U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-K





(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, 2008





 ̈ 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.)





4737
North Ocean Drive, Suite 207, Lauderdale by the Sea, FL 33308


(Address
of principal executive offices)





(310)
203-2902


(Registrant’s
telephone number, including area code)





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 registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act.  Yes  ̈  No x





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









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





Check 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
or any amendment to this Form 10-K.  ̈





Check
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company.  See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large
      Accelerated Filer  ̈
            Accelerated
      Filer                     ̈Non-accelerated
      Filer     ̈
            Smaller
      Reporting Company x(Do
      not check if a smaller reporting company.)





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





As of
December 31, 2008, there were no non-affiliate holders of common stock of the
Company.




APPLICABLE
ONLY TO CORPORATE REGISTRANTS





As of
February 18, 2009, there were 3,857,150 shares of common stock, par value
$.0001, outstanding.




2




FORWARD-LOOKING
STATEMENTS





Certain
statements made in this Annual Report on Form 10-K 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.





3




PART
I





Item
1. Description of Business.





SRKP 5,
Inc. (“we”, “us”, “our”, the "Company") was incorporated in the State of
Delaware on May 24, 2005. 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 business purpose of the Company
is to seek the acquisition of, or merger with, an existing
company.  The Company selected December 31 as its fiscal year
end.





The
Company is currently considered to be a "blank check" company. The U.S.
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 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." Under SEC Rule 12b-2 under the Exchange Act, the Company also
qualifies as a “shell company,” because it has no or nominal assets (other than
cash) and no or nominal operations.  Many states have enacted
statutes, rules and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. 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 it is subject to those requirements.





The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. The Company’s principal business objective
for the next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with a business rather than immediate,
short-term earnings. The Company will not restrict its potential candidate
target companies to any specific business, industry or geographical location
and, thus, may acquire any type of business.





The analysis of new business
opportunities will be undertaken by or under the supervision of Richard A.
Rappaport and Anthony C. Pintsopoulos, the officers and directors of the
Company.  As of this date the Company has not entered into any
definitive agreement with any party, nor have there been any specific
discussions with any potential business combination candidate regarding business
opportunities for the Company.  The Company has unrestricted
flexibility in seeking, analyzing and participating in potential business
opportunities. In its efforts to analyze potential acquisition targets, the
Company will consider the following kinds of factors:





(a)         Potential
for growth, indicated by new technology, anticipated market expansion or new
products;





(b)         Competitive
position as compared to other firms of similar size and experience within the
industry segment as well as within the industry as a whole;





(c)          Strength
and diversity of management, either in place or scheduled for
recruitment;





(d)          Capital
requirements and anticipated availability of required funds, to be provided by
the Company or from operations, through the sale of additional securities,
through joint ventures or similar arrangements or from other
sources;




4




(e)           The
cost of participation by the Company as compared to the perceived tangible and
intangible values and potentials;





(f)            The
extent to which the business opportunity can be advanced;





(g)           The
accessibility of required management expertise, personnel, raw materials,
services, professional assistance and other required items; and





(h)           Other
relevant factors.





In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially
available business opportunities may occur in many different industries, and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Due to the Company's limited capital available for investigation,
the Company may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.





FORM OF
ACQUISITION





The
manner in which the Company participates in an opportunity will depend upon the
nature of the opportunity, the respective needs and desires of the Company and
the promoters of the opportunity, and the relative negotiating strength of the
Company and such promoters.





It is
likely that the Company will acquire its participation in a business opportunity
through the issuance of common stock or other securities of the Company.
Although the terms of any such transaction cannot be predicted, it should be
noted that in certain circumstances the criteria for determining whether or not
an acquisition is a so-called "tax free" reorganization under Section 368(a)(1)
of the Internal Revenue Code of 1986, as amended (the "Code") depends upon
whether the owners of the acquired business own 80% or more of the voting stock
of the surviving entity. If a transaction were structured to take advantage of
these provisions rather than other "tax free" provisions provided under the
Code, all prior stockholders would in such circumstances retain 20% or less of
the total issued and outstanding shares of the surviving entity. Under other
circumstances, depending upon the relative negotiating strength of the parties,
prior stockholders may retain substantially less than 20% of the total issued
and outstanding shares of the surviving entity. This could result in substantial
additional dilution to the equity of those who were stockholders of the Company
prior to such reorganization.





The
present stockholders of the Company will likely not have control of a majority
of the voting securities of the Company following a reorganization transaction.
As part of such a transaction, all or a majority of the Company's directors may
resign and one or more new directors may be appointed without any vote by
stockholders.





In the
case of an acquisition, the transaction may be accomplished upon the sole
determination of management without any vote or approval by stockholders. In the
case of a statutory merger or consolidation directly involving the Company, it
will likely be necessary to call a stockholders' meeting and obtain the approval
of the holders of a majority of the outstanding securities. The necessity to
obtain such stockholder approval may result in delay and additional expense in
the consummation of any proposed transaction and will also give rise to certain
appraisal rights to dissenting stockholders. Most likely, management will seek
to structure any such transaction so as not to require stockholder
approval.




5




It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial cost for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs theretofore
incurred in the related investigation might not be recoverable. Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
to the Registrant of the related costs incurred.





We
presently have no employees apart from our management. Our officers and
directors are engaged in outside business activities and anticipate that they
will devote to our business very limited time until the acquisition of a
successful business opportunity has been identified. We expect no significant
changes in the number of our employees other than such changes, if any, incident
to a business combination.





Item 1A. Risk Factors.





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.





Item
1B.  Unresolved Staff Comments.





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.





Item
2. Description of Property.





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





Item
3. Legal Proceedings.





To the best knowledge of our officers
and directors, the Company is not a party to any legal proceeding or
litigation.





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, par value $.0001 per share (the “Common Stock”).  The
Common Stock is not listed on a publicly-traded market.  As of
February 18, 2009, there were 8 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, par value $.0001 per share (the “Preferred
Stock”).  The Company has not yet issued any of its preferred
stock.




6





Dividend
Policy





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





Securities
Authorized for Issuance under Equity Compensation Plans





The
Company does not have any equity compensation plans or any individual
compensation arrangements with respect to its common stock or preferred stock.
The issuance of any of our common or preferred stock is within the discretion of
our Board of Directors, which has the power to issue any or all of our
authorized but unissued shares without stockholder approval.





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, 2008.





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. 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.





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.  The Company sold these Warrants under the exemption from
registration provided by Section 4(2) of the Securities Act and Regulation D
promulgated thereunder.





No
securities have been issued for services. Neither the Registrant 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.





Issuer
Purchases of Equity Securities





None.





Item
6.  Selected Financial Data.





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.





7




Item
7.  Management’s Discussion and Analysis of Financial Condition and
Results of Operation.





The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. Our principal business objective for the
next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with a business rather than immediate,
short-term earnings. The Company will not restrict our potential candidate
target companies to any specific business, industry or geographical location
and, thus, may acquire any type of business.





The Company currently does not engage
in any business activities that provide cash flow.  During the next
twelve months we anticipate incurring costs related to:





(i)  
       filing Exchange Act reports,
and


(ii)         investigating,
analyzing and consummating an acquisition.





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





The Company may consider acquiring a
business which has recently commenced operations, is a developing company in
need of additional funds for expansion into new products or markets, is seeking
to develop a new product or service, or is an established business which may be
experiencing financial or operating difficulties and is in need of additional
capital. In the alternative, a business combination may involve the acquisition
of, or merger with, a company which does not need substantial additional capital
but which desires to establish a public trading market for its shares while
avoiding, among other things, the time delays, significant expense, and loss of
voting control which may occur in a public offering.





Any target business that is selected
may be a financially unstable company or an entity in its early stages of
development or growth, including entities without established records of sales
or earnings. In that event, we will be subject to numerous risks inherent in the
business and operations of financially unstable and early stage or potential
emerging growth companies. In addition, we may effect a business combination
with an entity in an industry characterized by a high level of risk, and,
although our management will endeavor to evaluate the risks inherent in a
particular target business, there can be no assurance that we will properly
ascertain or assess all significant risks.





The Company anticipates that the
selection of a business combination will be complex and extremely risky. Because
of general economic conditions, rapid technological advances being made in some
industries and shortages of available capital, our management believes that
there are numerous firms seeking even the limited additional capital which we
will have and/or the perceived benefits of becoming a publicly traded
corporation. Such perceived benefits of becoming a publicly traded corporation
include, among other things, facilitating or improving the terms on which
additional equity financing may be obtained, providing liquidity for the
principals of and investors in a business, creating a means for providing
incentive stock options or similar benefits to key employees, and offering
greater flexibility in structuring acquisitions, joint ventures and the like
through the issuance of stock. Potentially available business combinations may
occur in many different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.




8




We do not
currently intend to retain any entity to act as a “finder” to identify and
analyze the merits of potential target businesses.  However, if we do,
at present, we contemplate that at least one of the third parties who may
introduce business combinations to us may be WestPark Capital, Inc. (“WestPark
Capital”), a Colorado corporation and a registered broker-dealer. Richard A.
Rappaport, our President, director and one of our controlling stockholders,
indirectly holds a 100% interest in, and is the Chief Executive Officer of,
WestPark Capital, a FINRA member. Anthony C. Pintsopoulos, our Secretary, Chief
Financial Officer, director and one of our principal stockholders, is the
President and Chief Financial Officer of WestPark Capital.  Debbie
Schwartzberg, one of our principal stockholders, is a note holder of WestPark
Capital Financial Services, LLC (“WestPark LLC”), the parent company of WestPark
Capital; her note entitles her to a 1.5% interest in the net profits of WestPark
LLC, one of our principal stockholders.There is currently no
signed agreement or preliminary agreements or understandings between us and
WestPark Capital. Any finders fees paid to WestPark Capital will be comparable
with unaffiliated third party fees.





Liquidity
and Capital Resources





As of December 31, 2008, the Company
had assets equal to $21,864, comprised exclusively of cash.  This
compares with assets of $5,791, comprised exclusively of cash, as of December
31, 2007.  The Company’s current liabilities as of December 31, 2008
totaled $67,500, comprised exclusively of monies due to
stockholders.  This compares with liabilities of $27,500comprised exclusively of
monies due to stockholders, as of December 31, 2007.The Company can provide
no assurance that it can continue to satisfy its cash requirements for at least
the next twelve months.





The following is a summary of the
Company's cash flows provided by (used in) operating, investing, and financing
activities for the year ended December 31, 2008, for the period from May 24,
2005 (Inception) to December 31, 2007 and for the cumulative period from May 24,
2005 (Inception) to December 31, 2008.





Fiscal Year
                  Ended
                  December 31,
                  2008
                
                
                For the
                  Period from
                  May 24, 2005
                  (Inception) to
                  December 31,
                  2007
                
                
                For the
                  Cumulative
                  Period from
                  May 24, 2005
                  (Inception) to
                  December 31,
                  2008Net
      Cash (Used in) Operating Activities
                
                $
                (23,927
                )
                
                $
                (27,846
                )
                
                $
                (99,198
                )Net
      Cash (Used in) Investing Activities
                
                
                -
                
                
                
                -
                
                
                
                -Net
      Cash Provided by Financing Activities
                
                $
                40,000
                
                
                $
                28,562
                
                
                $
                121,062Net
      Increase in Cash and Cash Equivalents
                
                $
                16,073
                
                
                $
                716
                
                
                $
                21,864





The
Company has nominal assets and has generated no revenues since inception. The
Company is also dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of
seeking a combination with a private operating company. In addition, the Company
is dependent upon certain related parties to provide continued funding and
capital resources. If continued funding and capital resources are unavailable at
reasonable terms, the Company may not be able to implement its plan of
operations.





Results
of Operations





The
Company has not conducted any active operations since inception, except for its
efforts to locate suitable acquisition candidates. No revenue has been
generated by the Company from May 24, 2005 (Inception) to December 31,
2008.  It is unlikely the Company will have any revenues unless it is
able to effect an acquisition or merger with an operating company, of which
there can be no assurance.  It is management's assertion that these
circumstances may hinder the Company's ability to continue as a going
concern.  The Company’s plan of operation for the next twelve months shall
be to continue its efforts to locate suitable acquisition
candidates.





For the
fiscal year ended December 31, 2008, the Company had a net loss of $23,927,
consisting of legal, accounting, audit, and other professional service fees
incurred in relation to the filing of the Company’s Quarterly Report on Form
10-Q for the period ended September 30, 2008 in October of 2008, Quarterly
Report on Form 10-Q for the period ended June 30, 2008 in July of 2008,
Quarterly Report on Form 10-Q for the period ended March 31, 2008 in May of 2008
and Annual Report on Form 10-KSB for the year ended December 31, 2007 in March
of 2008.




9




For the
fiscal year ended December 31, 2007, the Company had a net loss of $27,846,
consisting of legal, accounting, audit, and other professional service fees
incurred in relation to the filing of the Company’s Quarterly Report on Form
10-QSB for the period ended September 30, 2007 in November of 2007, Quarterly
Report on Form 10-QSB for the period ended June 30, 2007 in August of 2007,
Quarterly Report on Form 10-QSB for the period ended March 31, 2007 in May of
2007 and Annual Report on Form 10-KSB for the year ended December 31, 2007 in
March of 2008.





For the
cumulative period from May 24, 2005 (Inception) to December 31, 2008, the
Company had a net loss of $99,198 comprised exclusively of legal, accounting,
audit, and other professional service fees incurred in relation to the formation
of the Company, the filing of the Company’s Registration Statement on Form 10-SB
in August of 2005, and Quarterly Report and Annual Reports on Form 10-Q (or Form
10-QSB) and Form 10-KSB, respectively.





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.





Contractual
Obligations





As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
this information.





Item
7A.  Quantitative and Qualitative Disclosures about Market
Risk.





As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
this information.





Item
8.  Financial Statements and Supplementary Data.





Audited financial statements begin on
the following page of this report.




10




SRKP
5, INC.


(A
Development Stage Company)




INDEX
TO FINANCIAL STATEMENTS




PageReport
      of Independent Registered Public Accounting Firm
                
                F-2Financial
      Statements:Balance
      Sheets
                
                F-3Statements
      of Operations
                
                F-4Statement
      of Changes in Stockholders' Equity (Deficit)
                
                F-5Statements
      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 of


SRKP
5, Inc.


Lauderdale
by the Sea, FL




We have
audited the accompanying balance sheets of SRKP 5, Inc.(a development stage
company) as of December 31, 2008 and 2007 and the related statements of
operations, changes in stockholders’ equity (deficit), and cash flows for the
years then ended, and for the period from inception (May 24, 2005) to December
31, 2008. SRKP 5, Inc.’s management is responsible for these financial
statements. 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,
2008 and 2007 and the results of its operations and its cash flows for the years
then ended, and for the period from inception (May 24, 2005) to December 31,
2008, 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.  Management’s plans regarding
these matters are also discussed in Note 1 to the financial
statements.  These 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
16, 2009





F-2




SRKP
5, INC.


(A
Development Stage Company)


BALANCE
SHEETS





December 31,
                                    
                                    
                                    December 31,2008
                                    
                                    
                                    2007ASSETSCURRENT
      ASSETS:Cash
                                    
                                    $
                                    21,864
                                    
                                    
                                    $
                                    5,791LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIES:Due
      to Stockholders
                                    
                                    $
                                    67,500
                                    
                                    
                                    $
                                    27,500COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      EQUITY (DEFICIT):Preferred
      stock, $.0001 par value10,000,000
      shares authorized, none issued
                                    
                                    
                                    —
                                    
                                    
                                    
                                    —Common
      stock, $.0001 par value100,000,000
      shares authorized, 3,857,150 issued andoutstanding,
      respectively
                                    
                                    
                                    386
                                    
                                    
                                    
                                    386Additional
      paid-in capital
                                    
                                    
                                    53,176
                                    
                                    
                                    
                                    53,176(Deficit)
      accumulated during development stage
                                    
                                    
                                    (99,198
                                    )
                                    
                                    
                                    (75,271
                                    )Total
      Stockholders' Equity (Deficit)
                                    
                                    
                                    (45,636
                                    )
                                    
                                    
                                    (21,709
                                    )$
                                    21,864
                                    
                                    
                                    $
                                    5,791





SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS




F-3




SRKP
5, INC.


(A
Development Stage Company)


STATEMENTS
OF OPERATIONS





For The
                  
                  
                  For The
                  
                  
                  Cumulative fromYear
                  
                  
                  Year
                  
                  
                  May 24, 2005Ended
                  
                  
                  Ended
                  
                  
                  (Inception) toDecember 31,
                    2008
                  
                  
                  December 31,
                    2007
                  
                  
                  December 31,
                    2008REVENUE
                  
                  $
                  —
                  
                  
                  $
                  —
                  
                  
                  $
                  —EXPENSES
                  
                  
                  23,927
                  
                  
                  
                  27,846
                  
                  
                  
                  99,198NET
      (LOSS)
                  
                  $
                  (23,927
                  )
                  
                  $
                  (27,846
                  )
                  
                  $
                  (99,198
                  )NET
      (LOSS) PER COMMON SHARE-BASIC
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.01
                  )WEIGHTED
      AVERAGE NUMBER OFCOMMON
      SHARES OUTSTANDING
                  
                  
                  3,857,150
                  
                  
                  
                  3,175,541





SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS




F-4




SRKP
5, INC.


(A
Development Stage Company)


STATEMENT
OF CHANGES IN STOCKHOLDERS’ EQUITY
(DEFICIT)





(Deficit)AccumulatedDuring
                      
                      
                      TotalCommon Stock
                      
                      
                      Additional Paid
                      
                      
                      Development
                      
                      
                      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 at $.009259 per share
                      
                      
                      243,000
                      
                      
                      
                      24
                      
                      
                      
                      2,226
                      
                      
                      
                      -
                      
                      
                      
                      2,250Sale
      of common stock on August 3, 2007 at $.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
                      )Net
      (loss)
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (23,927
                      )
                      
                      
                      (23,927
                      )Balances,
      December 31, 2008
                      
                      
                      3,857,150
                      
                      
                      $
                      386
                      
                      
                      $
                      53,176
                      
                      
                      $
                      (99,198
                      )
                      
                      $
                      (45,636
                      )





SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS




F-5




SRKP
5, INC.


(A
Development Stage Company)


STATEMENTS
OF CASH FLOWS





For The
                      
                      
                      For The
                      
                      
                      Cumulative fromYear
                      
                      
                      Year
                      
                      
                      May 24, 2005Ended
                      
                      
                      Ended
                      
                      
                      (Inception) toDecember
                        31, 2008
                      
                      
                      December
                        31, 2007
                      
                      
                      December 31,
                        2008CASH
      FLOWS (TO) OPERATING ACTIVITIES:Net
      (loss)
                      
                      $
                      (23,927
                      )
                      
                      $
                      (27,846
                      )
                      
                      $
                      (99,198
                      )Net
      Cash (Used In) Operating Activities
                      
                      
                      (23,927
                      )
                      
                      
                      (27,846
                      )
                      
                      
                      (99,198
                      )CASH
      FLOWS FROM (TO) FINANCING ACTIVITIES:Common
      stock issued for cash
                      
                      
                      -
                      
                      
                      
                      12,954
                      
                      
                      
                      37,954Warrants
      issued for cash
                      
                      
                      -
                      
                      
                      
                      17,858
                      
                      
                      
                      17,858Advances
      from Stockholders
                      
                      
                      40,000
                      
                      
                      
                      17,475
                      
                      
                      
                      84,975Repurchase
      of common stock for cash
                      
                      
                      -
                      
                      
                      
                      (2,250
                      )
                      
                      
                      (2,250
                      )Repayment
      of Stockholders' advances
                      
                      
                      -
                      
                      
                      
                      (17,475
                      )
                      
                      
                      (17,475
                      )Net
      Cash Provided by Financing Activities
                      
                      
                      40,000
                      
                      
                      
                      28,562
                      
                      
                      
                      121,062NET
      INCREASE IN CASH AND CASH EQUIVALENTS:
                      
                      
                      16,073
                      
                      
                      
                      716
                      
                      
                      
                      21,864CASH
      AND CASH EQUIVALENTS, BEGINNINGOF
      PERIOD
                      
                      
                      5,791
                      
                      
                      
                      5,075
                      
                      
                      
                      -CASH
      AND CASH EQUIVALENTS, ENDOF
      PERIOD
                      
                      $
                      21,864
                      
                      
                      $
                      5,791
                      
                      
                      $
                      21,864




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 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


In
accordance with SFAS 109, Accounting for Income Taxes, the Company accounts for
income taxes under the asset and liability method. Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax basis and operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.





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.





The Company has adopted FASB
Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an
interpretation of FASB Statement No. 109 (“FIN 48”) as of January 1, 2007. FIN
48 clarifies the accounting for uncertainty in income taxes recognized in
companies’ financial statements in accordance with FASB Statement No. 109,
Accounting for Income Taxes. As a result, the Company applies a
more-likely-than-not recognition threshold for all tax uncertainties. FIN 48
only allows the recognition of those tax benefits that have a greater than fifty
percent likelihood of being sustained upon examination by the taxing
authorities. As a result of implementing FIN 48, the Company’s management has
reviewed the Company’s tax positions and determined there were no outstanding,
or retroactive tax positions with less than a 50% likelihood of being sustained
upon examination by the taxing authorities, therefore the
implementation of this standard has not had a material affect on the
Company.





F-7




SRKP
5, INC.


(A
Development Stage Company)


NOTES
TO FINANCIAL STATEMENTS





NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





Income Taxes
(Continued)


Based on
its evaluation, the Company has concluded that there are no significant
uncertain tax positions requiring recognition in its financial statements. The
Company’s evaluation was performed for the tax periods ended December 31, 2007
through December 31, 2008 for U.S. Federal Income Tax and for the tax period
ended December 31, 2007 through December 31, 2008 for the State of Delaware
Income Tax, the tax years which remain subject to examination by major tax
jurisdictions as of December 31, 2008.





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.





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


Basic
earnings per common share are 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, 2008 and 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 financial position or results of operations of the Company.





F-8




SRKP
5, INC.


(A
Development Stage Company)


NOTES
TO FINANCIAL STATEMENTS




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, an
affiliate of our 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.





In August
2007, the Company offered and sold warrants (the “Warrants”) to the Company’s
existing stockholders (including WestPark and the new shareholder), to purchase
an aggregate of 3,857,150 shares of Common Stock for aggregate proceeds equal to
$17,859, pursuant to the terms and conditions set forth in that certain warrant
purchase agreement (the “Warrant Purchase Agreement”). The Warrants have an
exercise price equal to $0.01. The Warrants are immediately exercisable and
terminate on the earlier of August 2013 or five years from the date the Company
consummates a merger or other business combination with an operating business or
any other event pursuant to which the Company ceases to be a “shell company” and
a “blank check company.





As of
December 31, 2008, the Company has 3,857,150 shares of Common Stock issued and
outstanding.





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 $84,975 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-9





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





There are
not and have not been any disagreements between the Company and its accountants
on any matter of accounting principles, practices or financial statement
disclosure.





Item
9A(T). Controls and Procedures.





Evaluation of Disclosure
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 President, Principal Financial Officer and
Secretary, 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 were effective in
providing reasonable assurance that information required to be disclosed in the
Company’s reports filed or submitted under the Exchange Act was recorded,
processed, summarized, and reported within the time periods specified in the
Commission’s rules and forms.





Evaluation of Internal
Controls and Procedures





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, 2008, we carried out an evaluation of the effectiveness of our
internal control over financial reporting based on the framework in “Internal
Control-Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our evaluation, our
management concluded that our internal control over financial reporting was
effective as of December 31, 2008.




11




Changes in Internal Controls
over Financial Reporting





There
have been no significant changes to the Company’s internal controls over
financial reporting that occurred during our last fiscal quarter of the year
ended December 31, 2008, that materially affected, or were reasonably likely to
materially affect, our internal controls over financial reporting.





Item
9B. Other Information.





None.




PART
III





Item
10. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act.





(a)  Identification
of Directors and Executive Officers.  The following table sets forth
certain information regarding the Company’s directors and executive
officers:





Name
              
              Age
              
              PositionRichard
      A. Rappaport
              
              49
              
              President
      and DirectorAnthony
      C. Pintsopoulos
              
              53
              
              Secretary,
      Chief Financial Officer and
Director





The
Company’s officers and directors are elected annually for a one year term or
until their respective successors are duly elected and qualifiedor 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 is a full
service investment banking and securities brokerage firm, which serves the needs
of private and public companies worldwide, as well as individual and
institutional investors. Mr. Rappaport is the also the CEO and Chairman of
WestPark Capital Financial Services LLC.  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 20, Inc., SRKP 21, Inc., SRKP 22, Inc.,
SRKP 23, Inc., SRKP 24, Inc., SRKP 25, Inc., SRKP 26, Inc., SRKP 27, Inc., SRKP
28, Inc. and SRKP 29, 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 of WestPark Capital. He is also the President and Chief
Financial Officer of WestPark LLC. 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 20, Inc., SRKP 21, Inc., SRKP 22,
Inc., SRKP 23, Inc., SRKP 24, Inc., SRKP 25, Inc., SRKP 26, Inc., SRKP 27, Inc.,
SRKP 28, Inc. and SRKP 29, 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).




12




(b)  Significant
Employees.





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





(c)  Family
Relationships.





There are no family relationships among
directors, executive officers, or persons nominated or chosen by the issuer to
become directors or executive officers.




(d)   Involvement
in Certain Legal Proceedings.




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




Compliance
with Section 16(a) of the Exchange Act





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




Based solely on the Company’s review of
the copies of the forms received by it during the fiscal year ended
December 31, 2008 and written representations that no other reports were
required, the Company believes that the following person(s) 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:




Name
                        
                        Number of Late Reports
                        
                        Number of Transactions
                          not Reported on a Timely
                          Basis
                        
                        Failure to File a Required
                          FormDebbie
      Schwartzberg
                        
                        1
                        
                        2
                        
                        Form
      4




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 has been
filed as an exhibit to the Company’s Form 10-KSB filed with the Securities and
Exchange Commission on March 7, 2008 and is incorporated herein by
reference.  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.




13




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
11. Executive Compensation.





The
following table sets forth the cash and other compensation paid by the Company
to its President and all other executive officers who earned annual compensation
exceeding $100,000 for services rendered during the fiscal year ended December
31, 2008 and December 31, 2007.





Name and Position
                  
                  Year
                  
                  Cash Compensation
                  
                  Other CompensationRichard
      A. Rappaport, President and Director
                  
                  2008
                  
                  None
                  
                  None2007
                  
                  None
                  
                  NoneAnthony
      C. Pintsopoulos, Secretary, Chief
                  
                  2008
                  
                  None
                  
                  NoneFinancial
      Officer and Director
                  
                  2007
                  
                  None
                  
                  None





Director
Compensation





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





Employment
Agreements





The
Company is not a party to any employment agreements.





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





(a)
            The
      following tables set forth certain information as of February 18, 2009,
      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
                                                                                            %




14




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
      839,500 shares of Common Stock and a warrant to purchase 1,039,500 shares
      of Common Stock owned by Debbie Schwartzberg and an aggregate of 200,000
      shares of common stock owned by The David N. Sterling Trust dated February
      3, 2000 and The Julie Schwartzberg Trust dated February 9, 2000 (together,
      the “Schwartzberg Trusts”).  Mrs. Schwartzberg, as Trustee of
      the Schwartzberg Trusts may be deemed the indirect beneficial owner of
      these securities since she has voting and investment control over the
      securities.


(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.


(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.  Mr.
      Pintsopoulos serves as President and Chief Financial officer 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.





(b)
            The
      Company currently has not authorized any compensation plans or individual
      compensation arrangements.





15




Item
13. 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-K.





Item
14.  Principal Accounting 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-Q or services that are normally
provided in connection with statutory and regulatory filings were $11,925for the fiscal year
ended December 31, 2008 and $9,540for the fiscal year
ended December 31, 2007.





Audit-Related
Fees





There
were no feesbilled
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, 2008 and for the fiscal year ended December
31, 2007.





Tax
Fees





The
aggregate fees billed by AJ. Robbins for professional services for tax
compliance, tax advice, and tax planning were $1,855 for the fiscal year ended
December 31, 2008 and$1,590 for the fiscal
year ended December 31, 2007.





All
Other Fees





There
were no fees billed by AJ. Robbins for other products and services for the
fiscal year ended December 31, 2008 andfor the fiscal year
ended December 31, 2007.





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.





Part
IV





Item
15. Exhibits, Financial Statement Schedules





(a)  We
set forth below a list of our audited financial statements included in Item 8 of
this annual report on Form 10-K.




16




Statement
                
                Page*Index
      to Financial Statements
                
                F-1Report
      of Independent Registered Public Accounting Firm
                
                F-2Balance
      Sheets
                
                F-3Statements
      of Operations
                
                F-4Statement
      of Changes in Stockholder’s Equity (Deficit)
                
                F-5Statements
      of Cash Flows
                
                F-6Notes
      to Financial Statements
                
                F-7





*Page F-1
follows page 10 to this annual report on Form 10-K.




(b) Index
to Exhibits required by Item 601 of Regulation S-K.





Exhibit
            
            Description*3.1
            
            Certificate
      of Incorporation*3.2
            
            By-laws**
      14.1
            
            Corporate
      Code of Ethics and Conduct, adopted December 20, 200731.1
            
            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-K for the year ended December 31,
200831.2
            
            Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with
      respect to the registrant’s Annual Report on Form 10-K for the year ended
      December 31, 200832.1
            
            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
      200232.1
            
            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.





*
            Filed
      as an exhibit to the Company's Annual Report on Form 10-KSB, as filed with
      the Securities and Exchange Commission on March 7, 2008 and incorporated
      herein by this reference.




17




SIGNATURES





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




SRKP
      5, INC.Dated:
      February 18, 2009
            By:
            /s/  Richard A.
      RappaportRichard
      A. RappaportPresidentPrincipal
      Executive OfficerDated:
      February 18, 2009
            By:
            /s/  Anthony C.
      PintsopoulosAnthony
      C. PintsopoulosSecretary,
      Chief Financial OfficerPrincipal
      Financial Officer





In accordance with Section 13 or 15(d)
of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.





Title
            
            Date/s/  Richard A.
      Rappaport
            
            
            President
      and Director
            
            February
      18, 2009Richard
      A. Rappaport/s/ Anthony C. Pintsopoulos
            
            
            Secretary,
      Chief Financial
            
            February
      18, 2009Anthony
      C. Pintsopoulos
            
            
            Officer
      and Director




18