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





 ̈ 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  ̈  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 no non-affiliate holders of common stock of the
Company.





APPLICABLE
ONLY TO CORPORATE REGISTRANTS





As of
February 22, 2011, 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, 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, the stockholder 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,
the stockholder 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 the stockholder 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
the  stockholder.





In the
case of an acquisition, the transaction may be accomplished upon the sole
determination of management without any vote or approval by the stockholder. In
the case of a statutory merger or consolidation directly involving the Company,
it will likely be necessary to call a stockholder's 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 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.





There are
presently no material pending legal proceedings to which the Company, any of its
subsidiaries, any executive officer, 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 the Company
to 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 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.


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 will be to complete the transactions contemplated by the
Share Exchange.  In the event the Company does not consummate the
transactions contemplated by the Share Exchange 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 stockholder,
management or other investors. As of the date of the period covered by this
report, the Company has $809 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 had contact and 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, 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, 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 $809, comprised exclusively
of cash.  This compares with assets of $859, comprised exclusively of
cash, as of December 31, 2009.  The Company’s current liabilities as
of December 31, 2010 totaled $64,500, comprised exclusively of monies due to a
stockholder.  This compares with liabilities of $40,000 comprised
exclusively of monies due to a stockholder, 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 year ended December 31,
2010, 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,
2010.





Fiscal Year
                  Ended
                  December 31,
                  2010
                
                
                For the Period
                  fromJune 4,
                  2009(Inception)
                  toDecember 31,
                  2009
                
                
                For the
                  Cumulative
                  Period from
                  June 4, 2009
                  (Inception) to
                  December 31,
                  2010Net
      Cash (Used in) Operating Activities
                
                $
                (24,550
                )
                
                $
                (46,641
                )
                
                $
                (71,191
                )Net
      Cash (Used in) Investing Activities
                
                
                -
                
                
                
                -
                
                
                
                -Net
      Cash Provided by Financing Activities
                
                $
                24,500
                
                
                $
                47,500
                
                
                $
                72,000Net
      Increase (Decrease) in Cash and Cash Equivalents
                
                $
                (50
                )
                
                $
                859
                
                
                $
                809





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, 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 $24,550,
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
period from June 4, 2009 (Inception) to December 31, 2009, the Company had a net
loss of $46,641, 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
cumulative period from June 4, 2009 (Inception) to December 31, 2010, the
Company had a net loss of $71,191 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 Reports and Annual Reports on Form 10-Q and Form
10-K, respectively.


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


WRASP
31, 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 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 sheets of WRASP 31, Inc. (a development stage
company) ("Company") as of December 31, 2010 and 2009, and the related
statements of operations, changes in stockholder’s equity (deficit) and cash
flows for the year ended December 31, 2010, for period from June 4, 2009
(inception) to December 31, 2009, and for the period from June 4, 2009
(inception) to December 31, 2010. 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 audits.




We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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 WRASP 31, Inc. as of December 31,
2010 and 2009, and the results of its operations and its cash flows for the year
ended December 31, 2010, for period from June 4, 2009 (inception) to December
31, 2009 and for the period from June 4, 2009 (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.




Denver,
Colorado


February
18, 2011




F-2





WRASP
31, INC.


(A
Development Stage Company)


BALANCE
SHEETS





December 31,
                
                
                December 31,2010
                
                
                2009ASSETSCURRENT
      ASSETS:Cash
                
                $
                809
                
                
                $
                859LIABILITIES
      AND STOCKHOLDER'S EQUITY (DEFICIT)CURRENT
      LIABILITIESDue
      to Shareholder
                
                $
                64,500
                
                
                $
                40,000COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDER'S
      EQUITY (DEFICIT):Preferred
      stock, $.0001 par value 10,000,000 shares authorized, none
      issued
                
                
                -
                
                
                
                -Common
      stock, $.0001 par value 100,000,000 shares authorized, 7,096,390 issued
      and outstanding
                
                
                710
                
                
                
                710Additional
      paid-in capital
                
                
                6,790
                
                
                
                6,790(Deficit)
      accumulated during development stage
                
                
                (71,191
                )
                
                
                (46,641
                )Total
      Stockholder's Equity (Deficit)
                
                
                (63,691
                )
                
                
                (39,141
                )$
                809
                
                
                $
                859





SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


F-3


WRASP
31, INC.


(A
Development Stage Company)


STATEMENTS
OF OPERATIONS





For the Year Ended
                    December 31, 2010
                  
                  
                  For the Period June
                    4,2009 (Inception) to
                    December 31, 2009
                  
                  
                  Cumulative from
                    June4, 2009
                    (Inception) to
                    December 31, 2010REVENUE
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -EXPENSES
                  
                  
                  24,550
                  
                  
                  
                  46,641
                  
                  
                  
                  71,191NET
      (LOSS)
                  
                  $
                  (24,550
                  )
                  
                  $
                  (46,641
                  )
                  
                  $
                  (71,191
                  )NET
      (LOSS) PER COMMON SHARE-BASIC
                  
                  
                  *
                  
                  
                  $
                  (0.01
                  )WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
                  
                  
                  7,096,390
                  
                  
                  
                  7,096,390*  Less
      than $.01





SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS




F-4




WRASP
31, INC.


(A
Development Stage Company)


STATEMENT
OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)





Common StockShares
                
                
                Amount
                
                
                Additional Paid
                  in Capital
                
                
                (Deficit)
                  AccumulatedDuring
                  DevelopmentStage
                
                
                Total
                  Stockholder's
                  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
                )Net
      (loss)
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (24,550
                )
                
                
                (24,550
                )Balances,
      December 31, 2010
                
                
                7,096,390
                
                
                $
                710
                
                
                $
                6,790
                
                
                $
                (71,191
                )
                
                $
                (63,691
                )





SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


F-5


WRASP
31, INC.


(A
Development Stage Company)


STATEMENTS
OF CASH FLOWS





For the YearEnded
                  December31, 2010
                
                
                For the PeriodJune
                  4,2009(Inception) to
                  December 31, 2009
                
                
                Cumulative from June
                  4,2009 (Inception) to
                  December 31, 2010CASH
      FLOWS (TO) OPERATING ACTIVITIES:Net
      income (loss)
                
                $
                (24,550
                )
                
                $
                (46,641
                )
                
                $
                (71,191
                )Net
      Cash (Used In) Operating Activities
                
                
                (24,550
                )
                
                
                (46,641
                )
                
                
                (71,191
                )CASH
      FLOWS FROM FINANCING ACTIVITIES:Advances
      from Stockholder
                
                
                24,500
                
                
                
                40,000
                
                
                
                64,500Common
      stock issued for cash
                
                
                -
                
                
                
                5,000
                
                
                
                5,000Warrants
      issued for cash
                
                
                -
                
                
                
                2,500
                
                
                
                2,500Net
      Cash Provided by Financing Activities
                
                
                24,500
                
                
                
                47,500
                
                
                
                72,000NET
      INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS:
                
                
                (50
                )
                
                
                859
                
                
                
                809CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                
                
                859
                
                
                
                -
                
                
                
                -CASH
      AND CASH EQUIVALENTS, END OF PERIOD
                
                $
                809
                
                
                $
                859
                
                
                $
                809





SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


F-6


WRASP
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 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


WRASP
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 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, 2009
through December 31, 2010 for U.S. Federal Income Tax and for the tax periods
ended December 31, 2009 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


WRASP
31, 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 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.





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 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 $64,500 to pay for operating
expenses. These funds have been advanced interest free, are unsecured, and are
due on demand.


F-9


WRASP
31, INC.


(A
Development Stage Company)


NOTES
TO FINANCIAL STATEMENTS





NOTE
5 - SUBSEQUENT EVENTS





Subsequent
to the year ended December 31, 2010, the Company received $2,500, from a
stockholder 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 5, 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., 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 5, 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., 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
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 as Exhibit
14.1to the Form 10-K filed with the Securities and Exchange Commission
on February 2, 2010.  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.


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 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
                          %





(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.


15


Item
13. Certain Relationships and Related Transactions.





Since
inception, an aggregate amount equal to approximately $64,500 (the “Advances”)
has been advanced by the Company’s stockholder 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 no cost 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 A. 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.





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 $18,550for 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.


16


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 Stockholder's Equity (Deficit)
                        
                        F-5Statements
      of Cash Flows
                        
                        F-6Notes
      to Financial Statements
                        
                        F-7











(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 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,
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


17


*
            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.





**
            Filed
      as an exhibit to the Company’s annual report on Form 10-K, as filed with
      the Securities and Exchange Commission on February 2,
  2010.


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.




WRASP
      31, 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