**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 000-51680*
 _______________________________________________
 **Samdrew
        V, Inc.**
 
 (Exact
        name of registrant as specified in its charter)
 ______________________________________________
  Delaware
              
              03-0562657(State
                  or other jurisdiction of
                  incorporation or organization)
              
              (I.R.S.
                  Employer Identification
                  No.)970
                  Browers Point BranchHewlett
                  Neck, NY
              
              11598(Address
                  of principal executive
                  offices)
              
              (zip
                  code)
  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 V,
        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.
  
  **PART
        I**
 
 **Item
        1. Business.**
 
  **Introduction**
 
 Samdrew
        V, 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.
  1
 
 **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.
 
 2
 
 **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.
  3
  **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.
 
 **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.
 
 4
  **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.
 
 **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.
  5
  **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.
 
 **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 600,000 shares of Common Stock
        issued
        and outstanding.
  6
 **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.
 
 **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.
 
 7
  **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.
 
 8
 **Item
        7. Financial Statements.**
  **SAMDREW
        V, INC.**
 **A
        DEVELOPMENT STAGE COMPANY**
 **DECEMBER
        31, 2005**
  **-
        TABLE OF CONTENTS -**
  **Page**Report
                    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
 
  **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 
 To
        the
        Board of Directors
 Samdrew
        V, Inc.
 A
        Development Stage Company
 
 
 We
        have
        audited the accompanying balance sheet of Samdrew V, 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 V, 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
        V, 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
        V, 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****V,
        INC.**
 **A
        Development Stage Company**
 **STATEMENT
        OF STOCKHOLDERS’ DEFICIENCY**
 **For
        the Period May 4, 2005 (Inception) Through December 31,
        2005**
  Preferred
                    Stock
                
                Common
                    Stock
                
                Additional
                    Paid-in Capital
                
                Stock
                    Subscription Receivable
                
                (Deficit)
                    Accumulated During the Development Stage
                
                Stockholders’
                    DeficiencyShares
                
                Amount
                
                Shares
                
                Amount**BALANCE
                    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
                )**BALANCE
                    AT DECEMBER 31, 2005**
                
                
                -
                
                $
                -
                
                
                300,000
                
                $
                30
                
                $
                13,375
                
                $
                (15
                )
                $
                (21,965
                )
                $
                (8,575
                )
 **See
        notes to financial statements.**
 
 F-4
 **SAMDREW
        V, 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 byoperating
                  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
              
              $
              15****Fair
                  market value of services provided in exchange for additionalpaid
                  in capital
              
              $
              13,375Cash
                  paid for interest
              
              $
              -
   **See
        notes to financial statements.**
 
 F-5
  **SAMDREW
        V, 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
        V, 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
        V, 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
        V, 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
        V, 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
        V, 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
 
 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.
 
 10
  **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 IV, 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 IV, 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.
  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.
  11
  **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.
  **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
              Percentageof
                  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.
 
 12
  **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.
 
 13
 
 **Item
        13. Exhibits and Reports on Form 8-K.**
 
 Index
        to
        Exhibits
  Exhibit
                Description*3.1
                Certificate
                    of Incorporation*3.2
                By-laws31.1
                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 on Form 10-KSB for the year
                    ended December 31, 200532.1
                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 incorporated herein 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.
  14
  **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
                  V, INC.**Date: March
                31, 2006
              By:
              /s/ Melvin
                F.
                LazarMelvin
                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.
  /s/ David
                N.
                Feldman
              
              Date:
                March 31,
                2006David
                N. FeldmanPresident,
                Secretary,Director
  15