FORM
10-Q


U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
quarterly period ended June 30, 2009





OR





 ̈
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
transition period from ________ to ________





Commission
file number 000-51474





SRKP 5,
Inc.


(Exact
name of registrant as specified in its charter)





Delaware
              
              20-2903252(State
      or other jurisdiction
              
              (I.R.S.
      Employer Identification Number)of
      incorporation or organization)





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)





No
change


(Former
name, former address and former fiscal year, if changed since last
report)





Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 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  ̈.





Indicate by check mark 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  ̈ No  ̈





Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, or a
non-accelerated file.  See definition of accelerated filer and large
accelerated filer 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)





Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).  Yes x No  ̈.




APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING


THE
PRECEDING FIVE YEARS:





Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by Sections
12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. Yes  ̈ No  ̈.





APPLICABLE
ONLY TO CORPORATE ISSUERS





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 3,857,150 shares of common stock, par
value $.0001 per share, outstanding as of July 29, 2009.





SRKP
5, INC.





-
INDEX -





PagePART
      I – FINANCIAL INFORMATION:Item
      1.
                Financial
      Statements:
                1Balance
      Sheets as of June 30, 2009 (Unaudited) and December 31,
    2008
                2Statements
      of Operations (Unaudited) for the Three and Six Months Ended June 30, 2009
      and June 30, 2008, and for the Cumulative Period from May 24, 2005(Inception)
      to June 30, 2009
                3Statements
      of Cash Flows (Unaudited) for the Six Months Ended June 30, 2009 and June
      30, 2008, and for the Cumulative Period from May 24, 2005(Inception)
      to June 30, 2009
                4Notes
      to Financial Statements
                5Item
      2.
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                8Item
      3.
                Quantitative
      and Qualitative Disclosures About Market Risk
                11Item
      4.
                Controls
      and Procedures
                11PART II – OTHER
      INFORMATION:Item
      1.
                Legal
      Proceedings
                11Item 1A.
                Risk
      Factors
                11Item
      2.
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                11Item
      3.
                Defaults
      Upon Senior Securities
                12Item
      4.
                Submission
      of Matters to a Vote of Security Holders
                12Item
      5.
                Other
      Information
                12Item
      6.
                Exhibits
                12Signatures
                13







PART I – FINANCIAL
INFORMATION





Item
1.  Financial Statements.





The
accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
in accordance with the instructions for Form 10-Q.  Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.





In the
opinion of management, the financial statements contain all material
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the financial condition, results of operations, and cash flows of
the Company for the interim periods presented.





The
results for the period ended June 30, 2009 are not necessarily indicative of the
results of operations for the full year. These financial statements and related
footnotes should be read in conjunction with the financial statements and
footnotes thereto included in the Company’s Form 10-K filed with the Securities
and Exchange Commission for the period ended December 31, 2008.


1





SRKP
5, INC.


(A
Development Stage Company)


BALANCE
SHEETS





June
      30,
                      
                      
                      December
      31,2009
                      
                      
                      2008(Unaudited)ASSETSCURRENT
      ASSETS:Cash
                      
                      $
                      13,605
                      
                      
                      $
                      21,864LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIES:Due
      to Stockholders
                      
                      $
                      67,500
                      
                      
                      $
                      67,500COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      EQUITY (DEFICIT):Preferred
      stock, $.0001 par value 10,000,000 shares authorized, none
      issued
                      
                      
                      —
                      
                      
                      
                      —Common
      stock, $.0001 par value 100,000,000 shares authorized, 3,857,150 issued
      and outstanding, respectively
                      
                      
                      386
                      
                      
                      
                      386Additional
      paid-in capital
                      
                      
                      53,176
                      
                      
                      
                      53,176(Deficit)
      accumulated during development stage
                      
                      
                      (107,457
                      )
                      
                      
                      (99,198
                      )Total
      Stockholders' Equity (Deficit)
                      
                      
                      (53,895
                      )
                      
                      
                      (45,636
                      )$
                      13,605
                      
                      
                      $
                      21,864





SEE
ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS


2





SRKP
5, INC.


(A
Development Stage Company)


STATEMENTS
OF OPERATIONS


(Unaudited)





Cumulative fromThree Months
                
                
                Three Months
                
                
                Six Months
                
                
                Six Months
                
                
                May 24, 2005Ended
                
                
                Ended
                
                
                Ended
                
                
                Ended
                
                
                (Inception) toJune 30, 2009
                
                
                June 30, 2008
                
                
                June 30, 2009
                
                
                June 30, 2008
                
                
                June 30, 2009REVENUE
                
                $
                —
                
                
                $
                —
                
                
                $
                —
                
                
                $
                —
                
                
                $
                —EXPENSES
                
                
                3,950
                
                
                
                1,933
                
                
                
                8,259
                
                
                
                6,932
                
                
                
                107,457NET
      (LOSS)
                
                $
                (3,950
                )
                
                $
                (1,933
                )
                
                $
                (8,259
                )
                
                $
                (6,932
                )
                
                $
                (107,457
                )NET
      (LOSS) PER COMMON SHARE-BASIC
                
                $
                
                *
                
                $
                
                *
                
                $
                
                *
                
                $
                
                *WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
                
                
                3,857,150
                
                
                
                3,857,150
                
                
                
                3,857,150
                
                
                
                3,857,150





*
Less than $.01





SEE
ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS




3





SRKP
5, INC.


(A
Development Stage Company)


STATEMENTS
OF CASH FLOWS


(Unaudited)





Cumulative fromSix Months
                
                
                Six Months
                
                
                May 24, 2005Ended
                
                
                Ended
                
                
                (Inception) toJune 30, 2009
                
                
                June 30, 2008
                
                
                June 30, 2009CASH
      FLOWS (TO) OPERATING ACTIVITIES:Net
      (loss)
                
                $
                (8,259
                )
                
                $
                (6,932
                )
                
                $
                (107,457
                )Net
      Cash (Used In) Operating Activities
                
                
                (8,259
                )
                
                
                (6,932
                )
                
                
                (107,457
                )CASH
      FLOWS FROM (TO) FINANCING ACTIVITIES:Common
      stock issued for cash
                
                
                -
                
                
                
                -
                
                
                
                37,954Warrants
      issued for cash
                
                
                -
                
                
                
                -
                
                
                
                17,858Advances
      from Stockholders
                
                
                -
                
                
                
                15,000
                
                
                
                84,975Repurchase
      of common stock for cash
                
                
                -
                
                
                
                -
                
                
                
                (2,250
                )Repayment
      of Stockolders' advances
                
                
                -
                
                
                
                -
                
                
                
                (17,475
                )Net
      Cash Provided by Financing Activities
                
                
                -
                
                
                
                15,000
                
                
                
                121,062NET
      INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS:
                
                
                (8,259
                )
                
                
                8,068
                
                
                
                13,605CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                
                
                21,864
                
                
                
                5,791
                
                
                
                -CASH
      AND CASH EQUIVALENTS, END OF PERIOD
                
                $
                13,605
                
                
                $
                13,859
                
                
                $
                13,605





SEE
ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS


4




SRKP
5, INC.


(A
Development Stage Company)


NOTES TO FINANCIAL STATEMENTS





NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





History


SRKP 5,
Inc. (the Company), a development stage company, was organized under the laws of
the State of Delaware on May 24, 2005.  The Company is in the
development stage as defined in Financial Accounting Standards Board Statement
No. 7.  The fiscal year end is December 31.





Going Concern and Plan of
Operation


The
Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business.  The Company is in
the development stage and has negative working capital, negative stockholders’
equity, and has not earned any revenues from operations to date. These
conditions raise substantial doubt about its ability to continue as a going
concern.





The
Company is currently devoting its efforts to locating merger
candidates.  The Company's ability to continue as a going concern is
dependent upon its ability to develop additional sources of capital, locate and
complete a merger with another company, and ultimately, achieve profitable
operations. The accompanying financial statements do not include any adjustments
that might result from the outcome of these uncertainties.





Income
Taxes


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





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





Deferred Offering
Costs


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





Cash and Cash
Equivalents


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





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.


5


SRKP
5, INC.


(A
Development Stage Company)


NOTES TO FINANCIAL STATEMENTS





NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





Earnings per Common
Share


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





At June
30, 2009 and 2008, the only potential dilutive securities were 3,857,150
common stock warrants. Due to the net loss, none of the potentially dilutive
securities were included in the calculation of diluted earnings per share since
their effect would be anti-dilutive.





Use of Estimates in the
Preparation of Financial Statements


The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates and assumptions.





Recently Issued Accounting
Pronouncements


The
Company has adopted all recently issued accounting
pronouncements.  The adoption of the accounting pronouncements,
including those not yet effective, is not anticipated to have a material effect
on the financial position or results of operations of the Company.





NOTE
2 - STOCKHOLDERS' EQUITY





During
May 2005, the Company sold for $25,000 cash 2,700,000 shares of its $.0001 par
value common stock to various investors.





In August
2007, the Company redeemed and cancelled 243,000 shares of common stock from a
shareholder for $2,250, and sold 1,157,150 and 243,000 shares of Common Stock to
WestPark Capital Financial Services, LLC (WestPark) and a new shareholder,
respectively. The Company sold such shares of Common Stock to WestPark, an
affiliate of our officers and directors, for an aggregate purchase price equal
to $10,704. The new shareholder purchased his shares of Common Stock for an
aggregate purchase price equal to $2,250.





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





As of
June 30, 2009, the Company has 3,857,150 shares of Common Stock issued and
outstanding.


6


SRKP
5, INC.


(A
Development Stage Company)


NOTES TO FINANCIAL STATEMENTS





NOTE
3 - RELATED PARTY TRANSACTIONS




The
Company neither owns nor leases any real or personal property. Most office
services are provided at a nominal charge by WestPark Capital.  The
Company’s President is also the Chief Executive Officer of WestPark Capital.
Such costs are material to the financial statements. The officers and directors
of the Company are involved in other business activities and may, in the future,
become involved in other business opportunities that become
available.  Such persons may face a conflict in selecting between the
Company and their other business interests. The Company has not formulated a
policy for the resolution of such conflicts.





NOTE
4 - DUE TO STOCKHOLDERS





Since
inception certain stockholders have advanced the Company $84,975 to pay for
operating expenses, of which, $17,475 has been repaid. These funds have been
advanced interest free, are unsecured, and are due on
demand.


7


Item
2.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations.





Forward
Looking Statement Notice





Certain
statements made in this Quarterly Report on Form 10-Q are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of SRKP 5, Inc.
(“we”, “us”, “our” or 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 Quarterly 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.





Description
of Business





The
Company was incorporated in the State of Delaware on May 24, 2005 and maintains
its principal executive office at 4737 North Ocean Drive, Suite 207, Lauderdale
by the Sea, FL 33308.  Since inception, the Company has been engaged
in organizational efforts and obtaining initial financing. The Company was
formed as a vehicle to pursue a business combination through the acquisition of,
or merger with, an operating business. The Company filed a registration
statement on Form 10-SB with the U.S. Securities and Exchange Commission (the
“SEC”) on August 3, 2005, and since its effectiveness, the Company has focused
its efforts to identify a possible business combination





The
Company, based on proposed business activities, is a “blank check” company. The
SEC defines those companies as "any development stage company that is issuing a
penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”),and
that has no specific business plan or purpose, or has indicated that its
business plan is to merge with an unidentified company or companies." Many
states have enacted statutes, rules and regulations limiting the sale of
securities of "blank check" companies in their respective jurisdictions. The
Company 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 Company currently does not engage
in any business activities that provide cash flow.  During the next
twelve months we anticipate incurring costs related to:


8


(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.





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.





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.





Liquidity
and Capital Resources





As of June 30, 2009, the Company had
assets equal to $13,605 comprised exclusively of cash.  This compares
with assets of $21,864 comprised exclusively of cash, as of December 31,
2008.  The Company’s current liabilities as of June 30, 2009 totaled
$67,500, comprised exclusively of monies due to stockholders.  This
compares to the Company’s current liabilities as of December 31, 2008 of $67,500
comprised exclusively of monies due to stockholders.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 six months ended June 30, 2009, the six months ended June 30,
2008 and for the cumulative period from May 24, 2005 (Inception) to June 30,
2009:


9





Six Months
                    Ended
                    June 30, 2009
                  
                  
                  Six Months
                    Ended
                    June 30, 2008
                  
                  
                  For the
                    Cumulative
                    Period from
                    May 24, 2005
                    (Inception) to
                    June 30, 2009Net
      Cash (Used in) Operating Activities
                  
                  $
                  (8,259
                  )
                  
                  $
                  (6,932
                  )
                  
                  $
                  (107,457
                  )Net
      Cash (Used in) Investing Activities
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Net
      Cash Provided by Financing Activities
                  
                  $
                  -
                  
                  
                  $
                  15,000
                  
                  
                  $
                  121,062Net
      Increase/(Decrease) in Cash and Cash Equivalents
                  
                  $
                  (8,259
                  )
                  
                  $
                  8,068
                  
                  
                  $
                  13,605





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





Results
of Operations





The
Company has not conducted any active operations since inception, except for its
efforts to locate suitable acquisition candidates. No revenue has been
generated by the Company from May 24, 2005 (Inception) to June 30,
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
three and six months ending June 30, 2009, the Company had a net loss of $3,950
and $8,259, respectively, comprised of legal, accounting, audit and other
professional service fees incurred in relation to the filing of the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2008 in
February of 2009 and Form 10-Q for the quarter ended March 31, 2009 filed in
April of 2009. This compares with a net loss of $1,933 and $6,932 for the three
and six months ended June 30, 2008, comprised of legal, accounting, audit and
other professional service fees incurred in relation to the filing of the
Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31,
2007 in March of 2008 and Form 10-Q for the quarter ended March 31, 2008 filed
in May of 2008.





For the
cumulative period from May 24, 2005 (Inception) to June 30, 2009, the Company
had a net loss of $107,457, comprised exclusively of legal, accounting, audit
and other professional service fees incurred in relation to the filing of the
Company’s Registration Statement on Form 10-SB in August of 2005 and the filing
of the Company’s Quarterly and Annual Reports on Form 10-QSB, Form 10-Q, Form
10-KSB, 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.


10


Item
3.  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
information required by this Item.





Item
4.  Controls and Procedures.





Evaluation
of Disclosure Controls and Procedures





We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed pursuant to the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules, regulations and related forms, and that
such information is accumulated and communicated to our principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.





As of
June 30, 2009, we carried out an evaluation, under the supervision and with the
participation of our principal executive officer and our principal financial
officer of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our principal executive
officer and our principal financial officer concluded that our disclosure
controls and procedures were effective as of the end of the period covered by
this report.





Changes
in Internal Controls





There have been no changes in our
internal controls over financial reporting during the quarter ended June 30,
2009 that have materially affected or are reasonably likely to materially affect
our internal controls.





PART II — OTHER
INFORMATION





Item
1.  Legal Proceedings.





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





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
information required by this Item.





Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds.





On August 3, 2007, the Company sold
1,157,150 and 243,000 shares of Common Stock to WestPark Capital Financial
Services, LLC (“WestPark”), a California limited liability company, and Charles
Frisco, respectively. The Company sold such shares of Common Stock to WestPark,
an affiliate of our officers and directors, for an aggregate purchase price
equal to $10,704 and pursuant to the terms and conditions contained in that
certain common stock purchase agreement by and between the Company and WestPark.
Mr. Frisco purchased his shares of Common Stock for an aggregate purchase price
of $2,250 and pursuant to the terms and conditions contained in that certain
common stock purchase agreement by and between the Company and Mr. Frisco. The
Company sold these shares of Common Stock to both WestPark and Mr. Frisco under
the exemption from registration provided by Section 4(2) of the Securities Act
of 1933, as amended (the “Securities Act”) and Regulation D promulgated
thereunder.


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On August
3, 2007, the Company conducted a private placement offering (the “Offering”),
whereby the Company offered and sold warrants (the “Warrants”) to purchase an
aggregate of 3,857,150 shares of Common Stock at an aggregate Offering price
equal to $17,859, pursuant to the terms and conditions set forth in that certain
warrant purchase agreement (the “Warrant Purchase Agreement”). The Company sold
the Warrants under the exemption from registration provided by Section 4(2) of
the Securities Act and Regulation D promulgated thereunder.





Item
3.   Defaults Upon Senior Securities.





None.





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





None.





Item 5.  Other
Information.





None.





Item
6.  Exhibits.





(a)  Exhibits
required by Item 601 of Regulation S-K.





Exhibit No.
              
              Description*3.1
              
              Certificate
      of Incorporation, as filed with the Delaware Secretary of State on May 24,
      2005.*3.2
              
              By-laws.31.1
              
              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 Quarterly
      Report on Form 10-Q for the quarter ended June 30,
2009.31.2
              
              Certification
      of the Company’s Principal Financial Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
      Report on Form 10-Q for the quarter ended June 30,
2009.32.1
              
              Certification
      of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
              
              Certification
      of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.





*
            Filed
      as an exhibit to the Company's Registration Statement on Form 10-SB, as
      filed with the SEC on August 3, 2005, and incorporated herein by this
      reference.


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SIGNATURES





Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.





SRKP
      5, INC.Dated:
      July 29, 2009
                By:
                /s/ Richard A. RappaportRichard A. RappaportPresident and DirectorPrincipal Executive OfficerDated:
      July 29, 2009
                By:
                /s/ Anthony C.
  PintsopoulosAnthony C. PintsopoulosSecretary, Chief Financial Officer and DirectorPrincipal Accounting OfficerPrincipal
      Financial Officer


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