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


Washington,
      D.C. 20549





**Form
      10-KSB**





(Mark
      One)





**x ANNUAL
      REPORT
      UNDER SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      fiscal year ended December 31, 2005





**o TRANSITION
      REPORT
      UNDER SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      transition period from ______________ to ______________





*Commission
      File Number 000-51679*


_______________________________________________





**Samdrew
      IV, Inc.**





(Exact
      name of registrant as specified in its charter)


______________________________________________









Delaware
            03-0562653(State
                or other jurisdiction of incorporation
                or organization)
            (I.R.S.
                Employer Identification
                No.)970
                Browers Point Branch
            11598Hewlett
                Neck, NY
            (zip
                code)(Address
                of principal executive offices)


Registrant’s
                telephone number, including area code:
              (212)
                869-7000





_____________________________________________





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)












Indicate
      by Check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
      (or for such shorter period that the registrant was required to file such
      reports), and (2) has been subject to such filing requirements for the past
      90
      days. Yes x No
o.





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





Indicate
      by check mark if disclosure of delinquent filers in response to Item 405 of
      Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
      be contained, to the best of registrant's knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form
      10-KSB. o





Indicate
      by check mark whether the registrant is an accelerated filer (as defined in
      Rule
      12b-2 of the Act).


Yes o
      No x.





The
      Company’s revenues for fiscal year ended December 31, 2005 were $0.





As
      of
      March 29, 2006, there were 600,000 shares of common stock outstanding.





**DOCUMENTS
      INCORPORATED BY REFERENCE:**





**None**








**FORWARD-LOOKING
      STATEMENTS**





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




1







**PART
      I**





**Item
      1. Business.**







**Introduction**





Samdrew
      IV, Inc. (“we”, “us”, “our”, the “Company” or the “Registrant”) was incorporated
      in the State of Delaware on May 4, 2005. Since inception, the Company has been
      engaged in organizational efforts and obtaining initial financing. The Company
      was formed as a vehicle to pursue a business combination 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, based on proposed business activities, is a "blank check" company.
      The
      U.S. Securities and Exchange Commission (the “SEC”) defines those companies as
      "any development stage company that is issuing a penny stock, within the meaning
      of Section 3 (a)(51) of the Exchange Act of 1934, as amended, (the “Exchange
      Act”) and that has no specific business plan or purpose, or has indicated that
      its business plan is to merge with an unidentified company or companies." Many
      states have enacted statutes, rules and regulations limiting the sale of
      securities of "blank check" companies in their respective jurisdictions. The
      Company, as defined in Rule 12b-2 under the Exchange Act, also is a “shell
      company,” defined as a company with no or nominal assets (other than cash) and
      no or nominal operations. Management does not intend to undertake any efforts
      to
      cause a market to develop in our securities, either debt or equity, until we
      have successfully concluded a business combination. The Company intends to
      comply with the periodic reporting requirements of the Exchange Act for so
      long
      as we are subject to those requirements.





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





**Competition**





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




2





**Employees**





The
      Company currently has no employees.





**RISK
      FACTORS**





An
      investment in our securities is highly speculative and subject to numerous
      and
      substantial risks. These risks include those set forth below and elsewhere
      in
      this Form 10-KSB. Readers are encouraged to review these risks carefully before
      making any investment decision.





**There
      may be conflicts of interest between us, our management and our
      stockholders.**





Conflicts
      of interest create the risk that management may have an incentive to act
      adversely to the interests of other investors. A conflict of interest may arise
      between our management's personal pecuniary interest and its fiduciary duty
      to
      our stockholders. Further, our management's own pecuniary interest may at some
      point compromise its fiduciary duty to our stockholders. In addition, David
      N.
      Feldman, our President, Secretary and sole director, Melvin F. Lazar, our Chief
      Executive Officer and Chief Financial Officer, and Kenneth Rind, a control
      stockholder, are all currently involved with other blank check companies and
      conflicts in the pursuit of business combinations with such other blank check
      companies with which they and other members of our management are, and may
      be
      the future be, affiliated with may arise. If we and the other blank check
      companies that our officers and sole director are affiliated with desire to
      take
      advantage of the same opportunity, then those officer and director that is
      affiliated with both companies would abstain from voting upon the opportunity.





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





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





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





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




3





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





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





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





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





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




While
      seeking a business combination, management anticipates devoting no more than
      a
      few hours per week to the Company's affairs in total. Our officers have not
      entered into written employment agreements with us and are not expected to
      do so
      in the foreseeable future. This limited commitment may adversely impact our
      ability to identify and consummate a successful business
      combination.





**The
      time and cost of preparing a private company to become a public reporting
      company may preclude us from entering into a merger or acquisition with the
      most
      attractive private companies.**





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





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





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




4





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





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





**There
      is currently no trading market for our common stock.**





Outstanding
      shares of our common stock cannot be offered, sold, pledged or otherwise
      transferred unless subsequently registered pursuant to, or exempt from
      registration under, the Securities Act of 1933, as amended (the “Securities
      Act”) and any other applicable federal or state securities laws or regulations.
      These restrictions will limit the ability of our stockholders to liquidate
      their
      investment. Further, shares of our common stock cannot be sold under the
      exemptions from registration provided by Rule 144 under or Section 4(1) of
      the
      Securities Act, in
      accordance with the letter from Richard K. Wulff, Chief
      of
      the Office of Small Business Policy of the Securities and Exchange Commission’s
      Division of Corporation Finance ,
      to Ken
      Worm of NASD Regulation, Inc., dated January 21, 2000.





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





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





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





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




5





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





Our
      Certificate of Incorporation authorizes the issuance of a maximum of
      40,000,000 shares of common stock and a maximum of 10,000,000 shares of
      preferred stock. Any merger or acquisition effected by us may result in the
      issuance of additional securities without stockholder approval and may result
      in
      substantial dilution in the percentage of our common stock held by our then
      existing stockholders. Moreover, the common stock issued in any such merger
      or
      acquisition transaction may be valued on an arbitrary or non-arm’s-length basis
      by our management, resulting in an additional reduction in the percentage of
      common stock held by our then existing stockholders. Our Board
      of
      Directors has the power to issue any or all of such authorized but unissued
      shares without stockholder approval. To the extent that additional shares of
      common stock or preferred stock are issued in connection with a business
      combination or otherwise, dilution to the interests of our stockholders will
      occur and the rights of the holders of common stock might be materially and
      adversely affected.





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





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





**The
      Company has conducted no market research or identification of business
      opportunities, which may affect our ability to identify a business to merge
      with
      or acquire.**





The
      Company has neither conducted nor have others made available to us results
      of
      market research concerning prospective business opportunities. Therefore, we
      have no assurances that market demand exists for a merger or acquisition as
      contemplated by us. Our management has not identified any specific business
      combination or other transactions for formal evaluation by us, such that it
      may
      be expected that any such target business or transaction will present such
      a
      level of risk that conventional private or public offerings of securities or
      conventional bank financing will not be available. There is no assurance that
      we
      will be able to acquire a business opportunity on terms favorable to us.
      Decisions as to
      which
      business opportunity to participate in will be unilaterally made by our
      management, which may act without the consent, vote or approval of our
      stockholders.





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





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




6




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




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





**There
      is no public market for our common stock, nor have we ever paid dividends on
      our
      common stock.**





There
      is
      no public trading market for our common stock and none is expected to develop
      in
      the foreseeable future unless and until the Company completes a business
      combination with an operating business and such business files a registration
      statement under the Securities Act. Additionally, we have never paid dividends
      on our common stock and do not presently intend to pay any dividends in the
      foreseeable future. We anticipate that any funds available for payment of
      dividends will be re-invested into the Company to further its business strategy.





**Authorization
      of preferred stock.**





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
      of preferred stock with designations, rights and preferences determined from
      time to time by its Board of Directors. Accordingly, our Board of Directors
      is
      empowered, without stockholder approval, to issue preferred stock with dividend,
      liquidation, conversion, voting, or other rights which could adversely affect
      the voting power or other rights of the holders of the common stock. In the
      event of issuance, the preferred stock could be utilized, under certain
      circumstances, as a method of discouraging, delaying or preventing a change
      in
      control of the Company. Although we have no present intention to issue any
      shares of its authorized preferred stock, there can be no assurance that the
      Company will not do so in the future.





**Item
      2. Property.**





The
      Company neither rents nor owns any properties. 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.**





The
      Company is not party to any legal proceedings nor is it aware of any
      investigation, claim or demand made on the Company that may reasonably result
      in
      any legal proceedings.




7








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





None.





**PART
      II**





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





**Common
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 40,000,000 shares
      of common stock, par value $.0001 per share (the “Common Stock”). The Common
      Stock is not listed on a publicly-traded market. As of March 29, there are
      three
      holders of record of the Common Stock and 6000,000 shares of Common Stock issued
      and outstanding.





**Preferred
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
      of preferred stock, par value $.0001 per share (the “Preferred Stock”). The
      Company has not yet issued any of its preferred stock.




**Dividend
      Policy**





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





**Recent
      Sales of Unregistered Securities**





On
      March
      8, 2006, the Registrant issued 300,000 shares of Common Stock to Barbra Barth
      Feldman and Kenneth Rind for an aggregate purchase price of $200. On May 4,
      2005, the Registrant issued 300,000 shares of Common Stock to Barbra Barth
      Feldman and Melvin F. Lazar, for an aggregate purchase price of $30. The
      Registrant sold these shares of Common Stock under the exemption from
      registration provided by Section 4(2) of the Securities Act.





All
      purchasers represented in writing that they acquired the securities for their
      own accounts. A legend was placed on the stock certificates stating that the
      securities have not been registered under the Securities Act and cannot be
      sold
      or otherwise transferred without an effective registration or an exemption
      therefrom, but may not be sold pursuant to the exemptions provided by Section
      4(1) of the Securities Act or Rule 144 under the Securities Act, in accordance
      with the letter from Richard K. Wulff, Chief
      of
      the Office of Small Business Policy of the Securities and Exchange Commission’s
      Division of Corporation Finance ,
      to Ken
      Worm of NASD Regulation, Inc., dated January 21, 2000.




8




**Debt
      Securities**





On
      September 21, 2005, the Company issued a 4% promissory note payable for $9,985,
      to Mr. Lazar, an officer and significant stockholder of the Company (the
“September Note”). On March 8, 2006, the Company issued a 4% promissory note
      payable for $5,000 each to Melvin F. Lazar and Kenneth Rind, who is also a
      significant stockholders of the Company (the “ March Notes”, and together with
      the September Note, the “Notes”). The Notes and all accrued interest mature upon
      completion of a merger, and if no merger is consummated, then the September
      Note
      will mature on August 31, 2010 and the March Notes will mature on December
      31,
      2010.





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





**Plan
      of Operation**





The
      Company has not realized any revenues from operations since inception, and
      its
      plan of operation for the next twelve months shall be to locate a suitable
      acquisition or merger candidate and consummate a business combination. The
      Company may need additional cash advances from stockholders to pay for operating
      expenses until the Company consummates the merger with a privately-held company.
      Although it is currently anticipated that the Company can satisfy its cash
      requirements with additional cash advances, if needed, for at least the next
      twelve months, the Company can provide no assurance that it can continue to
      satisfy its cash requirements for such period.





**Results
      of Operations**





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




9







**Item
      7. Financial Statements.**








**SAMDREW
      IV, INC.**


**A
      DEVELOPMENT STAGE COMPANY**


**DECEMBER
      31, 2005**








**-
      TABLE OF CONTENTS -**






PageReport
                of Independent Registered Public Accounting Firm
            F
                -
                1Financial
                Statements:Balance
                Sheet as of December 31, 2005
            F
                -
                2Statement
                of Operations for the Period from Inception (May 4, 2005)
                through
                December 31, 2005
            F
                -
                3Statement
                of Stockholders’ Deficiency for the Period from Inception (May 4, 2005)
                through
                December 31, 2005
            F
                -
                4Statement
                of Cash Flows for the Period from Inception (May 4, 2005) through
                December 31, 2005
            F
                -
                5Notes
                to Financial Statements
            F
                -
                6 – F - 10




10


**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**











To
      the
      Board of Directors


Samdrew
      IV, Inc.


A
      Development Stage Company








We
      have
      audited the accompanying balance sheet of Samdrew IV, Inc., a development stage
      company, as of December 31, 2005, and the related statements of operations,
      stockholders' deficiency, and cash flows for the period from May 4, 2005
      (inception) through December 31, 2005. These financial statements are the
      responsibility of the Company’s management. Our responsibility is to express an
      opinion on these financial statements based on our audit.




We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audit provides a
      reasonable basis for our opinion.




In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Samdrew IV, Inc., a development
      stage company, as of December 31, 2005 and the results of its operations and
      its
      cash flows for the period May 4, 2005 (inception) through December 31, 2005,
      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 has a deficit accumulated during the development stage
      and a net capital deficiency, which raises substantial doubt about its ability
      to continue as a going concern. Management's plans regarding those matters
      are
      also described in Note 1. The financial statements do not include any
      adjustments that might result from the outcome of this uncertainty.








/s/
      Raich
      Ende Malter & Co. LLP








**RAICH
      ENDE MALTER & CO. LLP**


East
      Meadow, New York


March
      30,
      2006




F-1





**SAMDREW
      IV, INC.**


**A
      Development Stage Company**


**BALANCE
      SHEET**


**DECEMBER
      31, 2005**






**ASSETS****CURRENT
                ASSETS:**Cash
                and cash equivalents
            
            $
            7,000**TOTAL
                ASSETS**
            
            $
            7,000**LIABILITIES
                AND STOCKHOLDERS’ DEFICIENCY****CURRENT
                LIABILITIES:**Accrued
                expenses
            
            $
            5,590**LONG
                TERM LIABILITIES:**Loan
                from stockholder
            
            
            9,985**TOTAL
                LIABILITIES**
            
            
            15,575**STOCKHOLDERS’
                DEFICIENCY:**Preferred
                stock, $.0001 par value; 10,000,000 shares authorized; none issued
                and
                outstanding
            
            
            -Common
                stock, $.0001 par value; 40,000,000 shares authorized; 300,000 issued
                and
                outstanding
            
            
            30Additional
                paid-in capital
            
            
            13,375Stock
                subscription receivable
            
            
            (15
            )Deficit
                accumulated during the development stage
            
            
            (21,965
            )**TOTAL
                STOCKHOLDERS’ DEFICIENCY**
            
            
            (8,575
            )**TOTAL
                LIABILITIES AND STOCKHOLDERS’ DEFICIENCY**
            
            $
            7,000







**See
      notes to financial statements.**




F-2







**SAMDREW
      IV, INC.**


**A
      Development Stage Company**


**STATEMENT
      OF OPERATIONS**


**For
      the Period May 4, 2005 (Inception) Through December 31,
      2005**





**REVENUE**
            
            $
            -General
                and administrative expenses
            
            
            (21,855
            )**LOSS
                BEFORE OTHER EXPENSES**
            
            
            (21,855
            )**OTHER
                EXPENSES:**Interest
                expense
            
            
            (110
            )**NET
                LOSS**
            
            $
            (21,965
            )**BASIC
                AND DILUTED NET LOSS PER SHARE**
            
            $
            (.07
            )**WEIGHTED
                AVERAGE NUMBER OF COMMON SHARES OUTSTANDING**
            
            
            300,000









































**See
      notes to financial statements.**




F-3





**SAMDREW
      IV, INC.**


**A
      Development Stage Company**


**STATEMENT
      OF STOCKHOLDERS’ DEFICIENCY**


**For
      the Period May 4, 2005 (Inception) Through December 31,
      2005**






(Deficit)AccumulatedAdditional
            
            
            Stock
            
            
            During
                thePreferred
                Stock
            
            
            Common
                Stock
            
            
            Paid
                -in
            
            
            Subscription
            
            
            Development
            
            
            Stockholders'Shares
            
            
            Amount
            
            
            Shares
            
            
            Amount
            
            
            Capital
            
            
            Receivable
            
            
            Stage
            
            
            Deficiency**BBALANCE
                AT MAY 4, 2005, INCEPTION**
            
            
            -
            
            $
            -
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Issuance
                of common stock at $.0001
            
            
            -
            
            
            -
            
            
            300,000
            
            
            30
            
            
            -
            
            
            (15
            )
            
            -
            
            
            15Fair
                market value of services provided
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            13,375
            
            
            -
            
            
            -
            
            
            13,375Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (21,965
            )
            
            (21,965
            )**BBALANCE
                AT DECEMBER 31, 2005**
            
            
            -
            
            $
            -
            
            
            300,000
            
            $
            30
            
            $
            13,375
            
            $
            (15
            )
            $
            (21,965
            )
            $
            (8,575
            )













**See
      notes to financial statements.**




F-4





**SAMDREW
      IV, INC.**


**A
      Development Stage Company**


**STATEMENT
      OF CASH FLOWS**


**For
      the Period May 4, 2005 (Inception) Through December 31,
      2005**





**CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                loss
            
            $
            (21,965
            )Adjustments
                to reconcile net (loss) to net cash provided by operating
                activities:Fair
                market value of services provided
            
            
            13,375Increase
                in accrued expenses
            
            
            5,590**Net
                cash provided by operating activities**
            
            
            (3,000
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Proceeds
                from issuance of common stock
            
            
            15Proceeds
                from stockholder loan
            
            
            9,985**Net
                cash provided by financing activities**
            
            
            10,000**NET
                INCREASE IN CASH AND CASH EQUIVALENTS**
            
            
            7,000Cash
                and cash equivalents at beginning of period
            
            
            -**CASH
                AND CASH EQUIVALENTS AT END OF PERIOD**
            
            $
            7,000**Supplemental
                Disclosures of Cash Flow Information**Noncash
                Financing Activities:Stock
                subscription receivable
            
            $
            15Fair
                market value of services provided in exchange for additional paid
                in
                capital
            
            $
            13,375Cash
                paid for interest
            
            $
            -



























**See
      notes to financial statements.**




F-5





**SAMDREW
      IV, INC.**


**A
      Development Stage Company**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005**





**NOTE
      1 -**  **ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:**





***(a)***  ***Organization
      and Business:***





Samdrew
      IV, Inc. (the Company) was incorporated in the state of Delaware on May 4,
      2005
      for the purpose of raising capital that is intended to be used in connection
      with its business plans which may include a possible merger, acquisition or
      other business combination with an operating business.





The
      Company is currently in the development stage. All
      activities of the Company to date relate to its organization, initial funding
      and share issuances.




*(b) ***Basis
      of Presentation:****


The
      accompanying financial statements have been prepared assuming the Company will
      continue as a going concern. At December 31, 2005, the Company has a
      stockholders’ deficiency of $8,575 and an accumulated deficit of $21,965.
      Management plans to issue more shares of common stock in order to raise
      funds.




*(c)  ***Use
      of Estimates:****




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




*(d)  ***Cash
      and Cash Equivalents:****




For
      purposes of the statement of cash flows, the Company considers highly liquid
      financial instruments purchased with a maturity of three months or less to
      be
      cash equivalents.




*(e)  ***Income
      Taxes:****


The
      Company utilizes the liability method of accounting for income taxes. Under
      the
      liability method deferred tax assets and liabilities are determined based on
      the
      differences between financial reporting basis and the tax basis of the assets
      and liabilities and are measured using enacted tax rates and laws that will
      be
      in effect, when the differences are expected to reverse. An allowance against
      deferred tax assets is recognized, when it is more likely than not, that such
      tax benefits will not be realized.




F-6








**SAMDREW
      IV, INC.**


**A
      Development Stage Company**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005**





**NOTE
      1 -**  **ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**


**(Continued):**





***(f)***
            ***Loss
                per Common Share:***





Basic
      loss per share is calculated using the weighted-average number of common shares
      outstanding during each reporting period. Diluted loss per share includes
      potentially dilutive securities such as outstanding options and warrants, using
      various methods such as the treasury stock or modified treasury stock method
      in
      the determination of dilutive shares outstanding during each reporting period.
      The Company does not have any potentially dilutive instruments.





***(g)***
            ***Fair
                Value of Financial
                Instruments:***





The
      carrying value of cash equivalents and accrued expenses approximates fair value
      due to the short period of time to maturity. The stockholder loan approximates
      fair value based on market rates available to the Company for financing with
      similar terms.





**NOTE
      2 -**  **LOAN
      FROM STOCKHOLDER:**





On
      September 21, 2005, the Company entered into a loan agreement with one of its
      controlling stockholders in the amount of $9,985. This loan accrues interest
      at
      a rate of 4.00% until a merger is completed. The loan shall be repaid in full
      upon the completion of the merger, and if not, the loan will mature in five
      years.





**NOTE
      3 -**  **CAPITAL
      STOCK:**





The
      total
      number of shares of capital stock which the Company shall have authority to
      issue is fifty million (50,000,000). These shares shall be divided into two
      classes with 40,000,000 shares designated as common stock at $.0001 par value
      (the “Common Stock”) and 10,000,000 shares designated as preferred stock at
      $.0001 par value (the “Preferred Stock”). The Preferred stock of the Company
      shall be issued by the Board of Directors of the Company in one or more classes
      or one or more series within any class and such classes or series shall have
      such voting powers, full or limited, or no voting powers, and such designations,
      preferences, limitations or restrictions as the Board of Directors of the
      Company may determine, from time to time.





Holders
      of shares of Common stock shall be entitled to cast one vote for each share
      held
      at all stockholders' meetings for all purposes, including the election of
      directors. The Common Stock does not have cumulative voting rights.





No
      holder
      of shares of stock of any class shall be entitled as a matter of right to
      subscribe for or purchase or receive any part of any new or additional issue
      of
      shares of stock of any class, or of securities convertible into shares of stock
      of any class, whether now hereafter authorized or whether issued for money,
      for
      consideration other than money, or by way of dividend.





On
      May 4,
      2005, the Company issued 300,000 shares of Common stock at a purchase price
      of


$.0001
      per share, for an aggregate purchase price of $30.




F-7





**SAMDREW
      IV, INC.**


**A
      Development Stage Company**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005**





**NOTE
      4 -**  **RELATED
      PARTIES:**





A
      50%
      stockholder of the Company is affiliated with Lazar Levine & Felix LLP, an
      entity providing bookkeeping services to the Company. Their fees for services
      amounted to $3,000 for the period ended December 31, 2005 and are included
      in
      accrued expenses. ****





An
      officer and director of the Company is affiliated with Feldman Weinstein LLP,
      an
      entity providing legal services to the Company at no cost. The Company recorded
      the fair value of such legal services to reflect all the costs of doing business
      in the Company’s financial statements.





**NOTE
      5 -**  **INCOME
      TAXES:**





The
      provision for (benefit from) income taxes consists of the following for the
      Period May 4, 2005 (inception) to December 31, 2005.





For
                the Period May 4, 2005 (Inception) to December 31, 2005Current:Federal
            
            $
            -Deferred
                tax asset:Federal
            
            
            3,295Valuation
                allowance
            
            
            (3,295
            )$
            -





The
      Company has approximately $3,300 in gross deferred tax assets at December 31,
      2005, resulting from net operating loss carryforwards. A valuation allowance
      has
      been recorded to fully offset these deferred tax assets because the future
      realization of the related income tax benefits is uncertain. At December 31,
      2005, the Company has federal net operating loss carryforwards of approximately
      $22,000 available to offset future taxable income through 2025.





The
      difference between the tax provision at the statutory federal income tax rate
      and the tax provision attributable to loss before income taxes is as
      follows:





For
                the Period May 4, 2005 (Inception) to December 31, 2005Statutory
                federal income tax rate
            
            
            (15
            %)Valuation
                allowance
            
            
            15
            %Income
                tax rate
            
            
            0
            %




F-8







**SAMDREW
      IV, INC.**


**A
      Development Stage Company**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005**





**NOTE
      6 -**  **RECENT
      ACCOUNTING PRONOUNCEMENTS:**





In
      December 2004, the Financial Accounting Standards Board (“FASB”) issued
      Statement No. 153 “Exchange of Non-monetary Assets - an amendment of APB Opinion
      No. 29”. Statement 153 eliminates the exception for nonmonetary exchanges of
      similar productive assets and replaces it with a general exception for exchanges
      of nonmonetary assets that do not have commercial substance, defined as
      transactions that are not expected to result in significant changes in the
      cash
      flows of the reporting entity. This standard, which is effective for exchanges
      of nonmonetary assets occurring in fiscal periods beginning after June 15,
      2005,
      is not applicable to the Company’s current operations.





In
      December 2004, FASB issued Statement No. 123 (revised 2004), “Share-Based
      Payment” SFAS 123 (revised 2004), effective for public entities that file as
      small business issuers as of the beginning of the first interim or annual
      reporting period that begins after December 15, 2005. This Statement is a
      revision of FASB Statement No. 123, “Accounting for Stock-Based Compensation,”
and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees,”
and its related implementation guidance. SFAS 123 (revised 2004) eliminates
      the
      alternative to use Opinion No. 25’s intrinsic value method of accounting that
      was provided in Statement 123 as originally issued. Under Opinion 25, issuing
      stock options to employees generally resulted in recognition of no compensation
      cost. This Statement requires entities to recognize the cost of employee
      services received in exchange for awards of equity instruments based on the
      grant-date fair value of those awards (with limited exceptions). Recognition
      of
      that compensation cost helps users of financial statements to better understand
      the economic transactions affecting an entity and to make better resource
      allocation decisions. The Company is required to adopt Statement 123 (revised
      2004) as of January 1, 2006, and does not expect this statement to have a
      material effect on its results of operations.





In
      May
      2005, FASB issued SFAS No. 154, “Accounting Changes and Error Corrections - a
      Replacement of APB Opinion No. 20 (Accounting Changes) and FASB No. 3 (Reporting
      Accounting Changes in Interim Financial Statements),” that changes requirements
      for the accounting for and reporting of a change in accounting principle. This
      Statement requires retrospective application to prior periods’ financial
      statements of changes in accounting principle unless it is impracticable to
      determine either the period-specific effects or the cumulative effect of the
      change. When it is impracticable to determine the period-specific effects of
      an
      accounting change on one or more individual prior periods presented, this
      Statement requires that the new accounting principle be applied to the balances
      of assets and liabilities as of the beginning of the earliest period for which
      retrospective application is practicable and that a corresponding adjustment
      be
      made to the opening balance of retained earnings (or other appropriate
      components of equity or net assets in the statement of financial position)
      for
      that period rather than being reported in an income statement. When it is
      impracticable to determine the cumulative effect of applying a change in
      accounting principle to all prior periods, this Statement requires that the
      new
      accounting principle be applied as if it were adopted prospectively from the
      earliest date practicable.





Statement
      154 is effective for accounting changes and error corrections made in fiscal
      years beginning after December 15, 2005 (calendar year 2006). Early adoption
      is
      permitted.




F-9





**SAMDREW
      IV, INC.**


**A
      Development Stage Company**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005**








**NOTE
      7 -**  **SUBSEQUENT
      EVENTS:**





On
      March
      8, 2006, the Company entered into loan payable agreements with two of its
      stockholders in the amount of $5,000 each. These loans accrue interest at a
      rate
      of 4.00% per annum until a merger is completed. These loans shall be repaid
      in
      full upon the completion of the merger, and if not, the loans will mature on
      December 31, 2010.





On
      March
      8, 2006, the Company also entered into two stock purchase agreements to sell
      each stockholder 150,000 shares of the Company’s common stock, par value $.0001
      per share for a purchase price of $.00067 per share for an aggregate of $100
      each. One of these stockholders is a controlling stockholder.




F-10





**Item
      8. Changes in and Disagreements with Accountants on Accounting and Financial
      Disclosure.**





None.




**Item
      8A. Controls and Procedures.**





The
      Company’s management is responsible for establishing and maintaining a system of
      disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
      under the Exchange Act) that is designed to ensure that information required
      to
      be disclosed by the Company in the reports that the Company files or submits
      under the Exchange Act is recorded, processed, summarized and reported, within
      the time periods specified in the 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 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 are effective, to provide reasonable assurance that
      information required to be disclosed in the Company’s reports filed or submitted
      under the Exchange Act is recorded, processed, summarized, and reported within
      the time periods specified in the Commission’s rules and forms. There have been
      no significant changes to the Company’s internal controls over financial
      reporting that occurred during our last fiscal quarter of the year ended
      December 31, 2005, that materially affected, or were reasonably likely to
      materially affect, our internal controls over financial reporting.





**Item
      8B. Other Information.** None.








**Part
      III**





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





(a)
      Identification of Directors and Executive Officers. The following table sets
      forth certain information regarding the Company’s directors and executive
      officers:





**Name**
            **Age**
            **Position**
            **Term**David
                N. Feldman
            45
            President,
                Secretary, Director
            May
                4, 2005 thru PresentMelvin
                F. Lazar
            65
            Chief
                Executive Officer, Chief Financial Officer
            February
                17, 2006 thru Present





11


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





**David
      N. Feldman, President, Secretary and Director.** Mr.
      Feldman has served as President, Secretary and director of the Company since
      its
      inception. He has been the **** Managing
      Partner and co-founder of Feldman Weinstein LLP, a corporate and securities
      law
      firm in New York City, and its predecessors since 1996. Mr. Feldman has
      previously been a member of or associated with the law firms of Feldman &
Ellenoff (which he co-founded); Pryor Cashman Sherman & Flynn; Reavis &
McGrath (now Fulbright & Jaworski); and Rivkin Radler LLP. Mr. Feldman also
      serves as President, Secretary and Director of Samdrew V, Inc. and Samdrew
      VI,
      Inc., both of which are blank check, non-trading, publicly-reporting companies.
      Mr. Feldman received a Bachelor of Science in economics from the Wharton School
      of Business at the University of Pennsylvania in 1982 and his Juris Doctor
      in
      1985 from the University of Pennsylvania Law School.





**Melvin
      F. Lazar, Chief Executive Officer and Chief Financial
      Officer.** Mr.
      Lazar has served as Chief Executive Officer and Chief Financial Officer since
      February 17, 2006. Mr. Lazar, CPA, ABV, is a Certified Public Accountant (New
      York State). He was the founder of Lazar Levine & Felix LLP accounting firm,
      where he was the Managing Partner for 33 years. Mr. Lazar received a Bachelor
      of
      Business Administration degree from The City College of New York (Baruch) in
      1960. He has been licensed in the State of New York as a Certified Public
      Accountant since 1964 and received his accreditation in Business Valuation
      from
      the American Institute of Certified Public Accountants in 1998. Mr. Lazar is
      a
      board member and audit committee member of Enzo Biochem, Inc., a New York Stock
      Exchange company. He is also a board member and serves as the Chairman of the
      Audit Committee of CECO Environmental Corp. In addition, Mr. Lazar is a board
      member and audit committee chairman of Arbor Realty Trust, Inc, a NYSE company.
      Mr. Lazar also serves as Chief Executive Officer and Chief Financial Officer
      of
      Samdrew V, Inc. and Samdrew VI, Inc., both of which are blank check,
      non-trading, publicly-reporting companies.





(b)
      Significant Employees. As of the date hereof, the Company has no significant
      employees.




(c)
      Family Relationships. Mr. Feldman is President and Secretary and sole director
      of the Company. Mr. Feldman’s wife, Barbra Barth Feldman, is a controlling
      shareholder of the Company.




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




(e)
      The
      Board of Directors acts as the Audit Committee and the Board has no separate
      committees. 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.





**COMPLIANCE
      WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934**




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.




12




Based
      solely on the Company’s review of the copies of the forms received by it during
      the fiscal year ended December 31, 2005 and written representations that no
      other reports were required, the Company believes that no person who, at any
      time during such fiscal year, was a director, officer or beneficial owner of
      more than 10% of the Company’s common stock failed to comply with all
      Section 16(a) filing requirements during such fiscal years.






**CODE
      OF ETHICS**




We
      have
      not adopted a Code of Business Conduct and Ethics that applies to our principal
      executive officer, principal financial officer, principal accounting officer
      or
      controller, or persons performing similar functions in that our officers
      and sole director serves in all the above capacities.








**Item
      10. Executive Compensation.**





The
      following table sets forth the cash compensation paid by the Company to its
      President and all other executive officers for services rendered during the
      fiscal year ended December 31, 2005.





Name
                and Position
            Year
            Other
                CompensationDavid
                N. Feldman, President, Secretary, Director
            2005
            None





**Director
      Compensation**





We
      do not
      currently pay any cash fees to our d irectors,
      but we pay d irectors'
      expenses in attending board meetings. During the year ended December 31, 2005
      no
      director expenses were reimbursed.





**Employment
      Agreements**





The
      Company is not a party to any employment agreements.




13





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





The
      following tables set forth certain information as of March 29, 2006, 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
                ClassBarbra
                Barth Feldman
              970
                Browers Point Branch
              Hewlett
                Neck, NY 11598
            
            
            300,000
            
            
            50
            %David
                N. Feldman (1)
              970
                Browers Point Branch
              Hewlett
                Neck, NY 11598
            
            
            300,000
                (2
            )
            
            50
            %Melvin
                F. Lazar (3)
              350
                Fifth Avenue
              New
                York, NY 10118
            
            
            150,000
            
            
            25
            %Kenneth
                Rind
              435
                East 52ndStreet
              New
                York, New York 10022
            
            
            150,000
            
            
            25
            %All
                Directors and Officers as a Group
              (2
                individuals)
            
            
            450,000
            
            
            75
            %





(1)
            Mr.
                Feldman is President, Secretary and director of the
                Company.


(2)
            Represents
                shares owned by Mr. Feldman’s wife.


(3)
            Mr.
                Lazar is Chief Executive Officer and Chief Financial Officer of the
                Company.





**Item
      12. Certain Relationships and Related Transactions.**





In
      August
      2005 and March 2006 the Company issued the Notes to Melvin Lazar and Kenneth
      Rind. Mr. Lazar is an officer of the Company, and both Mr. Lazar and Mr. Rind
      are significant stockholders of the Company. Pursuant to the Notes, the loans
      accrue interest at a rate of 4% until a merger is completed. The loans shall
      be
      repaid in full upon completion of the merger, and if not, then the loans will
      reach maturity in about five years time. In the case of default payment on
      the
      interest, Mr. Lazar and Mr. Rind’s sole remedies are to add a default interest
      rate of 4%, which may be collected only upon maturity. Each of Mr. Lazar and
      Mr.
      Rind, in connection with a merger, may decide to capitalize his loan and add
      it
      to his capital, or he may decide to forgive the loans in their entirety. Given
      the small amount of the loans, we do not expect it to be a concern in our
      ability to complete a merger or any other business combination.





David
      Feldman, President, Secretary and director of the Company, is the senior
      managing partner at Feldman Weinstein LLP, an entity providing legal services
      to
      the Company at no cost. The Company recorded the fair value of such legal
      services to reflect all the costs of doing business in the Company’s financial
      statements.




14





**Item
      13. Exhibits and Reports on Form 8-K.**





Index
      to
      Exhibits





Exhibit  Description


---------  -----------





*3.1
            Certificate
                of Incorporation





*3.2
            By-laws





31.1
            Certification
                of the Company’s Principal Executive Officer and Principal Financial
                Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
                with
                respect to the registrant’s Annual Report onForm
                10-KSB for the year ended December 31, 2005





32.1
            Certification
                of the Company’s Principal Executive Officer and Principal Financial
                Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section
                906 of the Sarbanes Oxley Act of
                2002





*
            Filed
                as an exhibit to the Company's registration statement on Form 10-SB,
                as
                filed with
                the Securities and Exchange Commission on December 16, 2005, and
                incorporatedherein
                by this reference.





(b)  Reports
      on Form 8-K - None.





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





Raich
      Ende Malter & Co. LLP (“Raich Ende”) is the Company's independent registered
      public accounting firm.





AUDIT
      FEES





The
      aggregate fees billed by Raich Ende for professional services rendered for
      the
      audit of our annual financial statements and review of financial statements
      included in our Form 10-KSB or services that are normally provided in connection
      with statutory and regulatory filings were $5,000 for fiscal year ended December
      31, 2005.





AUDIT-RELATED
      FEES





Raich
      Ende fees billed for assurance and related services related to the audit or
      review of the Company’s financial statements were $0 for the fiscal year ended
      December 31, 2005.





TAX
      FEES





Raich
      Ende fees billed for professional services for tax compliance, tax advice,
      and
      tax planning were $0 for the fiscal year ended December 31, 2005.





ALL
      OTHER
      FEES





Raich
      Ende fees billed for other products and services were $0 for the fiscal year
      ended December 31, 2005.




15





**SIGNATURES**





Pursuant
      to the requirements of 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.











SAMDREW
                  IV, INC.Date: March
                31, 2006
              By:
              /s/ Melvin
                F. LazarChief
                  Executive Officer,
                Chief
                  Financial Officer







Pursuant
      to the requirements of the Securities Exchange Act of 1934, this Report has
      been
      signed below by the following persons on behalf of Registrant and in the
      capacities and on the dates indicated.









Title
            Date/s/
                David N. Feldman
            
            President,
                Secretary,
            March
                31, 2006David
                N. Feldman
            
            Director




16