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, 2010





o TRANSITION REPORT UNDER
SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934





For the
transition period from ______________ to ______________





Commission
File Number 000-51474










SRKP
5, Inc.


(Exact
name of registrant as specified in its charter)







Delaware
                  
                  20-2903252(State
      or other jurisdiction of
                    incorporation
      or organization)
                  
                  (I.R.S.
      Employer
                    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. Yes  ̈ No x




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
whether the registrant has submitted electronically and posted on its corporate
website, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes  ̈ 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. x




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, 2010, there were 5 non-affiliate holders of common stock of the
Company.





APPLICABLE
ONLY TO CORPORATE REGISTRANTS





As of
February 22, 2011, there were 3,857,150 shares of common stock, par value $.0001
per share, outstanding.








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.


2





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





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





The analysis of new business
opportunities is 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. Although the Company has limited funds available, the Company has
unrestricted flexibility in seeking, analyzing and participating in potential
business opportunities in that it may seek a business combination target located
in any industry or location. 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;





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


3





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





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





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. In evaluating a prospective business combination, we
will conduct as extensive a due diligence review of potential targets as
possible given the lack of information which may be available regarding private
companies, our limited personnel and financial resources and the inexperience of
our management with respect to such activities. We expect that our due diligence
will encompass, among other things, meetings with the target business’s
incumbent management and inspection of its facilities, as necessary, as well as
a review of financial and other information which is made available to us. This
due diligence review will be conducted either by our management or by
unaffiliated third parties we may engage, including but not limited to
attorneys, accountants, consultants or such other professionals. At this time
the Company has not specifically identified any third parties that it may
engage, except that WestPark Capital, Inc., (“WestPark”) a registered
broker-dealer and FINRA member, may assist the Company with due diligence in
identifying a business combination target. The costs associated with hiring
third parties to complete a business combination target may be significant and
are difficult to determine as such costs may vary depending on a variety of
factors, including the amount of time it takes to complete a business
combination, the location of the target company and the size and the complexity
of the target company. Our limited funds and the lack of full-time management
will likely make it impracticable to conduct a complete and exhaustive
investigation and analysis of a target business before we consummate a business
combination. Management decisions, therefore, will likely be made without
detailed feasibility studies, independent analysis, market surveys and the like
which, if we had more funds available to us, would be desirable. We will be
particularly dependent in making decisions upon information provided by the
promoters, owners, sponsors or other associated with the target business seeking
our participation.





The time
and costs required to select and evaluate a target business and to structure and
complete a business combination cannot presently be ascertained with any degree
of certainty. The amount of time it takes to complete a business combination,
the location of the target company and the size and complexity of the business
of the target company are all factors that determine the costs associated with
completing a business combination transaction. The time and costs required to
complete a business combination transaction can be ascertained once a business
combination target has been identified. Any costs incurred with respect to
evaluation of a prospective business combination that is not ultimately
completed will result in a loss to us.




COMPETITION





In
identifying, evaluating and selecting a target business, we may encounter
intense competition from other entities having a business objective similar to
ours. There are numerous “public shell” companies either actively or passively
seeking operating businesses with which to merge in addition to a large number
of “blank check” companies formed and capitalized specifically to acquire
operating businesses. Additionally, we are subject to competition from other
companies looking to expand their operations through the acquisition of a target
business. Many of these entities are well established and have extensive
experience identifying and effecting business combinations directly or through
affiliates. Many of these competitors possess greater technical, human and other
resources than us and our financial resources will be relatively limited when
contrasted with those of many of these competitors. Our ability to compete in
acquiring certain sizable target businesses is limited by our available
financial resources. This inherent competitive limitation gives others an
advantage in pursuing the acquisition of a target business. Further, our
outstanding warrants and the future dilution they potentially represent may not
be viewed favorably by certain target businesses.


4





Any of
these factors may place us at a competitive disadvantage in successfully
negotiating a business combination. Our management believes, however, that our
status as a public entity and potential access to the United States public
equity markets may give us a competitive advantage over privately-held entities
with a business objective similar to ours to acquire a target business on
favorable terms.





If we succeed in effecting a business
combination, there will be, in all likelihood, intense competition from
competitors of the target business. Many of our target business’ competitors are
likely to be significantly larger and have far greater financial and other
resources than we will. Some of these competitors may be divisions or
subsidiaries of large, diversified companies that have access to financial
resources of their respective parent companies. Our target business may not be
able to compete effectively with these companies or maintain them as customers
while competing with them on other projects. In addition, it is likely that our
target business will face significant competition from smaller companies that
have specialized capabilities in similar areas. We cannot accurately predict how
our target business’ competitive position may be affected by changing economic
conditions, customer requirements or technical developments. We cannot assure
you that, subsequent to a business combination, we will have the resources to
compete effectively.





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 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,
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.





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.


5





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 uses the office space
and equipment of WestPark at cost. For the fiscal years ended December 31, 2010
and 2009, the Company incurred costs of $12,000 and $7,000, respectively for
office services. 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.




There are presently no material pending
legal proceedings to which the Company, any of its subsidiaries, any executiveofficer, any owner of record or beneficially
of more than five percent of any class of voting securities is a party or as to
which any of its property is subject, and no such proceedings are known to theCompanyto be threatened or contemplated
against it.




Item 4.Removed and
Reserved.




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 22, 2011, 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, 2010.




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.




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





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.


7





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. As of the date of the period covered by this
report, the Company has $3,455 in its treasury. There are no assurances that the
Company will be able to secure any additional funding as needed. Currently,
however our ability to continue as a going concern is dependent upon our ability
to generate future profitable operations and/or to obtain the necessary
financing to meet our obligations and repay our liabilities arising from normal
business operations when they come due. Our ability to continue as a going
concern is also dependant on our ability to find a suitable target company and
enter into a possible reverse merger with such company. Management’s plan
includes obtaining additional funds by equity financing through a reverse merger
transaction and/or related party advances, however there is no assurance of
additional funding being available.





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.





Our
management has not had any contact or discussions with representatives of other
entities regarding a business combination with us. 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. Our management anticipates that it
will likely be able to effect only one business combination, due primarily to
our limited financing and the dilution of interest for present and prospective
stockholders, which is likely to occur as a result of our management’s plan to
offer a controlling interest to a target business in order to achieve a tax-free
reorganization. This lack of diversification should be considered a substantial
risk in investing in us, because it will not permit us to offset potential
losses from one venture against gains from another.





The
Company anticipates that the selection of a business combination will be complex
and extremely risky. Through information received from industry professionals
and publications such as the Reverse Merger Report, our management believes that
there are numerous firms seeking 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.





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. 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, 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. There is currently no signed agreement or
preliminary agreements or understandings between us and WestPark. Any finders
fees paid to WestPark will be comparable with unaffiliated third party
fees.




8




Liquidity
and Capital Resources





As of
December 31, 2010, the Company had assets equal to $3,455, comprised exclusively
of cash. This compares with assets of $15,202, comprised exclusively of cash, as
of December 31, 2009. The Company’s current liabilities as of December 31, 2010
totaled $117,500, comprised exclusively of monies due to stockholders. This
compares with liabilities of $92,500comprised exclusively of
monies due to stockholders, as of December 31, 2009.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 years ended December 31,
2010 and December 31, 2009 and for the cumulative period from May 24, 2005
(Inception) to December 31, 2010.





Fiscal Year
                        Ended
                        December 31,
                        2010
                      
                      
                      Fiscal Year
                        Ended
                        December 31,
                        2009
                      
                      
                      For the
                        Cumulative
                        Period from
                        May 24, 2005
                        (Inception) to
                        December 31,
                        2010Net
      Cash (Used in) Operating Activities
                      
                      $
                      (36,747
                      )
                      
                      $
                      (31,662
                      )
                      
                      $
                      (167,607
                      )Net
      Cash (Used in) Investing Activities
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —Net
      Cash Provided by Financing Activities
                      
                      $
                      25,000
                      
                      
                      $
                      25,000
                      
                      
                      $
                      171,062Net
      Increase (Decrease) in Cash and Cash Equivalents
                      
                      $
                      (11,747
                      )
                      
                      $
                      (6,662
                      )
                      
                      $
                      3,455





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, 2010. 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, 2010, the Company had a net loss of $36,747,
consisting of legal, accounting, audit, and other professional service fees
incurred in relation to the preparation and filing of the Company’s periodic
reports.




For the
fiscal year ended December 31, 2009, the Company had a net loss of $31,662,
consisting of legal, accounting, audit, and other professional service fees
incurred in relation the preparation and filing of the Company’s periodic
reports.




For the
cumulative period from May 24, 2005 (Inception) to December 31, 2010, the
Company had a net loss of $167,607 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 the filing of the Company’s periodic reports.




9




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,
CO 80202




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the
Board of Directors andStockholders of SRKP 5, Inc.


Lauderdale
by the Sea, FL




We have
audited the accompanying balance sheets of SRKP 5, Inc. (a development stage
company) ("Company") as of December 31, 2010 and 2009, and the related
statements of operations, changes in stockholders’ equity (deficit) and cash
flows for the years then ended, and for the period from May 24, 2005 (inception)
to December 31, 2010. 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,
2010 and 2009, and the results of its operations and its cash flows for the
years then ended, and for the period from May 24, 2005 (inception) to December
31, 2010 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


February
17, 2011


F-2





SRKP
5, INC.


(A
Development Stage Company)


BALANCE
SHEETS





December 31,
                
                
                December 31,2010
                
                
                2009ASSETSCURRENT
      ASSETS:Cash
                
                $
                3,455
                
                
                $
                15,202LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIES:Due
      to Stockholders
                
                $
                117,500
                
                
                $
                92,500COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      EQUITY (DEFICIT):Preferred
      stock, $.0001 par value 10,000,000 shares authorized, none
      issued
                
                
                —
                
                
                
                —Common
      stock, $.0001 par value 100,000,000 shares authorized, 3,857,150 issued
      and outstanding, respectively
                
                
                386
                
                
                
                386Additional
      paid-in capital
                
                
                53,176
                
                
                
                53,176(Deficit)
      accumulated during development stage
                
                
                (167,607
                )
                
                
                (130,860
                )Total
      Stockholders' Equity (Deficit)
                
                
                (114,045
                )
                
                
                (77,298
                )$
                3,455
                
                
                $
                15,202





SEE
ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS




F-3





SRKP
5, INC.


(A
Development Stage Company)


STATEMENTS
OF OPERATIONS





Cumulative fromMay 24, 2005For the Year Ended
                
                
                For the Year Ended
                
                
                (Inception) toDecember 31, 2010
                
                
                December 31, 2009
                
                
                December 31, 2010REVENUE
                
                $
                —
                
                
                $
                —
                
                
                $
                —EXPENSES
                
                
                36,747
                
                
                
                31,662
                
                
                
                167,607NET
      (LOSS)
                
                $
                (36,747
                )
                
                $
                (31,662
                )
                
                $
                (167,607
                )NET
      (LOSS) PER COMMON SHARE-BASIC
                
                $
                (0.01
                )
                
                $
                (0.01
                )WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
                
                
                3,857,150
                
                
                
                3,857,150





SEE
ACCOMPANYING NOTES TO THE 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
                )Net
      (loss)
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                (31,662
                )
                
                
                (31,662
                )Balances,
      December 31, 2009
                
                
                3,857,150
                
                
                
                386
                
                
                
                53,176
                
                
                
                (130,860
                )
                
                
                (77,298
                )Net
      (loss)
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                (36,747
                )
                
                
                (36,747
                )Balances,
      December 31, 2010
                
                
                3,857,150
                
                
                $
                386
                
                
                $
                53,176
                
                
                $
                (167,607
                )
                
                $
                (114,045
                )





SEE
ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS




F-5


SRKP
5, INC.


(A
Development Stage Company)


STATEMENTS
OF CASH FLOWS





Cumulative fromMay 24, 2005For the Year Ended
                
                
                For the Year Ended
                
                
                (Inception) toDecember 31, 2010
                
                
                December 31, 2009
                
                
                December 31, 2010CASH
      FLOWS (TO) OPERATING ACTIVITIES:Net
      (loss)
                
                $
                (36,747
                )
                
                $
                (31,662
                )
                
                $
                (167,607
                )Net
      Cash (Used In) Operating Activities
                
                
                (36,747
                )
                
                
                (31,662
                )
                
                
                (167,607
                )CASH
      FLOWS FROM (TO) FINANCING ACTIVITIES:Common
      stock issued for cash
                
                
                —
                
                
                
                —
                
                
                
                37,954Warrants
      issued for cash
                
                
                —
                
                
                
                —
                
                
                
                17,858Advances
      from Stockholders
                
                
                25,000
                
                
                
                25,000
                
                
                
                134,975Repurchase
      of common stock for cash
                
                
                —
                
                
                
                —
                
                
                
                (2,250
                )Repayment
      of Stockholders' advances
                
                
                —
                
                
                
                —
                
                
                
                (17,475
                )Net
      Cash Provided by Financing Activities
                
                
                25,000
                
                
                
                25,000
                
                
                
                171,062NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
                
                
                (11,747
                )
                
                
                (6,662
                )
                
                
                3,455CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                
                
                15,202
                
                
                
                21,864
                
                
                
                —CASH
      AND CASH EQUIVALENTS, END OF PERIOD
                
                $
                3,455
                
                
                $
                15,202
                
                
                $
                3,455





SEE
ACCOMPANYING NOTES 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 Accounting Standards
Codification ("ASC") Topic 915 "Development Stage Entities". 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 ASC Topic 740, "Accounting for Income Taxes", the Company
accounts for income taxes under the liability method of accounting for income
taxes.  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.
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 $10,000 in the taxable year in
which the trade or business begins.  The $10,000 must be reduced by the
amount of startup costs in excess of $60,000.  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.


F-7





SRKP
5, INC.


(A
Development Stage Company)


NOTES
TO FINANCIAL STATEMENTS





NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





Income Taxes
(Continued)


The
Company has adopted ASC Topic 740, "Accounting for Uncertainty in Income Taxes"
- an interpretation of FASB Statement No. 109 (“FIN 48”) as of January 1, 2007.
ASC Topic 740 clarifies the accounting for uncertainty in income taxes
recognized in companies’ financial statements in accordance with ASC Topic 740,
"Accounting for Income Taxes". As a result, the Company applies a
more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic
740 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 ASC Topic 740, 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.





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, 2010 for U.S. Federal Income Tax and for the tax periods
ended December 31, 2007 through December 31, 2010 for the State of Florida
Income Tax, the tax years which remain subject to examination by major tax
jurisdictions as of December 31, 2010.





The
Company does not have any unrecognized tax benefits as of December 31, 2010 and
2009 which if recognized would affect the Company’s effective income tax
rate.





The
Company’s policy is to recognize interest and penalties related to income tax
issues as components of income tax expense. The Company did not recognize or
incur any accrual for interest and penalties relating to income taxes as of
December 31, 2010 and 2009.





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.


F-8





SRKP
5, INC.


(A
Development Stage Company)


NOTES
TO FINANCIAL STATEMENTS





NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





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, 2010 and 2009, 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.





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
$17,858, 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, 2010 the Company has 3,857,150 shares of Common Stock issued and
outstanding.


F-9





SRKP
5, INC.


(A
Development Stage Company)


NOTES
TO FINANCIAL STATEMENTS





NOTE
3 - RELATED PARTY TRANSACTIONS





The
Company neither owns nor leases any real or personal property. Most office
services are provided at a charge by WestPark Capital. For the years ended
December 31, 2010 and 2009 the Company incurred costs of $12,000 and $7,000 for
these services, respectively. The Company’s President is also the Chief
Executive Officer of WestPark Capital. Such costs are material 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 $134,975 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.




NOTE
5 - SUBSEQUENT EVENTS





Subsequent
to the year ended December 31, 2010, the Company received $16,687 from various
stockholders to pay for operating expenses. These funds were advanced interest
free, are unsecured, and are due on demand.


F-10





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. 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, 2010, 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, 2010.




11




This
annual report does not include an attestation report of our registered public
accounting firm regarding our internal controls over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to Section 404(c) of the Sarbanes-Oxley Act that permit
us to provide only management’s report in this annual report.




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, 2010, 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
              
              51
              
              President
      and DirectorAnthony
      C. Pintsopoulos
              
              55
              
              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 24, Inc., SRKP 26, Inc., SRKP 27, Inc., SRKP 28,
Inc., SRKP 29, Inc., WRASP 30, Inc., WRASP 31, Inc., and WRASP 32, Inc., all of
which are publicly-reporting, blank check and non-trading shell companies, and
WRASP 33, Inc., and WRASP 34, Inc., both of which are blank check shell
companies that have filed a registration statement on Form 10 that has not gone
effective as of the date of this filing . 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.




12




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 24, Inc., SRKP 26, Inc., SRKP 27,
Inc., SRKP 28, Inc., SRKP 29, Inc., WRASP 30, Inc., WRASP 31, Inc., and WRASP
32, Inc., all of which are publicly-reporting, blank check and non-trading shell
companies and WRASP 33, Inc., and WRASP 34, Inc., both of which are blank check
shell companies that have filed a registration statement on Form 10 that has not
gone effective as of the date of this filing. 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.




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 ten 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, 2010 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




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
and Compensation 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 executive officers and directors during the fiscal years ended December 31,
2009, 2010 and through the date of this filing.





Name and Position
                    
                    Year
                    
                    Salary
                    
                    Bonus
                    
                    Option
                      Awards
                    
                    All Other
                      Compensation
                    
                    TotalRichard
      A. Rappaport,
                    
                    2010
                    
                    None
                    
                    None
                    
                    None
                    
                    None
                    
                    NonePresident
      and Director
                    
                    2009
                    
                    None
                    
                    None
                    
                    None
                    
                    None
                    
                    NoneAnthony
      C. Pintsopoulos,
                    
                    2010
                    
                    None
                    
                    None
                    
                    None
                    
                    None
                    
                    NoneSecretary,
      Chief Financial Officer and Director
                    
                    2009
                    
                    None
                    
                    None
                    
                    None
                    
                    None
                    
                    None





The
following compensation discussion addresses all compensation awarded to, earned
by, or paid to the Company’s named executive officers. The Company’s officers
and directors have not received any cash or other compensation since inception.
They will not receive any compensation until the consummation of an acquisition.
No compensation of any nature has been paid for on account of services rendered
by a director in such capacity. Our officers and directors intend to devote very
limited time to our affairs.




It is
possible that, after the Company successfully consummates a business combination
with an unaffiliated entity, that entity may desire to employ or retain members
of our management for the purposes of providing services to the surviving
entity.




No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by the Company for the benefit of its
employees.





There are
no understandings or agreements regarding compensation our management will
receive after a business combination.




14




Compensation Committee and
Insider Participation





The
Company does not have a standing compensation committee or a committee
performing similar functions, since the Board of Directors has determined not to
compensate the officers and directors until such time that the Company completes
a reverse merger or business combination.





Compensation CommitteeReport





The
Company does not have a standing compensation committee or a committee
performing similar functions; therefore, it does not have a compensation
committee report.




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 22, 2011,
regarding (i) each person known by the Company to be the beneficial owner of
more than 5% of the outstanding shares of Common Stock, (ii) each director,
nominee and executive officer of the Company and (iii) all officers and
directors as a group.




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







(1)
            Includes
      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.




15




(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.





Item
13. Certain Relationships and Related Transactions.





Since
inception, an aggregate amount equal to approximately $135,000 (the “Advances”)
has been advanced by certain of the Company’s stockholders to pay for operating
expenses. The funds have been advanced interest free, are unsecured and are due
on demand. There are no written agreement in effect with respect to the
Advances.




The
Company currently uses the office space and equipment of WestPark and has
incurred costs of approximately $12,000 and $7,000 for the years ended December
31, 2010 and 2009, respectively for office services. Our President and director,
Richard Rappaport is the Chief Executive Officer of WestPark and Anthony
Pintsopoulos is the President and Chief Financial Officer of
WestPark.





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.





Director
Independence





The
Company is not a listed issuer whose securities are listed on a national
securities exchange, or an inter-dealer quotation system which has requirements
that a majority of the board of directors be independent. Under NASDAQ Rule
5605(a)(2)(A), a director is not considered to be independent if he or she also
is an executive officer or employee of the corporation. Under such definition,
Richard Rappaport and Anthony C. Pintsopoulos, our directors, would not be
considered independent as they also serve as executive officers of the
Company.




Item
14. Principal Accounting Fees and Services




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




16




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 $13,250 for
the fiscal year ended December 31, 2010 and $13,250for the fiscal year
ended December 31, 2009.





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, 2010 and for the fiscal year ended December
31, 2009.




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, 2010 and$1,855 for the fiscal
year ended December 31, 2009.





All
Other Fees




There
were no fees billed by AJ. Robbins for other products and services for the
fiscal year ended December 31, 2010 andfor the fiscal year
ended December 31, 2009.




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.




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 Stockholders' 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.




17





(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,
201031.2
                        
                        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-K for the year ended December 31,
201032.1
                        
                        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
      200232.2
                        
                        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.





**
            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.





18





SIGNATURES





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




SRKP
      5, INC.Dated:
      February 22, 2011
                By:
                /s/ Richard A. RappaportRichard
      A. RappaportPresidentPrincipal
      Executive OfficerDated:
      February 22, 2011
                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
      22, 2011Richard
      A. Rappaport/s/ Anthony C. Pintsopoulos
                
                Secretary,
      Chief Financial
                
                February
      22, 2011Anthony
      C. Pintsopoulos
                
                Officer
      and Director




19