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


Washington,
      D.C. 20549





**Form
      10-KSB**





(Mark
      One)





**|X|
      ANNUAL REPORT UNDER SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      fiscal year ended December 31, 2006





**|_|
      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.)








210
                South Federal Highway, Suite 205Deerfield
                Beach, FL
            33441_______________________
            _______________________(Address
                of principal executive offices)
            (zip
                code)





Registrant’s
      telephone number, including area code:


(310)
      203-2902





_____________________________________________


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





None.





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





Common
      Stock, $0.0001 par value per share


_______________________


(Title
      of
      Class)








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





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-B (§229.405 of this chapter) contained herein, and no disclosure
      will be contained, to the best of registrant's knowledge, in definitive proxy
      or
      information statements incorporated by reference in Part III of this Form
      10-KSB. [X]





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





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





As
      of
      March 14, 2007, 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. These
      forward-looking statements are based on the beliefs of our management, as well
      as assumptions made by and information currently available to our management.
      When used in this annual report, the words "estimate," "project," "believe,"
      "anticipate," "intend," "expect" and similar expressions are intended to
      identify forward-looking statements. These statements reflect our current views
      with respect to future events and are subject to risks and uncertainties that
      may cause our actual results to differ materially from those contemplated in
      our
      forward-looking statements. We caution you not to place undue reliance on these
      forward-looking statements, which speak only as of the date of this annual
      report. We do not undertake any obligation to publicly release any revisions
      to
      these forward-looking statements to reflect events or circumstances after the
      date of this annual report or to reflect the occurrence of unanticipated
      events. The
      forward-looking statements included herein are based on current expectations
      that involve numerous risks and uncertainties. The Company's plans and
      objectives are based, in part, on assumptions involving the continued expansion
      of business. Assumptions relating to the foregoing involve judgments with
      respect to, among other things, future economic, competitive and market
      conditions and future business decisions, all of which are difficult or
      impossible to predict accurately and many of which are beyond the control of
      the
      Company. Although the Company believes its assumptions underlying the
      forward-looking statements are reasonable, any of the assumptions could prove
      inaccurate and, therefore, there can be no assurance the forward-looking
      statements included in this Report will prove to be accurate. In light of the
      significant uncertainties inherent in the forward-looking statements included
      herein, the inclusion of such information should not be regarded as a
      representation by the Company or any other person that the objectives and plans
      of the Company will be achieved.








Transitional
      Small Business Disclosure Format (check one): Yes **|_|**No
      [X]





2




**PART
      I**





**Item
      1. Description of 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 its principal executive
      offices at 210 South Federal Highway, Suite 205, Deerfield Beach, FL 33441.
      Since inception, the Company has been engaged in organizational efforts and
      obtaining initial financing. The Company was formed as a vehicle to pursue
      a
      business combination. The Company filed a registration statement on Form 10-SB
      with the U.S. Securities and Exchange Commission (the “SEC”) on August 3, 2005,
      and since its effectiveness, the Company has begun efforts to identify a
      possible business combination. However, the Company has not entered into a
      letter of intent or any definitive agreement concerning any target business.
      The
      business purpose of the Company is to seek the acquisition of, or merger with,
      an existing company.





The
      Company, based on proposed business activities, is a "blank check" company.
      The
      SEC defines those companies as "any development stage company that is issuing
      a
      penny stock, within the meaning of Section 3 (a)(51) of the Securities Exchange
      Act of 1934, as amended (the “Exchange Act”), and that has no specific business
      plan or purpose, or has indicated that its business plan is to merge with an
      unidentified company or companies." Many states have enacted statutes, rules
      and
      regulations limiting the sale of securities of "blank check" companies in their
      respective jurisdictions. The Company, as defined in Rule 12b-2 under the
      Exchange Act, also is a “shell company,” defined as a company with no or nominal
      assets (other than cash) and no or nominal operations. Management does not
      intend to undertake any efforts to cause a market to develop in our securities,
      either debt or equity, until we have successfully concluded a business
      combination. The Company intends to comply with the periodic reporting
      requirements of the Exchange Act for so long as we are subject to those
      requirements.





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





**Competition**





Currently,
      with our primary goal the acquisition of a target company or business seeking
      the perceived advantages of being a publicly held corporation, the Company
      faces
      vast competition from other shell companies with the same objectives. The
      Company is in a highly competitive market for a small number of business
      opportunities which could reduce the likelihood of consummating a successful
      business combination. A large number of established and well-financed entities,
      including small public companies and venture capital firms, are active in
      mergers and acquisitions of companies that may be desirable target candidates
      for us. Nearly all these entities have significantly greater financial
      resources, technical expertise and managerial capabilities than we do;
      consequently, we will be at a competitive disadvantage in identifying possible
      business opportunities and successfully completing a business combination.
      These
      competitive factors may reduce the likelihood of our identifying and
      consummating a successful business combination.





**Employees**





The
      Company currently has no employees.





3




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





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





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





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





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





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




4




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





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





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





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





**Management
      intends to devote only a limited amount of time to seeking a target company
      which may adversely impact our ability to identify a suitable acquisition
      candidate.**




While
      seeking a business combination, management anticipates devoting very limited
      time to the Company's affairs. Our 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 a merger or acquisition with the
      most
      attractive private companies.**





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





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





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





5




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





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





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





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





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





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





6




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




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





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





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





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





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





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





7




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





Our
      Certificate of Incorporation authorizes the issuance of a maximum of
      100,000,000 shares of common stock and a maximum of 10,000,000 shares of
      preferred stock. Any merger or acquisition effected by us 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.





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





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





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





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





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




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




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




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




8




**Authorization
      of preferred stock.**





Our
      Certificate of Incorporation authorizes the issuance of up to 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 common stock
      of the Company. Consequently, management has the ability to influence control
      of
      the operations of the Company and, acting together, will have the ability to
      influence substantially all matters submitted to stockholders for approval,
      including:





·
            Election
                of the Board of Directors;


·
            Removal
                of directors;


·
            Amendment
                to 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 of the Company. 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.





**Item
      2. Description of Property.**





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





**Item
      3. Legal Proceedings.**





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





9




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





None.


**PART
      II**





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





**Common
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares
      of common stock, par value $.0001 per share (the “Common Stock”). The Common
      Stock is not listed on a publicly-traded market. As of March 14, 2007, there
      were 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, par value $.0001 per share (the “Preferred Stock”). The
      Company has not yet issued any of its Preferred Stock.




**Dividend
      Policy**





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





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





None.





**Recent
      Sales of Unregistered Securities**





On
      May
      26, 2005, the Registrant sold 2,700,000 shares of Common Stock 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.





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.





10





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





**Plan
      of Operation**





The
      Company has not realized any revenues from operations since inception, and
      its
      plan of operation for the next twelve months is to locate a suitable acquisition
      or merger candidate and consummate a business combination. The Company may
      need
      additional cash advances from stockholders or loans from other parties 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 or loans from
      other parties, if needed, for at least the next twelve months, the Company
      can
      provide no assurance that it can continue to satisfy its cash requirements
      for
      such period.





**Results
      of Operations**





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














11




**Item
      7. Financial Statements.**




**INDEX
      TO FINANCIAL STATEMENTS**










**Page**Report
                of Independent Registered Public Accounting Firm
            F-2Financial
                Statements:Balance
                Sheet
            F-3Statements
                of Operations
            F-4Statements
                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**
 **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, 2006, and the related statements of operations,
        changes in stockholders' equity (deficit), and cash flows for the year then
        ended and for the periods from May 24, 2005 (inception) to December 31, 2006
        and
        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 audits.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audits to obtain reasonable assurance about whether the
        financial statements are free of material misstatement. An audit includes
        examining on a test basis, evidence supporting the amounts and disclosures
        in
        the financial statements. An audit also includes assessing the accounting
        principles used and significant estimates made by management, as well as
        evaluating the overall financial statement presentation. We believe that
        our
        audits provide a reasonable basis for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of SRKP 5, Inc. as of December
        31,
        2006, and the results of its operations and its cash flows for the year then
        ended and for the periods from May 24, 2005 (inception) to December 31, 2006
        and
        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.
  **/s/
        AJ. Robbins P.C.**
 
 **AJ.
        ROBBINS, P.C.**
 **CERTIFIED
        PUBLIC ACCOUNTANTS**
 **Denver,
        Colorado**
 **January
        31, 2007**




F-2








**SRKP
                5, INC.****(A
                Development Stage Company)****BALANCE
                SHEET**





**December
                31,****2006****ASSETS****CURRENT
                ASSETS:**Cash
            
            $
            5,075Total
                Current Assets
            
            $
            5,075**LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)****CURRENT
                LIABILITIES:**Due
                to stockholders
            
            $
            27,500Total
                Current Liabilities
            
            
            27,500**COMMITMENTS
                AND CONTINGENCIES****STOCKHOLDERS'
                EQUITY (DEFICIT):**Preferred
                stock, $.0001 par value10,000,000
                shares authorized, none issued
            
            
            ---Common
                stock, $.0001 par value100,000,000
                shares authorized, 2,700,000 issued andoutstanding
            
            
            270Additional
                paid-in capital
            
            
            24,730(Deficit)
                accumulated during development stage
            
            
            (47,425
            )Total
                Stockholders Equity (Deficit)
            
            
            (22,425
            )$
            5,075







**SEE
      ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS**





F-3







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





**For
                the Period**
            
            **Cumulative****From
                May 24**
            
            **from
                May 24****For
                the Year Ended**
            
            **2005
                (Inception) to**
            
            **2005
                (Inception) to****December
                31, 2006**
            
            **December
                31, 2005**
            
            **December
                31, 2006****REVENUE**
            
            $
            ---
            
            $
            ---
            
            $
            ---**EXPENSES**
            
            
            14,534
            
            
            32,891
            
            
            47,425**NET
                (LOSS)**
            
            $
            (14,534
            )
            $
            (32,891
            )
            $
            (47,425
            )**NET
                (LOSS) PER COMMON SHARE-BASIC**
            
            $
            (0.01
            )
            $
            (0.01
            )**WEIGHTED
                AVERAGE NUMBER OF****COMMON
                SHARES OUTSTANDING**
            
            
            2,700,000
            
            
            2,700,000













**SEE
      ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS**





F-4








**SRKP
                5, INC.****(A
                Development Stage Company)****STATEMENTS
                OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) FOR THE PERIOD FROM
                MAY 24,
                2005****(INCEPTION)
                TO DECEMBER 31, 2005 AND FOR THE YEAR ENDED DECEMBER 31,
                2006**





**(Deficit)****Accumulated****Additional**
            
            **During****Common
                Stock**
            
            **Paid-In**
            
            **Development****Shares**
            
            **Amount**
            
            **Capital**
            
            **Stage**
            
            **Total****Balances,
                May 24, 2005**
            
            
            
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Sale
                of common stock on May 26, 2005 at $.009 per share
            
            
            2,700,000
            
            
            270
            
            
            24,730
            
            
            ---
            
            
            25,000




Net
                (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
            )










**SEE
      ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS**





F-5





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





**For
                  the Year EndedDecember 31, 2006**
            
            **For
                      the PeriodFrom May 24,2005(Inception) toDecember 31,
                      2005**
            
            **CumulativeFrom
                      May 24,2005(Inception) toDecember 31,
                      2006****CASH
                FLOWS FROM (TO) OPERATING ACTIVITIES:**Net
                (loss)
            
            $
            (14,534
            )
            $
            (32,891
            )
            $
            (47,425
            )Net
                Cash (Used In) Operating Activities
            
            
            (14,534
            )
            
            (32,891
            )
            
            (47,425
            )**CASH
                FLOWS FROM (TO) FINANCING ACTIVITIES:**Common
                stock issued for cash
            
            
            ---
            
            
            25,000
            
            
            25,000Due
                to Stockholders
            
            
            15,000
            
            
            12,500
            
            
            27,500Net
                Cash Provided by Financing Activities
            
            
            15,000
            
            
            37,500
            
            
            52,500**NET
                INCREASE/(DECREASE) IN CASH AND CASH****EQUIVALENTS:**
            
            
            466
            
            
            4,609
            
            
            5,075**CASH
                AND CASH EQUIVALENTS, BEGINNING****OF
                PERIOD**
            
            
            4,609
            
            
            ---
            
            
            ---**CASH
                AND CASH EQUIVALENTS, END****OF
                PERIOD**
            
            $
            5,075
            
            $
            4,609
            
            $
            5,075











**SEE
      ACCOMPANYING FOOTNOTES TO THE 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**


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





For
      federal income tax purposes, substantially all startup and organizational
      expenses must be deferred until the Company commences business.  The
      Company may elect a limited deduction of up to $5,000 in the taxable year in
      which the trade or business begins.  The $5,000 must be reduced by the
      amount of startup costs in excess of $50,000.  The remainder of the
      expenses not deductible must be amortized over a 180-month period beginning
      with
      the month in which the active trade or business begins.  These expenses
      will not be deducted for tax purposes and will represent a deferred tax
      asset.  The Company will provide a valuation allowance in the full amount
      of the deferred tax asset since there is no assurance of future taxable
      income.  Tax deductible losses can be carried forward for 20 years until
      utilized.





**Deferred
      Offering Costs**


Deferred
      offering costs, consisting of legal, accounting and filing fees relating to
      an
      offering will be capitalized. The deferred offering costs will be offset against
      offering proceeds in the event the offering is successful. In the event the
      offering is unsuccessful or is abandoned, the deferred offering costs will
      be
      expensed.





**Cash
      and Cash Equivalents**


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






F-7








**SRKP
      5, INC.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**





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





**Concentrations
      of Credit Risk**


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





**Earnings
      Per Common Share**


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





**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 WestPark Capital.  The Company’s
      President is also the CEO 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**





In
      2005
      and 2006 certain stockholders advanced the Company $12,500 and $15,000,
      respectively 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 SEC’s rules and forms. Disclosure controls and
      procedures include, without limitation, controls and procedures designed to
      ensure that information required to be disclosed by an issuer in the reports
      that it files or submits under the Exchange Act is accumulated and communicated
      to the issuer’s management, including its principal executive officer or
      officers and principal financial officer or officers, or persons performing
      similar functions, as appropriate to allow timely decisions regarding required
      disclosure.





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, Chief 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
      SEC's rules and forms. There have been no significant changes to the
      Company’s internal controls over financial reporting that occurred during our
      last fiscal quarter of the year ended December 31, 2006, that materially
      affected, or were reasonably likely to materially affect, our internal controls
      over financial reporting.





**Item
      8B. Other Information.**





None.





**PART
      III**





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





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





**Name**
            **Age**
            **Position**
            **Term**Richard
                A. Rappaport
            47
            President
                and Director
            May
                26, 2005 thru PresentAnthony
                C. Pintsopoulos
            51
            Secretary,
                Chief Financial Officer and Director
            May
                26, 2005 thru Present





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




12




**Richard
      A. Rappaport** ,
      President and Director, is the founder of WestPark Capital, Inc. and has been
      its Chief Executive Officer since September 1999. WestPark Capital, Inc. is
      a
      full service investment banking and securities brokerage firm, which serves
      the
      needs of both private and public companies worldwide, as well as individual
      and
      institutional investors. From April 1995 through September 1999, Mr. Rappaport
      was director of Corporate Finance for Global Securities, where he was
      responsible for all of the firms North American Corporate finance activities.
      Global Securities was a registered broker-dealer that has since terminated
      operations. Mr. Rappaport also serves as President and director of SRKP 2,
      Inc.,
      SRKP 3, Inc., SRKP 6, Inc., SRKP 10, Inc., SRKP 11, Inc., SRKP 12, Inc. and
      SRKP
      14, Inc., all of which are publicly-reporting, blank check and non-trading
      shell
      companies. Mr. Rappaport received a B.S. in 1981 from the University of
      California at Berkeley and an M.B.A. in 1986 from the University of California
      at Los Angeles.




**Anthony
      C. Pintsopoulos** ,
      Chief
      Financial Officer, Secretary and a Director, is the President and Chief
      Financial Officer at WestPark Capital, Inc. Prior to joining WestPark Capital,
      Mr. Pintsopoulos was Chief Financial Officer and acting Chief Operating Officer
      at Joseph, Charles & Associates (JCA) a full service investment banking and
      securities brokerage firm. Prior to JCA, from 1983 to 1995, Mr. Pintsopoulos
      served as Chief Financial Officer, Treasurer and Board Member of Safety 1st,
      Inc., a manufacturer of juvenile products. He administered the company's IPO
      and
      Secondary Offerings. Preceding Safety 1st, Mr. Pintsopoulos worked at Coopers
      & Lybrand Boston, Massachusetts. Also he owned his own CPA Firm in
      Massachusetts before merging it into Vitale, Caturano & Co., PC (the largest
      CPA firm in New England, other than the Big 4). In his CPA business, he has
      worked with both public and private entities in all phases of business
      development. Mr. Pintsopoulos also serves as Chief Financial Officer, Secretary
      and director of SRKP 2, Inc., SRKP 3, Inc., SRKP 6, Inc., SRKP 10, Inc., SRKP
      11, Inc., SRKP 12, Inc. and SRKP 14, Inc., all of which are publicly-reporting,
      blank check and non-trading shell companies. He holds a Bachelor of Business
      Administration in Accounting from the University of Massachusetts, Amherst
      and
      holds NASD licenses 7, 24, and 63. He is a Certified Public Accountant, a member
      of the Massachusetts Society of Certified Public Accountants (MSCPA) and the
      American Institute of Certified Public Accountants (AICPA).




(b)
      Significant Employees.





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




(c)
      Family Relationships.





None.




(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.





13




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





**Code
      of Ethics**





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





**Nominating
      Committee**





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





**Audit
      Committee**





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





**Item
      10. Executive Compensation.**





The
      following table sets forth the cash compensation paid by the Company to its
      President and all other executive officers who earned annual compensation
      exceeding $100,000 for services rendered during the fiscal years ended December
      31, 2006 and December 31, 2005.





Name
                and Position
            Year
            Total
                CompensationRichard
                A. Rappaport, President
            2006
              2005
            None
              None





**Director
      Compensation**





Since
      inception, none of our directors have received any compensation for their
      services rendered to the Company. Our directors have both agreed to act without
      compensation until authorized by the Board of Directors, which is not expected
      to occur until we have generated revenues from operations after consummation
      of
      a merger, acquisition or business combination. Further, our directors are not
      accruing any compensation pursuant to any agreement with us. The Company
      reimburses directors for expenses in attending board meetings. During the year
      ended December 31, 2006, no director expenses were reimbursed.





**Employment
      Agreements**





The
      Company is not a party to any employment agreements.





14





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





The
      following tables set forth certain information as of March 14, 2007 regarding
      (i) each person known by the Company to be the beneficial owner of more than
      5%
      of the outstanding shares of Common Stock, (ii) each director, nominee and
      executive officer of the Company and (iii) all officers and directors as a
      group.





Name
                and Address
            Amount
                and Nature of
              Beneficial
                Ownership
            Percentage
              of
                ClassDebbie
                Schwartzberg
              800
                5th Avenue
              New
                York, New York 10021
            1,039,500
            38.5%Richard
                Rappaport (1)
              1900
                Avenue of the Stars, Suite 310
              Los
                Angeles, CA 90067
            1,039,500
            38.5%Anthony
                C. Pintsopoulos (2)
              c/o
                SRKP 5, Inc.
              210
                South Federal Highway, Suite 205
              Deerfield
                Beach, FL 33441
            243,000
            9%Tom
                Poletti
              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%


______________


(1)
            Richard
                Rappaport is President and Director of the
                Company.


(2)
            Anthony
                C. Pintsopoulos is Secretary, Chief Financial Officer and Director
                of the
                Company.




**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.





15




**Item
      13. Exhibits.**





Index
      to
      Exhibits





Exhibit
            Description*3.1
            Certificate
                of Incorporation*3.2
            By-laws31.1
            Certification
                of the Company’s Principal Executive Officer pursuant to Section 302 of
                the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
                Report on Form 10-KSB for the year ended December 31,
                2006.31.2
            Certification
                of the Company’s Principal Financial Officer pursuant to Section 302 of
                the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
                Report on Form 10-KSB for the year ended December 31, 2006.32.1
            Certification
                of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act
                of
                2002.32.2
            Certification
                of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act
                of
                2002.*
            Filed
                as an exhibit to the Company's registration statement on Form 10-SB,
                as
                filed with the Securities and Exchange Commission on August 3, 2005,
                and
                incorporated herein by this
                reference.




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





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





**Audit
      Fees**





The
      aggregate fees billed by AJ. Robbins for professional services rendered for
      the
      audit of our annual financial statements and review of financial statements
      included in our quarterly reports on Form 10-QSB or services that are normally
      provided in connection with statutory and regulatory filings were $4,750 for
      fiscal year ended December 31, 2005 and $7,000 for fiscal year ended December
      31, 2006.





**Audit-Related
      Fees**





There
      were no fees billed by AJ. Robbins for assurance and related services that
      are
      reasonably related
      to the performance of the audit or review of the Company’s financial statements
      for the fiscal years ended December 31, 2005 and December 31, 2006.





**Tax
      Fees**





The
      aggregate fees billed by AJ. Robbins for professional services for tax
      compliance, tax advice, and tax planning were $1,000 for each of the fiscal
      years ended December 31, 2005 and December 31, 2006. These fees were incurred
      for the preparation of the Company’s tax returns.





**All
      Other Fees**





There
      were no fees billed by AJ. Robbins for other products and services for the
      fiscal years ended December 31, 2005 and December 31, 2006.





**Pre-Approval
      Policy**





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




16





**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: March
              14, 2007
            By:
            /s/ Richard
              A. RappaportName:
                Richard A. Rappaport
              Title:
                President and Director


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/
                Anthony C. Pintsopoulos
            
            Secretary,
                Chief Financial
            March
                14, 2007Anthony
                C. Pintsopoulos
            
            Officer
                and Director






17