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, 2009





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 000-53746








WRASP
31, Inc.


(Exact
name of registrant as specified in its charter)







Delaware
              
              27-0339728(State
      or other jurisdiction of
              
              (I.R.S.
      Employerincorporation
      or organization)
              
              Identification
      No.)





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





(Address
of principal executive offices)





(310)
203-2902





(Registrant’s
telephone number, including area code)








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





None.





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





Common
Stock, $0.0001 par value per share





(Title of
Class)





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





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





Check
whether the registrant has submitted electronically and posted on its corporate
Web site, 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 o No o





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 o
                  
                  Accelerated
      Filer                   oNon-accelerated
      Filer    o
                  
                  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 o





As of
December 31, 2009, there were no non-affiliate holders of common stock of the
Company.





APPLICABLE
ONLY TO CORPORATE REGISTRANTS





As of
February 2 2010, there were 7,096,390 shares of common stock, par value $.0001,
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 WRASP 31, 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.





WRASP 31,
Inc. (“we”, “us”, “our”, the "Company" or the "Registrant") was incorporated in
the State of Delaware as SRKP 31, Inc. on June 4, 2009. On July 14, 2009, the
Company filed an Amendment to its Certificate of Incorporation pursuant to which
the Company changed its name from SRKP 31, Inc. to WRASP 31, Inc. Since
inception, the Company has been engaged in organizational efforts and obtaining
initial financing.  The Company was formed as a vehicle to pursue a
business combination and has made no efforts to identify a possible business
combination.  As a result, the Company has not conducted negotiations
or entered into a letter of intent concerning any target business. The business
purpose of the Company is to seek the acquisition of, or merger with, an
existing company.  The Company selected December 31 as its fiscal year
end.





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





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





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





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





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





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





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


3


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





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





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





(h)           Other
relevant factors.





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





FORM OF
ACQUISITION





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





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





The
present stockholder 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 stockholder’smeeting
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.


4





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 Capital (defined herein) without
charge.  The Company currently has no policy with respect to
investments or interests in real estate, real estate mortgages or securities of,
or interests in, persons primarily engaged in real estate
activities.





Item
3. Legal Proceedings.





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





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





None.


PART
II





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





Common
Stock





Our
Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares
of common stock, par value $.0001 per share (the “Common Stock”).  The
Common Stock is not listed on a publicly-traded market.  As of
February 2, 2010, there was 1 holder 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.


5


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, 2009.





On June 4, 2009, the Company offered
and sold an aggregate of 7,096,390 shares of Common Stock for an aggregate
purchase price equal to $5,000, pursuant to the terms and conditions set forth
in that certain common stock purchase agreement (the “Common Stock Purchase
Agreement”), and a warrant (the “Warrant”) to purchase an aggregate of 7,096,390
shares of Common Stock for a purchase price equal to $2,500, pursuant to the
terms and conditions set forth in that certain warrant purchase agreement (the
“Warrant Purchase Agreement”).  The Warrant has an exercise price
equal to $0.00035.  The Warrant is immediately exercisable and
terminates on the earlier of June 4, 2019 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.”  The Company sold these shares
of Common Stock and Warrant under the exemption from registration provided by
Section 4(2) of the Securities Act and Regulation D promulgated
thereunder.





All
purchasers represented in writing that they acquired the securities for their
own accounts. 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, 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.





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.


6





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





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





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





(i)
            filing
      Exchange Act reports, and


(ii)
            investigating,
      analyzing and consummating an
acquisition.





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





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





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





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





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


7





Liquidity
and Capital Resources





As of December 31, 2009, the Company
had assets equal to $859, comprised exclusively of cash. The Company’s current
liabilities as of December 31, 2009 totaled $40,000, comprised exclusively of
monies due to stockholder.  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 period from June 4, 2009 (Inception) to December 31, 2009 and
for the cumulative period from June 4, 2009 (Inception) to December 31,
2009.





For the
                      Period from
                      June 4, 2009
                      (Inception) to
                      December 31,
                      2009
                    
                    
                    For the
                      Cumulative
                      Period from
                      June 4, 2009,
                      (Inception) to
                      December 31,
                      2009Net
      Cash (Used in) Operating Activities
                    
                    $
                    (46,641
                    )
                    
                    $
                    (46,641
                    )Net
      Cash (Used in) Investing Activities
                    
                    
                    -
                    
                    
                    
                    -Net
      Cash Provided by Financing Activities
                    
                    $
                    47,500
                    
                    
                    $
                    47,500Net
      Increase in Cash and Cash Equivalents
                    
                    $
                    859
                    
                    
                    $
                    859





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 June 4, 2009 (Inception) to December 31,
2009.  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
period from June 4, 2009 (Inception) to December 31, 2009, the Company had a net
loss of $46,641 comprised exclusively of legal, accounting, audit, and other
professional service fees incurred in relation to the formation of the Company,
the preparation of the Company’s Registration Statement on Form 10 filed in July
of 2009 and the filing of the Company’s Quarterly Report on Form 10-Q for the
period ended September 30, 2009 in November of 2009.


8





For the
cumulative period from June 4, 2009 (Inception) to December 31, 2009, the
Company had a net loss of $46,641 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 in
July of 2009 and Quarterly Report and Annual Report on Form 10-Q and Form 10-K,
respectively.





Off-Balance
Sheet Arrangements





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





Contractual
Obligations





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





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





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





Item
8.  Financial Statements and Supplementary Data.





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


9





WRASP
31, INC.


(F/K/A
SRKP 31, INC.)


(A
Development Stage Company)




INDEX
TO FINANCIAL STATEMENTS





PageReport
      of Independent Registered Public Accounting Firm
                
                F-2Financial
      Statements:Balance
      Sheet
                
                F-3Statements
      of Operations
                
                F-4Statement
      of Changes in Stockholder’s Equity (Deficit)
                
                F-5Statements
      of Cash Flows
                
                F-6Notes
      to Financial Statements
                
                F-7


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 and


Stockholder
of WRASP 31, Inc.


Lauderdale
by the Sea, FL




We have
audited the accompanying balance sheet of WRASP 31, Inc. (F/K/A SRKP 31, Inc.)
(a development stage company) as of December 31, 2009, and the related
statements of operations, changes in stockholder’s equity (deficit) and cash
flows for the period from June 4, 2009 (inception) to December 31, 2009. WRASP
31, Inc.’s management is responsible for these financial statements. Our
responsibility is to express an opinion on these financial statements based on
our audit.




We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit 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 audit provides a
reasonable basis for our opinion.




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of WRASP 31, Inc. (F/K/A SRKP 31,
Inc.) as of December 31, 2009, and the results of its operations and its cash
flows for the period from  June 4, 2009 (inception) to December 31,
2009 in conformity with accounting principles generally accepted in the United
States of America.




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





AJ.
ROBBINS, P.C.


CERTIFIED
PUBLIC ACCOUNTANTS


Denver,
Colorado


January
28, 2010


F-2





WRASP
31, INC.
 (F/K/A
SRKP 31, INC.)
 (A
Development Stage Company)
 BALANCE
SHEET
  December
      31,2009ASSETSCURRENT
      ASSETS:Cash
                                              
                                              $
                                              859LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIESDue
      to Shareholder
                                              
                                              $
                                              40,000COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDER'S
      EQUITY (DEFICIT):Preferred
      stock, $.0001 par value10,000,000
      shares authorized, none issued
                                              
                                              
                                              -Common
      stock, $.0001 par value100,000,000
      shares authorized, 7,096,390 issued andoutstanding
                                              
                                              
                                              710Additional
      paid-in capital
                                              
                                              
                                              6,790(Deficit)
      accumulated during development stage
                                              
                                              
                                              (46,641
                                              )Total
      Stockholder's Equity (Deficit)
                                              
                                              
                                              (39,141
                                              )$
                                              859
 
 SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


F-3




WRASP
31, INC.
 (F/K/A
SRKP 31, INC.)
 (A
Development Stage Company)
 STATEMENTS
OF OPERATIONS
 
 For
      the Period
                      
                      
                      Cumulative
      fromJune
      4, 2009
                      
                      
                      June
      4, 2009(Inception)
      to
                      
                      
                      (Inception)
      toDecember
      31, 2009
                      
                      
                      December
      31, 2009REVENUE
                      
                      $
                      -
                      
                      
                      $
                      -EXPENSES
                      
                      
                      46,641
                      
                      
                      
                      46,641NET
      (LOSS)
                      
                      $
                      (46,641
                      )
                      
                      $
                      (46,641
                      )NET
      (LOSS) PER COMMON SHARE-BASIC
                      
                      $
                      (0.01
                      )WEIGHTED
      AVERAGE NUMBER OFCOMMON
      SHARES OUTSTANDING
                      
                      
                      7,096,390
 
 SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
  F-4





WRASP
31, INC.
 (F/K/A
SRKP 31, INC.)
 (A
Development Stage Company)
 STATEMENT
OF CHANGES IN STOCKHOLDER’S EQUITY (DEFICIT)
 
 Common Stock(Deficit)AccumulatedDuring
                          
                          
                          TotalAdditional Paid
                          
                          
                          Development
                          
                          
                          Stockholders'Shares
                          
                          
                          Amount
                          
                          
                          in Capital
                          
                          
                          Stage
                          
                          
                          Equity (Deficit)Balances,
      June 4, 2009 (Inception)
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -Sale
      of common stock on June 4, 2009 at $.0007046 per share
                          
                          
                          7,096,390
                          
                          
                          
                          710
                          
                          
                          
                          4,290
                          
                          
                          
                          -
                          
                          
                          
                          5,000Sale
      of warrants to purchase common stock on June 4, 2009 for $.0003523 per
      warrant
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          2,500
                          
                          
                          
                          -
                          
                          
                          
                          2,500Net
      (loss)
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (46,641
                          )
                          
                          
                          (46,641
                          )Balances,
      December 31, 2009
                          
                          
                          7,096,390
                          
                          
                          $
                          710
                          
                          
                          $
                          6,790
                          
                          
                          $
                          (46,641
                          )
                          
                          $
                          (39,141
                          )
 
 SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
 F-5





WRASP
31, INC.
 (F/K/A
SRKP 31, INC.)
 (A
Development Stage Company)
 STATEMENTS
OF CASH FLOWS
 
 For
      the Period
                      
                      
                      Cumulative
      fromfrom
      June 4, 2009
                      
                      
                      June
      4, 2009(Inception)
      to
                      
                      
                      (Inception)
      toDecember
      31, 2009
                      
                      
                      December
      31, 2009CASH
      FLOWS (TO) OPERATING ACTIVITIES:Net
      income (loss)
                      
                      $
                      (46,641
                      )
                      
                      $
                      (46,641
                      )Net
      Cash (Used In) Operating Activities
                      
                      
                      (46,641
                      )
                      
                      
                      (46,641
                      )CASH
      FLOWS FROM FINANCING ACTIVITIES:Advances
      from Stockholder
                      
                      
                      40,000
                      
                      
                      
                      40,000Common
      stock issued for cash
                      
                      
                      5,000
                      
                      
                      
                      5,000Warrants
      issued for cash
                      
                      
                      2,500
                      
                      
                      
                      2,500Net
      Cash Provided by Financing Activities
                      
                      
                      47,500
                      
                      
                      
                      47,500NET
      INCREASE IN CASH AND CASH EQUIVALENTS:
                      
                      
                      859
                      
                      
                      
                      859CASH
      AND CASH EQUIVALENTS, BEGINNINGOF
      PERIOD
                      
                      
                      -
                      
                      
                      
                      -CASH
      AND CASH EQUIVALENTS, ENDOF
      PERIOD
                      
                      $
                      859
                      
                      
                      $
                      859
 
 SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS





F-6





WRASP
31, INC.


(F/K/A
SRKP 31, INC.)


(A
Development Stage Company)


NOTES TO FINANCIAL STATEMENTS





NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





History


WRASP 31,
Inc. (the Company), a development stage company, was incorporated under the laws
of the State of Delaware on June 4, 2009 under the name SRKP 31, Inc. The name
was changed from SRKP 31, Inc. to WRASP 31, Inc. on July 14,
2009.  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.





The
Company filed a Form 10 registration statement with the Securities and Exchange
Commission (SEC) pursuant to Section 12(g) of the Securities Exchange Act of
1934.  The registration statement has been declared effective as of
September 29, 2009.





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 stockholder’s
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 asset and liability method. Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax basis and operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.





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


F-7





WRASP
31, INC.


(F/K/A
SRKP 31, 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 June 4, 2009. 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 effect 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 period ended December 31, 2009
for U.S. Federal Income Tax and for the tax period ended December 31, 2009 for
the State of Delaware Income Tax, the tax year which remain subject to
examination by major tax jurisdictions as of December 31, 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.





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, 2009, the
only potential dilutive securities were 7,096,390 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.


F-8





WRASP
31, INC.


(F/K/A
SRKP 31, INC.)


(A
Development Stage Company)


NOTES TO FINANCIAL STATEMENTS





NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





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 – STOCKHOLDER’S EQUITY





During
June 2009, the Company sold for a $5,000 subscription receivable 7,096,390
shares of its $.0001 par value common stock to an investor. In addition, the
Company also sold to the investor for a $2,500 subscription receivable, warrants
to purchase 7,096,390 shares of common stock at an exercise price of
$.00035.  These warrants expire at the earlier date of 10 years from
date of purchase or 5 years from the date the Company consummates a merger or
other business combination with an operating business or any other event to
which the Company ceases to be a “shell company.” The stock subscription
receivable was paid on July 16, 2009.





NOTE
3 - RELATED PARTY TRANSACTIONS




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





NOTE
4 - DUE TO STOCKHOLDER





Since
inception our stockholder has advanced the Company $40,000 to pay for operating
expenses. These funds have been advanced interest free, are unsecured,
and are due on demand.


F-9





WRASP
31, INC.


(F/K/A
SRKP 31, INC.)


(A
Development Stage Company)


NOTES TO FINANCIAL STATEMENTS





NOTE
5 - SUBSEQUENT EVENTS





The
Company has evaluated events and transactions that occurred between January 1,
2010 and January 28, 2010, which is the date the financial statements were
available for release for possible disclosure or recognition in the financial
statements. The Company has determined that there were no such events or
transactions that warrant disclosure or recognition in the financial
statements.


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(T). Controls and Procedures.





Evaluation of Disclosure
Controls and Procedures





The
Company’s management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information required to
be disclosed by the Company in the reports that the Company files or submits
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Commission’s rules and
forms.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by an issuer in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the issuer’s management,
including its principal executive officer or officers and principal financial
officer or officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.





In
accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was
completed under the supervision and with the participation of the Company’s
management, including the Company’s President, Principal Financial Officer and
Secretary, of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures as of the end of the period covered by this
Annual Report.  Based on that evaluation, the Company’s management
including the President, Principal Financial Officer and Secretary, concluded
that the Company’s disclosure controls and procedures were effective in
providing reasonable assurance that information required to be disclosed in the
Company’s reports filed or submitted under the Exchange Act was recorded,
processed, summarized, and reported within the time periods specified in the
Commission’s rules and forms.





Evaluation of Internal
Controls and Procedures





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





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


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


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


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





As of
December 31, 2009, 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, 2009.


10





This
annual report does not include a report of management's assessment regarding
internal control over financial reporting or an attestation report of the
company's registered public accounting firm due to a transition period
established by rules of the Securities and Exchange Commission for newly public
companies.





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, 2009, 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
              
              50
              
              President
      and DirectorAnthony
      C. Pintsopoulos
              
              54
              
              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 5, Inc., SRKP 10, Inc., SRKP 12,
Inc., SRKP 14, Inc., SRKP 15, Inc., SRKP 16, Inc., SRKP 20, Inc., SRKP 23, Inc.,
SRKP 24, Inc., SRKP 25, Inc., SRKP 26, Inc., SRKP 27, Inc., SRKP 28, Inc., SRKP
29, Inc., WRASP 30, Inc., and WRASP 32, 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.


11




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 5, Inc., SRKP 10, Inc., SRKP
12, Inc., SRKP 14, Inc., SRKP 15, Inc., SRKP 16, Inc., SRKP 20, Inc., SRKP 23,
Inc., SRKP 24, Inc., SRKP 25, Inc., SRKP 26, Inc., SRKP 27, Inc., SRKP 28, Inc.,
SRKP 29, Inc., WRASP 30, Inc., and WRASP 32, 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.





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




(d)   Involvement
in Certain Legal Proceedings.




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




Compliance
with Section 16(a) of the Exchange Act





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




Based solely on the Company’s review of
the copies of the forms received by it during the fiscal year ended December 31,
2009 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 stock
failed to comply with all Section 16(a) filing requirements during such fiscal
years.




Code
of Ethics




On
January 26, 2010, Company adopted a formal code of ethics statement for senior
officers and directors (the “Code of Ethics”) that is designed to deter
wrongdoing and to promote ethical conduct and full, fair, accurate, timely and
understandable reports that the Company files or submits to the Securities and
Exchange Commission and others.  A form of the Code of Ethics is attached
hereto as Exhibit
14.1.  Requests for copies of the Code of Ethics should be sent
in writing to WRASP 31, Inc., Attention: Secretary, 4737 North Ocean Drive,
Suite 207, Lauderdale by the Sea, FL 33308.


12





Nominating
Committee





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





Audit
Committee





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





Item
11. Executive Compensation.





The
following table sets forth the cash and other compensation paid by the Company
to its President and all other executive officers who earned annual compensation
exceeding $100,000 for services rendered during the fiscal year ended December
31, 2009.





Name and Position
              
              Year
              
              Cash Compensation
              
              Other CompensationRichard
      A. Rappaport, President and Director
              
              2009
              
              None
              
              NoneAnthony
      C. Pintsopoulos, Secretary, Chief Financial Officer and
      Director
              
              2009
              
              None
              
              None





Director
Compensation





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





Employment
Agreements





The
Company is not a party to any employment agreements.





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





(a)           The
following tables set forth certain information as of February 2, 2010, 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. All warrants described below are currently exercisable and have an
exercise price equal to $.0001.





Name and Address
                            
                            Amount and Nature of
                              Beneficial Ownership
                            
                            
                            Percentage
                              of ClassWestPark
      Capital Financial Services, LLC
                              1900
      Avenue of the Stars, Suite 310
                              Los
      Angeles, CA 90067
                            
                            
                            14,192,780
                            (1)
                            
                            
                            100
                            %Richard
      A. Rappaport(2)
                              1900
      Avenue of the Stars, Suite 310
                              Los
      Angeles, CA 90067
                            
                            
                            14,192,780
                            (3)
                            
                            
                            100
                            %Anthony
      C. Pintsopoulos (4)
                              c/o
      WRASP 30, Inc.
                              4737
      North Ocean Drive, Suite 207
                              Lauderdale
      by the Sea, FL 33308
                            
                            
                            0
                            
                            
                            
                            0
                            %All
      Directors and Officers as a Group
                              (2
      individuals)
                            
                            
                            14,192,780
                            
                            
                            
                            100
                            %


13





(1)
              Includes
      7,096,390 shares of Common Stock and a warrant to purchase 7,096,390
      shares of Common Stock.


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


(3)
              Includes
      7,096,390 shares of Common Stock and a warrant to purchase 7,096,390
      shares of Common Stock owned by WestPark Capital Financial Services,
      LLC.  Mr. Rappaport, as Chief Executive Officer and Chairman of
      WestPark Capital, may be deemed to be the indirect beneficial owner of
      these securities since he has sole voting and investment control over the
      securities.


(4)
              Anthony
      Pintsopoulos serves as Secretary, Chief Financial Officer and director of
      the Company. Mr. Pintsopoulos is also the President and Chief Financial
      Officer of WestPark Capital.





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





Item
13. Certain Relationships and Related Transactions.





Except as
otherwise indicated herein, there have been no related party transactions, or
any other transactions or relationships required to be disclosed pursuant to
Item 404 of Regulation S-K.





Item
14.  Principal Accounting Fees and Services





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





Audit
Fees





The
aggregate fees billed by AJ. Robbins for professional services rendered for the
audit of our annual financial statements and review of financial statements
included in our quarterly reports on Form 10-Q or services that are normally
provided in connection with statutory and regulatory filings were $18,550 for
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, 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, 2009.


14





All
Other Fees





There
were no fees billed by AJ. Robbins for other products and services for 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
      Sheet
                
                F-3Statements
      of Operations
                
                F-4Statement
      of Changes in Stockholder’s Equity (Deficit)
                
                F-5Statements
      of Cash Flows
                
                F-6Notes
      to Financial Statements
                
                F-7








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





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





Exhibit
              
              Description*3.1
              
              Certificate
      of Incorporation*3.2
              
              By-laws14.1
              
              Corporate
      Code of Ethics and Conduct, adopted January 26, 201031.1
              
              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,
200931.2
              
              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,
200932.1
              
              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, as filed
      with the Securities and Exchange Commission on July 31, 2009 and
      incorporated herein by this
reference.


15


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.





WRASP 31,
      INC.Dated:
      February 2, 2010
                        By:
                        /s/  Richard A.
      RappaportRichard
      A. RappaportPresidentPrincipal
      Executive OfficerDated:
      February 2, 2010
                        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
      2, 2010Richard
      A. Rappaport/s/ Anthony C. Pintsopoulos
            
            Secretary,
      Chief Financial
            
            February
      2, 2010Anthony
      C. Pintsopoulos
            
            Officer
      and Director


16