES**





Pursuant
      to the requirements of 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.




**SRKP
                5,
                INC.**Date: 
March
                15, 2006
              By:
              /s/ Richard
                RappaportRichard RappaportPresident


Pursuant
      to the requirements of the Securities Exchange Act of 1934, this Report has
      been
      signed below by the following persons on behalf of Registrant and in the
      capacities and on the dates indicated.







Title
            Date/s/
              Anthony C.
              Pintsopoulos
            Secretary,
              Chief Financial Officer
            March
              14, 2006Anthony
              C. Pintsopoulos




15