**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, 2006





**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
            
            (I.R.S.
                Employerincorporation
                or organization)
            
            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)










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





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





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B (§229.405 of this chapter) contained herein, and no disclosure
      will be contained, to the best of registrant's knowledge, in definitive proxy
      or
      information statements incorporated by reference in Part III of this Form
      10-KSB. o





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





The
      Company’s revenues for fiscal year ended December 31, 2006 were $0.





As
      of
      March 16, 2007, 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.





Transitional
      Small Business Disclosure Format (check one): Yes o No x










**PART
      I**





**Item
      1. Description of Business.**





**Introduction**





Samdrew
      V, Inc. (“we”, “us”, “our”, the “Company” or the “Registrant”) was incorporated
      in the State of Delaware on May 4, 2005 and maintains its principal executive
      offices at 970 Browers Point Branch, Hewlett Neck, NY 11598. 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.
      The Company filed a registration statement on Form 10-SB with the U.S.
      Securities and Exchange Commission (the “SEC”) on December 16, 2005, and since
      its effectiveness, the Company has begun efforts to identify a possible business
      combination. 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
      SEC defines those companies as "any development stage company that is issuing
      a
      penny stock, within the meaning of Section 3 (a)(51) of the Securities Exchange
      Act of 1934, as amended, (the “Exchange Act”), and that has no specific business
      plan or purpose, or has indicated that its business plan is to merge with an
      unidentified company or companies." Many states have enacted statutes, rules
      and
      regulations limiting the sale of securities of "blank check" companies in their
      respective jurisdictions. The Company, 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. 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.





**Proposed
      Merger**





On
      January 2, 2007, the Company entered into a letter of intent (the “Letter of
      Intent”) with QuantumSphere, Inc. (“QuantumSphere”), pursuant to which the
      Company intends to combine with QuantumSphere either through a merger between
      QuantumSphere and a wholly owned subsidiary of the Company, or an exchange
      of
      shares of stock of QuantumSphere for shares of common stock, par value $.0001
      per share (“Common Stock”) of the Company (the “Merger”).





QuantumSphere
      is a manufacturer of nanoscale metals and alloys for application in portable
      power, renewable energy, electronics, aerospace, defense and other markets
      demanding advanced materials.





While
      the
      Company and QuantumSphere have begun preparation of agreements necessary for
      the
      Merger (the “Definitive Agreements”), we have not entered into any Definitive
      Agreements. There can be no assurances that the Merger or any similar
      transaction contemplated under the terms of the Letter of Intent will ever
      be
      consummated.




1




**Competition**





In
      the
      event that the Merger or any similar transaction contemplated under the terms
      of
      the Letter of Intent is not consummated, the Company will continue to seek
      a
      potential business combination with a private company. The Company will face
      vast competition from other shell companies seeking to merger with a private
      company. The Company will be 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 may 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.





**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 our management and our non-management
      stockholders.**





Conflicts
      of interest create the risk that management may have an incentive to act
      adversely to the interests of the Company. A conflict of interest may arise
      between our management's personal pecuniary interest and its fiduciary duty
      to
      our stockholders. In addition, our management is currently involved with other
      blank check companies, and in the pursuit of business combinations, conflicts
      with such other blank check companies with which it is, and may in the future
      become, affiliated, may arise. If we and the other blank check companies that
      our management is affiliated with desire to take advantage of the same
      opportunity, then those members of management that are affiliated with both
      companies would abstain from voting upon the opportunity. In the event of
      identical officers and directors, the officers and directors will arbitrarily
      determine the company that will be entitled to proceed with the proposed
      transaction.





**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 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.




2




**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.





**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 an existing agreement to effect a merger; however, there can be
      no
      assurances that such merger is consummated.**





On
      January 2, 2007, we entered into a Letter of Intent with QuantumSphere. While
      we
      have begun preparation of the Definitive Agreements, no Definitive Agreements
      have been entered into. There can be no assurances that the Merger or any
      similar transaction contemplated under the terms of the Letter of Intent will
      ever be consummated.





**In
      the event the Merger is not consummated, the Company will resume its efforts
      in
      locating a private company with which it may merge.**





If
      we do
      not consummate the Merger, we will resume our efforts in locating a private
      company with which to merge. We can provide no assurances that we will
      successfully identify and evaluate suitable business opportunities or that
      we
      will conclude a business combination. 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.





**If
      we do not consummate the Merger, 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.**




If
      we do
      not consummate the Merger, while seeking a business combination, management
      anticipates devoting very limited time to the Company's affairs. 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.




3




**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 are subject to the reporting requirements under the Exchange Act, management
      believes we are not subject to regulation under the Investment Company Act
      of
      1940, as amended (the “Investment Company Act”), since we are not 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.





**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 company, 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, and liquidity of shares
      of
      our Common Stock is limited.**





Our
      shares of Common Stock are not registered under the securities laws of any
      state
      or other jurisdiction, and accordingly there is no public trading market for
      our
      Common Stock. Further, no public trading market is expected to develop in the
      foreseeable future unless and until the Company completes a business combination
      with an operating business and the Company thereafter files a registration
      statement under the Securities Act. Therefore, 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 and any other applicable federal or state securities laws or
      regulations. S hares
      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, dated January 21, 2000. This letter provides that
      certain private transfers of the shares of common stock also may be prohibited
      without registration under federal securities laws. Compliance with the criteria
      for securing exemptions under federal securities laws and the securities laws
      of
      the various states is extremely complex, especially in respect of those
      exemptions affording flexibility and the elimination of trading restrictions
      in
      respect of securities received in exempt transactions and subsequently disposed
      of without registration under the Securities Act or state securities laws.




4




**There
      are issues impacting liquidity of our securities with respect to the SEC’s
      review of a future resale registration statement.**





Since our shares of Common Stock issued prior to a business combination or
      reverse merger cannot currently, nor will they for a considerable period of
      time
      after we complete a business combination, be available to be offered, sold,
      pledged or otherwise transferred without being registered pursuant to the
      Securities Act, we will likely file a resale registration statement on Form
      SB-2
      or Form S-1, or some other available form, to register for resale such shares
      of
      Common Stock.  We cannot control this future registration process in all
      respects as some matters are outside our control.  Even if we are
      successful in causing the effectiveness of the resale registration statement,
      there can be no assurances that the occurrence of subsequent events may not
      preclude our ability to maintain the effectiveness of the registration
      statement. Any of the foregoing items could have adverse effects on the
      liquidity of our shares of Common Stock.





In
      addition, the SEC has recently disclosed that it has developed internal
      guidelines concerning the use of a resale registration statement to register
      the
      securities issued to certain investors in private investment in public
      equity (PIPE) transactions, where the issuer has a market capitalization of
      less
      than $75 million and, in general, does not qualify to file a Registration
      Statement on Form S-3 to register its securities.  The SEC has taken the
      position that  these smaller issuers may not be able to rely on Rule 415
      under the Securities Act, which generally permits the offer and sale of
      securities on a continued or delayed basis over a period of time, but instead
      would require that the issuer offer and sell such securities in
      a  direct or "primary" public offering, at a fixed price, if the facts
      and circumstances are such that the SEC believes the investors seeking to
      have their shares registered are underwriters and/or affiliates of the
      issuer.  It appears that the SEC in most cases will permit a
      registration for resale of up to one third of the total number of shares of
      common stock then currently owned by persons who are not affiliates of such
      issuer and, in some cases, a larger percentage depending on the facts and
      circumstances.  Staff members also have indicated that an issuer in most
      cases will have to wait until the later of six months after effectiveness
      of the first registration or such time as substantially all securities
      registered in the first registration are sold before filing a subsequent
      registration on behalf of the same investors.  Since, following a reverse
      merger or business combination, we may have little or no tradable shares of
      Common Stock, it is unclear as to how many, if any, shares of Common Stock
      the
      SEC will permit us to register for resale, but SEC staff members have
      indicated a willingness to consider a higher percentage in connection with
      registrations following reverse mergers with shell companies such as the
      Company.  The SEC may require as a condition to the declaration of
      effectiveness of a resale registration statement that we reduce or “cut back”
the number of shares of Common Stock to be registered in such registration
      statement.   The result of the foregoing is that a stockholder’s
      liquidity in our Common Stock may be adversely affected in the event the SEC
      requires a cut back of the securities as a condition to allow the Company to
      rely on Rule 415 with respect to a resale registration statement, or, if the
      SEC
      requires us to file a primary registration statement.




5




**We
      have never paid dividends on our Common Stock.**





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.





**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 revenue unless and until we merge with or acquire an
      operating business.**





We
      are a
      development stage company and have had no revenue from operations. We may not
      realize any revenue 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, par value $.0001 per share (the “Preferred Stock”). Any merger
      or acquisition effected by us 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 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.





6




**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.




**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.





**This
      report on Form 10-KSB contains forward-looking statements and information
      relating to us, our industry and to other businesses.**





These
      forward-looking statements are based on the beliefs of our management, as well
      as assumptions made by and information currently available to our management.
      When used in this annual report, the words "estimate," "project," "believe,"
      "anticipate," "intend," "expect" and similar expressions are intended to
      identify forward-looking statements. These statements reflect our current views
      with respect to future events and are subject to risks and uncertainties that
      may cause our actual results to differ materially from those contemplated in
      our
      forward-looking statements. We caution you not to place undue reliance on these
      forward-looking statements, which speak only as of the date of this annual
      report. We do not undertake any obligation to publicly release any revisions
      to
      these forward-looking statements to reflect events or circumstances after the
      date of this annual report or to reflect the occurrence of unanticipated
      events.




7




**Item
      2. Description of Property.**





The
      Company neither rents nor owns any properties. The Company utilizes the office
      space and equipment of its management at no cost. Management estimates such
      amounts to be immaterial. 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.**





Presently,
      there are not any material pending legal proceedings to which the Registrant
      is
      a party or as to which any of its property is subject, and no such proceedings
      are known to the Registrant to be threatened or contemplated against it.





**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. The Common Stock is not listed on a publicly-traded market.
      As
      of March 16, 2007, there were three **** holders
      of record of the Common Stock.





**Preferred
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
      of Preferred Stock. 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.





**Securities
      Authorized for Issuance Under Equity Compensation Plans.**





None.





8





**Recent
      Sales of Unregistered Securities**





On
      May 4,
      2005, the Registrant sold an aggregate of 300,000 shares of Common Stock to
      Barbra Barth Feldman and Melvin F. Lazar, an officer of the Registrant, for
      an
      aggregate purchase price of $30. On March 8, 2006, the Registrant sold an
      aggregate of 300,000 shares of Common Stock to Barbra Barth Feldman and Kenneth
      Rind for an aggregate purchase price of $200. 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.





**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 is to consummate the Merger with
      QuantumSphere, or, in the event the Merger is not consummated, to locate a
      suitable acquisition or merger candidate and consummate a business combination.
      The Company may need additional cash advances from stockholders or loans from
      other parties to pay for operating expenses until the Company consummates the
      Merger or another business combination with a privately-held company. Although
      it is currently anticipated that the Company can satisfy its cash requirements
      with additional cash advances or loans from other parties, 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 a suitable acquisition or merger transaction. 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
      V, INC.**


**A
      DEVELOPMENT STAGE COMPANY**


**DECEMBER
      31, 2006**




**-
      TABLE OF CONTENTS -**




**Page(s)**Financial
                Statements:Report
                of Independent Registered Public Accounting Firm
            F
                -
                1Balance
                Sheets as of December 31, 2006 and December 31, 2005
            F
                -
                2Statements
                of Operations for the Year Ended December 31, 2006, the Period fromInception
                (May 4, 2005) through December 31, 2005 and the Cumulative Periodfrom
                Inception (May 4, 2005) through December 31, 2006
            F
                -
                3Statement
                of Stockholders’ Deficiency for the Period from Inception (May 4, 2005)through
                December 31, 2006
            F
                -
                4Statements
                of Cash Flows for the Year Ended December 31, 2006, the Period fromInception
                (May 4, 2005) through December 31, 2005 and the Cumulative Periodfrom
                Inception (May 4, 2005) through December 31, 2006
            F
                - 5Notes
                to Financial Statements
            F
                -
                6 - F - 12




10




**Report
      of Independent Registered Public Accounting Firm**




Board
      of
      Directors and Stockholders


Samdrew
      V, Inc.




We
      have
      audited the accompanying balance sheets of Samdrew
      V, Inc. ('the
      Company') as of December
      31, 2006 and December
      31, 2005 ,
      the
      related statements of operations, statement of stockholders' deficiency and
      cash
      flows for the year ended December 31, 2006, the period from inception (May
      4,
      2005) through December 31, 2005 and the cumulative period from inception (May
      4,
      2005) through December
      31, 2006 .
      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 audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the 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 audits provide a
      reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Samdrew
      V, Inc. as of December
      31, 2006 and December
      31, 2005 ,
      the
      results of its operations and its cash flows for the year ended December 31,
      2006, the period from inception (May 4, 2005) through December 31, 2005 and
      the
      cumulative period from inception (May 4, 2005) through December
      31, 2006 ,
      in
      conformity with accounting principles generally accepted in the United States
      of
      America.





The
      accompanying financial statements referred to above have been prepared assuming
      that the Company will continue as a going concern. As discussed in Note 1 to
      the
      financial statements, the Company is in the development stage, has no
      established source of revenue and is dependent on its ability to raise capital
      from stockholders or other sources to sustain operations. These factors, along
      with other matters as set forth in Note 1, raise substantial doubt that the
      Company will be able to continue as a going concern. The financial statements
      do
      not include any adjustments that might result from the outcome of this
      uncertainty.




/s/
      Holtz
      Rubenstein Reminick LLP





New
      York,
      New York


March
      12,
      2007, except for Note 7, the date of which is March 16, 2007





F-1




**SAMDREW
      V, INC.**


**A
      Development Stage Company**


**BALANCE
      SHEETS**


**December
                  31,2006**
              
              December
                  31,2005**ASSETS****CURRENT
                  ASSETS:**Cash
                  and cash equivalents
              
              **$**
              **1,075**
              
              $
              7,000**TOTAL
                  ASSETS**
              
              **$**
              **1,075**
              
              $
              7,000**LIABILITIES
                  AND STOCKHOLDERS’ DEFICIENCY****CURRENT
                  LIABILITIES:**Accrued
                  expenses
              
              **$**
              **9,181**
              
              $
              5,590**LONG
                  TERM LIABILITIES:**Loans
                  from stockholders
              
              
              **26,985**
              
              
              9,985**TOTAL
                  LIABILITIES**
              
              
              **36,166**
              
              
              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; 600,000
                  and 300,000
                  issued and outstanding at December 31, 2006 and 2005,
                  respectively
              
              
              **60**
              
              
              30Additional
                  paid-in capital
              
              
              **27,045**
              
              
              13,375Stock
                  subscription receivable
              
              
              **-**
              
              
              (15
              )Deficit
                  accumulated during the development stage
              
              
              **(62,196**
              **)**
              
              (21,965
              )**TOTAL
                  STOCKHOLDERS’ DEFICIENCY**
              
              
              **(35,091**
              **)**
              
              (8,575
              )**TOTAL
                  LIABILITIES AND STOCKHOLDERS’ DEFICIENCY**
              
              **$**
              **1,075**
              
              $
              7,000




**See
      notes to financial statements.**




F-2




**SAMDREW
      V, INC.**


**A
      Development Stage Company**


**STATEMENTS
      OF OPERATIONS**





**For
                the Year Ended December 31, 2006**
            
            For
                the Period from Inception (May 4, 2005) to December 31,
                2005
            
            For
                the Cumulative Period from Inception (May 4, 2005) to December 31,
                2006**REVENUE**
            
            **$**
            **-**
            
            $
            -
            
            $
            -General
                and administrative expenses
            
            
            **39,409**
            
            
            21,855
            
            
            61,264**LOSS
                BEFORE OTHER EXPENSES**
            
            
            **(39,409**
            **)**
            
            (21,855
            )
            
            (61,264
            )**OTHER
                EXPENSES:**Interest
                expense
            
            
            **822**
            
            
            110
            
            
            932**NET
                LOSS**
            
            **$**
            **(40,231**
            **)**
            $
            (21,965
            )
            $
            (62,196
            )**BASIC
                AND DILUTED NET LOSS PER SHARE**
            
            
            **(.08**
            **)**
            $
            (.08
            )**NUMBER
                OF SHARES USED IN COMPUTING BASIC AND DILUTED NET LOSS PER
                SHARE**
            
            
            **548,333**
            
            
            300,000




**See
      notes to financial statements.**





F-3




**SAMDREW
      V, INC.**


**A
      Development Stage Company**


**STATEMENT
      OF STOCKHOLDERS’ DEFICIENCY**





Additional
                Paid-in Capital
            
            Stock
                Subscription Receivable
            
            (Deficit)
                Accumulated During the Development Stage
            
            Stockholders’
                DeficiencyPreferred
                Stock
            
            Common
                StockShares
            
            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
            )Issuance
                of common stock at $.00067
            
            
            -
            
            
            -
            
            
            300,000
            
            
            30
            
            
            170
            
            
            -
            
            
            -
            
            
            200Proceeds
                from subscription
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            15
            
            
            -
            
            
            15Fair
                market value of services provided
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            13,500
            
            
            -
            
            
            -
            
            
            13,500Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (40,231
            )
            
            (40,231
            )**BALANCE
                AT DECEMBER 31, 2006**
            
            
            -
            
            $
            -
            
            
            600,000
            
            $
            60
            
            $
            27,045
            
            $
            -
            
            $
            (62,196
            )
            $
            (35,091
            )




**See
        notes to financial statements.**


F-4




**SAMDREW
      V, INC.**


**A
      Development Stage Company**


**STATEMENTS
      OF CASH FLOWS**





**For
                the Year Ended December 31, 2006**
            
            For
                the Periodfrom Inception(May 4, 2005) toDecember 31,
                2005
            
            For
                the CumulativePeriod from Inception (May 4, 2005)
                toDecember 31, 2006**CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                loss
            
            **$**
            **(40,231**
            **)**
            $
            (21,965
            )
            $
            (62,196
            )Adjustments
                to reconcile net (loss) to net cash used in operating
                activities:Fair
                market value of services provided
            
            
            **13,500**
            
            
            13,375
            
            
            26,875Changes
                in operating assets and liabilities:Increase
                in accrued expenses
            
            
            **3,591**
            
            
            5,590
            
            
            9,181**Net
                cash used in operating activities**
            
            
            **(23,140**
            **)**
            
            (3,000
            )
            
            (26,140
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Proceeds
                from issuance of common stock
            
            
            **215**
            
            
            15
            
            
            230Proceeds
                from stockholder loans
            
            
            **17,000**
            
            
            9,985
            
            
            26,985**Net
                cash provided by financing activities**
            
            
            **17,215**
            
            
            10,000
            
            
            27,215**NET
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS**
            
            
            **(5,925**
            **)**
            
            7,000
            
            
            1,075Cash
                and cash equivalents at beginning of period
            
            
            **7,000**
            
            
            -
            
            
            -**CASH
                AND CASH EQUIVALENTS AT END OF PERIOD**
            
            **$**
            **1,075**
            
            $
            7,000
            
            $
            1,075**Supplemental
                Disclosures of Cash Flow Information**Noncash
                Financing Activities:Stock
                subscription receivable
            
            **$**
            **-**
            
            $
            15
            
            $
            -Fair
                market value of services provided in exchange for additional paid
                in
                capital
            
            **$**
            **13,500**
            
            $
            13,375
            
            $
            26,875




**See
      notes to financial statements.**





F-5




**SAMDREW
      V, INC.**


**A
      Development Stage Company**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006**





**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/Going
                Concern:***





The
      accompanying financial statements have been prepared on a going concern basis,
      which assumes the Company will realize its assets and discharge its liabilities
      in the normal course of business. As reflected in the accompanying financial
      statements, the Company has an accumulated deficit of $62,196, used cash from
      operations of $26,140 since its inception, and has a working capital deficit
      of
      $8,106 at December 31, 2006. The Company’s ability to continue as a going
      concern is dependent upon its ability to generate future profitable operations
      and/or to obtain the necessary financing to meet its obligations and repay
      its
      liabilities arising from normal business operations when they come due. The
      Company's ability to continue as a going concern is also dependent on its
      ability to find a suitable target Company and enter into a possible reverse
      merger with such Company. Management’s plan includes obtaining additional funds
      by equity financing through a reverse merger transaction and/or related party
      advances, however there is no assurance of additional funding being available.





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





The
      preparation of financial statements 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 balance sheet 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, 2006**





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


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





The
      Company has approximately $5,300 in gross, deferred tax assets at December
      31,
      2006 resulting from deferred start up costs. A valuation allowance has been
      recorded to fully offset these deferred tax assets as the future realization
      of
      the related income tax benefits is uncertain.





***(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 -**  **LOANS
      FROM STOCKHOLDERS:**





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 on August
      31, 2010.





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% until a merger is completed. These loans shall be repaid in full upon
      the completion of the merger, and if not, these loans will mature on December
      31, 2010.





On
      September 7, 2006, the Company entered into loan payable agreements with two
      of
      its stockholders in the amount of $3,500 each. These loans accrue interest
      at a
      rate of 4.00% until a merger is completed. These loans shall be repaid in full
      upon the completion of the merger, and if not, these loans will mature on
      December 31, 2010.





F-7




**SAMDREW
      V, INC.**


**A
      Development Stage Company**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006**





**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.





On
      March
      8, 2006, the Company issued 300,000 shares of common stock at a purchase price
      of $.00067 per share, for an aggregate purchase price of $200.





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





An
      officer and director of the Company is affiliated with Lazar Levine & Felix
      LLP, an entity providing bookkeeping services to the Company. Their fees for
      services amounted to $5,000, $3,000 and $8,500 for the year ended December
      31,
      2006, for the period from inception through December 31, 2005 and for the
      cumulative period from inception through December 31, 2006,
      respectively. ****





An
      officer and director of the Company is affiliated with Feldman Weinstein &
Smith 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.





F-8




**SAMDREW
      V, INC.**


**A
      Development Stage Company**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006**





**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, 2006.





Period
                EndedDecember
                31,2006
            
            December
                31,2005Current:Federal
            
            $
            -
            
            $
            -Deferred
                tax asset:Federal
            
            
            5,300
            
            
            1,300Valuation
                allowance
            
            
            (5,300
            )
            
            (1,300
            )$
            -
            
            $
            -





The
      Company has approximately $5,300 in gross deferred tax assets at December 31,
      2006, 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, 2006, the Company has federal net operating loss carryforwards
      of approximately
      $35,300 available to offset future taxable income through 2026. These losses
      are lower
      than the accumulated losses since inception of $62,200 on account of
      non-deductible legal expenses
      totaling $26,900.





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:





Period
                EndedDecember
                31, 2006
            
            December
                31,2005Statutory
                federal income tax rate
            
            
            17
            %
            
            15
            %Increase
                (decrease) resulting from:--
                Non-deductible legal fees
            
            
            (7
            )%
            
            (9
            )%--
                Valuation allowance
            
            
            (10
            )%
            
            (6
            )%Effective
                tax rate
            
            
            0
            %
            
            0
            %




F-9





**SAMDREW
      V, INC.**


**A
      Development Stage Company**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006**





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





In
      May
      2005, the Financial Accounting Standard Board ('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.
      SFAS No. 154 is effective for accounting changes and error corrections made
      in
      fiscal years beginning after December 15, 2005 (calendar year 2006). The
      application of this statement is not expected to have an impact on the Company’s
      financial statements.





In
      February 2006, the FASB amended SFAS No. 133, “Accounting for Derivative
      Instruments and Hedging Activities”, and SFAS No. 140, “Accounting for Transfers
      and Servicing of Financial Assets and Extinguishments of Liabilities”, with the
      issuance of SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments”.
      SFAS No. 155 resolves issues addressed in the earlier standards and is effective
      for all financial instruments acquired or issued after the beginning of an
      entity’s first fiscal year that begins after September 15, 2006. The application
      of this statement is not expected to have an impact on the Company’s financial
      statement.





In
      March
      2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial
      Assets”, which amended SFAS No. 140, “Accounting for Transfers and Servicing of
      Financial Assets and Extinguishments of Liabilities”, with respect to the
      accounting for separately recognized servicing assets and servicing liabilities.
      SFAS 156 permits an entity to choose either the amortization method or the
      fair
      value measurement method for each class of separately recognized servicing
      assets or servicing liabilities. The application of this statement is not
      expected to have an impact on the Company’s financial statement.





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value
      Measurements”, that provides enhanced guidance for using fair value to measure
      assets and liabilities. The standard applies whenever other standards require
      (or permit) assets or liabilities to be measured at fair value. The standard
      does not expand the use of fair value in any new circumstances.





This
      Statement is effective for financial statements issued for fiscal years
      beginning after November 15, 2007, and interim periods within those fiscal
      years. The application of this statement is not expected to have an impact
      on
      the Company’s financial statement.





F-10




**SAMDREW
      V, INC.**


**A
      Development Stage Company**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006**





**NOTE
      6 -**  **RECENT
      ACCOUNTING PRONOUNCEMENTS (Continued):**





In
      September 2006, the FASB issued SFAS No. 158, “Employer's Accounting
      for Defined Benefit Pension and Other Postretirement Plans” that provides
      improved financial reporting by requiring an employer to recognize the
      overfunded or underfunded status of a defined benefit postretirement plan (other
      than a multiemployer plan) as an asset or liability in its statement of
      financial position and to recognize changes in that funded status in the year
      in
      which the changes occur through comprehensive income of a business entity or
      changes in unrestricted net assets of a not-for-profit organization. This
      Statement also improves financial reporting by requiring an employer to measure
      the funded status of a plan as of the date of its year-end statement of
      financial position, with limited exceptions. This Statement amends Statement
      87,
      FASB Statement No. 88, Employers’ Accounting for Settlements and Curtailments of
      Defined Benefit Pension Plans and for Termination Benefits, Statement 106,
      and
      FASB Statement No. 132 (revised 2003), Employers’ Disclosures about Pensions and
      Other Postretirement Benefits, and other related accounting literature. The
      required date of adoption of the recognition and disclosure provisions of this
      Statement differs for an employer that is an issuer of publicly traded equity
      securities (as defined) and an employer that is not. An employer with publicly
      traded equity securities is required to initially recognize the funded status
      of
      a defined benefit postretirement plan and to provide the required disclosures
      as
      of the end of the fiscal year ending after December 15, 2006. The application
      of
      this statement is not expected to have an impact on the Company’s financial
      statement.





In
      September 2006, the SEC staff issued Staff Accounting Bulletin No. 108,
      "Considering the Effects of Prior Year Misstatements when Quantifying
      Misstatements in Current Year Financial Statements." SAB 108 was issued in
      order
      to eliminate the diversity of practice surrounding how public companies quantify
      financial statement misstatements.





Traditionally,
      there have been two widely-recognized methods for quantifying the effects of
      financial statement misstatements: the “roll-over” method and the “iron curtain”
method. The roll-over method focuses primarily on the impact of a misstatement
      on the income statement—including the reversing effect of prior year
      misstatements—but its use can lead to the accumulation of misstatements in the
      balance sheet. The iron-curtain method, on the other hand, focuses primarily
      on
      the effect of correcting the period-end balance sheet with less emphasis on
      the
      reversing effects of prior year errors on the income statement.





In
      SAB
      108, the SEC staff established an approach that requires quantification of
      financial statement misstatements based on the effects of the misstatements
      under each method of the company's financial statements and the related
      financial statement disclosures. This model is commonly referred to as a "dual
      approach" because it requires quantification of errors under both the iron
      curtain and the roll-over methods. SAB 108 permits existing public companies
      to
      initially apply its provisions either by (i) restating prior financial
      statements as if the "dual approach" had always been used or (ii) recording
      the
      cumulative effect of initially applying the "dual approach" as adjustments
      to
      the carrying values of assets and liabilities as of January 1, 2006 with an
      offsetting adjustment recorded to the opening balance of retained earnings.
      The
      application of this statement is not expected to have an impact on the Company’s
      financial statement.





F-11




**SAMDREW
      V, INC.**


**A
      Development Stage Company**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006**





**NOTE
      6 -**  **RECENT
      ACCOUNTING PRONOUNCEMENTS (Continued):**





In
      July 2006, the Financial Accounting Standards Board (FASB) issued FASB
      Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an
      interpretation of FASB Statement No. 109 (FIN 48), which provides
      clarification related to the process associated with accounting for uncertain
      tax positions recognized in consolidated financial statements. FIN 48
      prescribes a more-likely-than-not threshold for financial statement recognition
      and measurement of a tax position taken, or expected to be taken, in a tax
      return. FIN 48 also provides guidance related to, among other things,
      classification, accounting for interest and penalties associated with tax
      positions, and disclosure requirements. We are required to adopt FIN 48 on
      January 1, 2007, although early adoption is permitted. The application of this
      statement is not expected to have an impact on the Company’s financial
      statement.





FSP
      FAS
      123(R)-5 was issued on October 10, 2006. The FSP provides that instruments
      that
      were originally issued as employee compensation and then modified, and that
      modification is made to the terms of the instrument solely to reflect an equity
      restructuring that occurs when the holders are no longer employees, then no
      change in the recognition or the measurement (due to a change in classification)
      of those instruments will result if both of the following conditions are met:
      (a). There is no increase in fair value of the award (or the ratio of intrinsic
      value to the exercise price of the award is preserved, that is, the holder
      is
      made whole), or the antidilution provision is not added to the terms of the
      award in contemplation of an equity restructuring; and (b). All holders of
      the
      same class of equity instruments (for example, stock options) are treated in
      the
      same manner. The provisions in this FSP shall be applied in the first reporting
      period beginning after the date the FSP is posted to the FASB website.
      Currently, this pronouncement has no effect on our financial
      statements.





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





On
      January 2, 2007, the Corporation has entered into a letter of intent with
      Quantum Sphere, Inc. according to which the corporation intends to combine
      with
      Quantum sphere either through a merger or an exchange of shares of stock of
      Quantum Sphere, Inc.





On
      March
      16, 2007, the Company entered into loan payable agreements with two of its
      stockholders in the amount of $7,500 each. These loans accrue interest at a
      rate
      of 4.00% until a merger is completed. These loans shall be repaid in full upon
      the completion of the merger, and if not, these loans will mature on December
      31, 2012.





F-12




**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 SEC’s rules and forms. Disclosure controls and
      procedures include, without limitation, controls and procedures designed to
      ensure that information required to be disclosed by an issuer in the reports
      that it files or submits under the Exchange Act is accumulated and communicated
      to the issuer’s management, including its principal executive officer or
      officers and principal financial officer or officers, or persons performing
      similar functions, as appropriate to allow timely decisions regarding required
      disclosure.





In
      accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was
      completed under the supervision and with the participation of the Company’s
      management, including the Company’s President, Principal Financial Officer and
      Secretary, of the effectiveness of the design and operation of the Company’s
      disclosure controls and procedures as of the end of the period covered by this
      Annual Report. Based on that evaluation, the Company’s management including the
      President, Principal Financial Officer and Secretary, concluded that the
      Company’s disclosure controls and procedures were effective in providing
      reasonable assurance that information required to be disclosed in the Company’s
      reports filed or submitted under the Exchange Act was recorded, processed,
      summarized, and reported within the time periods specified in the SEC’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, 2006, 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 for the fiscal year ended December 31, 2006:





Name
            
            Age
            
            Position
            
            TermDavid
                N. Feldman
            
            46
            
            President,
                Secretary, Director
            
            May
                4, 2005 through PresentMelvin
                F. Lazar
            
            66
            
            Chief
                Executive Officer, Chief Financial Officer
            
            February
                17, 2006 through 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.




11




**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 & Smith 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.,
      Samdrew VI, Inc., Samdrew VII, Inc., Samdrew VIII, Inc. and Samdrew IX, Inc.,
      all of which are blank check, non-trading, publicly-reporting shell companies.
      Mr. Feldman received a Bachelor of Science in economics from the Wharton School
      of Business at the University of Pennsylvania in 1982 and a 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 of
      the
      Company since February 17, 2006. Mr. Lazar, CPA, ABV, is a Certified Public
      Accountant (New York State). He founded Lazar Levine & Felix LLP, an
      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 Chairman of the Audit Committee of
      Enzo
      Biochem, Inc., a New York Stock Exchange-listed company, Grumb & Ellis
      Realty Advisors, Inc., an American Stock Exchange-listed company, and Arbor
      Realty Trust, Inc, a New York Stock Exchange-listed company. Mr. Lazar also
      serves as Chief Executive Officer and Chief Financial Officer of Samdrew IV,
      Inc., Samdrew VI, Inc. and Samdrew VII, Inc., Samdrew VIII, Inc. and Samdrew
      IX,
      Inc., all of which are blank check, non-trading, publicly-reporting shell
      companies.





(b)
      Significant Employees.





As
      of the
      date hereof, the Company has no significant employees.




(c)
      Family Relationships.





Mr.
      Feldman is President, 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.





**Compliance
      with Section 16(a) of the Exchange Act**





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




12




Based
      solely on the Company’s review of the copies of the forms received by it during
      the fiscal year ended December 31, 2006 and written representations that no
      other reports were required, the Company believes that the following persons
      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:





Name
            
            Number
                of Late Reports
            
            Number
                of Transactions Not Reported on a Timely BasisBarbra
                Barth Feldman
            
            1
            
            1David
                N. Feldman
            
            2
            
            2Kenneth
                Rind
            
            1
            
            1





**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 serve
      in these capacities.





**Nominating
      Committee**





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





**Audit
      Committee**





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





**Item
      10. Executive Compensation.**





The
      following table sets forth the cash compensation paid by the Company to its
      President and all other executive officers who earned annual compensation
      exceeding $100,000 for services rendered during the fiscal years ended December
      31, 2006 and December 31, 2005.





Name
                and Position
            
            Year
            
            Total
                CompensationDavid
                N. Feldman, President, Secretary
            
            2006
              2005
            
            None
              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, 2006
      no
      director expenses were reimbursed.





13




**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 16, 2007 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 ofBeneficial
                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
              80
                Columbus Circle, Apt. 64B
              New
                York, NY 10023
            
            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.**





On
      September 21, 2005, the Company issued a 4% promissory note payable for $9,985,
      to Melvin F. Lazar, an officer and principal stockholder of the Company (the
      “September 2005 Note”). On March 8, 2006, the Company issued a 4% promissory
      note payable in the amount of $5,000 each to Melvin F. Lazar and Kenneth Rind,
      who is also a principal stockholder of the Company (the “March 2006 Notes”). On
      September 7, 2006, the Company issued a 4% promissory note payable in the amount
      of $3,500 each to Melvin F. Lazar and Kenneth Rind (the “September 2006 Notes”).
      On March 16, 2007, the Company issued a 4% promissory note payable in the amount
      of $7,500 to each of Melvin F. Lazar and Kenneth Rind (the “March 2007 Notes”
and, together with the September 2005 Note, the March 2006 Notes, and the
      September 2006 Notes, the “Notes”). The Notes and all accrued interest mature
      upon completion of a merger, and if no merger is consummated, then the September
      2005 Note will mature on August 31, 2010, the March 2006 Notes and the September
      2006 Notes will mature on December 31, 2010, and the March 2007 Notes will
      mature on December 31, 2012. In the event of default under the Notes, Mr. Lazar
      and Mr. Rind may declare the Notes immediately due and payable. 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.




14




David
      Feldman, the President, Secretary and sole director of the Company, is the
      senior managing partner at Feldman Weinstein & Smith 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.





Melvin
      Lazar, the Chief Executive Officer, Chief Financial Officer and stockholder
      of
      the Company, is affiliated with Lazar Levine & Felix LLP, an entity
      providing bookkeeping services to the Company.





**Item
      13. Exhibits.**





Index
      to
      Exhibits





Exhibit
            
            Description*3.1
            
            Certificate
                of Incorporation*3.2
            
            By-laws**10.1
            
            Letter
                of Intent, dated January 2, 2007***
                16.1
            
            Letter
                from Raich Ende Malter & Co. LLP regarding its resignation as the
                Company’s principal accountant31.1
            
            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, 2006.32.1
            
            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 incorporated herein by this
                reference.





**
            Filed
                as an exhibit to the Company’s current report on Form 8-K, as filed with
                the Securities and Exchange Commission on January 4, 2007, and
                incorporated herein by this reference.





***
            Filed
                as an exhibit to the Company’s current report on Form 8-K, as filed with
                the Securities and
                Exchange Commission on October 11, 2006, and incorporated herein
                by this
                reference.




15




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





Raich
      Ende Malter & Co. LLP (“Raich Ende”) was the Company’s independent
      registered public accounting firm from May 4, 2005 (inception) through October
      10, 2006. On October 10, 2006, the Company engaged Holtz
      Rubenstein Reminick LLP (“Holtz Rubenstein”) as its 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 quarterly reports on Form 10-QSB or services that are normally
      provided in connection with statutory and regulatory filings were $5,000 for
      the
      fiscal year ended December 31, 2005 and $9,500 for the fiscal year ended
      December 31, 2006.





The
      aggregate fees billed by Holtz Rubenstein for professional services rendered
      for
      the audit of our annual financial statements and review of financial statements
      included in our quarterly reports on Form 10-QSB or services that are normally
      provided in connection with statutory and regulatory filings were $7,500 for
      the
      fiscal year ended December 31, 2006.





**Audit-Related
      Fees**





There
      were no fees billed by Raich Ende for assurance and related services that
      are
      reasonably related
      to the performance of the audit or review of the Company’s financial statements
      for the fiscal years ended December 31, 2005 and 2006.





There
      were no fees billed by Holtz Rubenstein for assurance and related services that
      are
      reasonably related
      to the performance of the audit or review of the Company’s financial statements
      for the fiscal year ended December 31, 2006.





**Tax
      Fees**





The
      aggregate fees billed by Raich Ende for professional services for tax
      compliance, tax advice, and tax planning were $500 for the fiscal year ended
      December 31, 2005 and $0 for the fiscal year ended December 31, 2006. These
      fees
      were incurred for the preparation of the Company’s 2005 tax return.





The
      aggregate fees billed by Holtz Rubenstein for professional services for tax
      compliance, tax advice, and tax planning were $1,000 for the fiscal year ended
      December 31, 2006. These fees were incurred for the preparation of the Company’s
      2006 tax return.





**All
      Other Fees**





There
      were no fees billed by Raich Ende for other products and services for the fiscal
      years ended December 31, 2005 and 2006.





There
      were no fees billed by Holtz Rubenstein for other products and services for
      the
      fiscal year ended December 31, 2006.





16




**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
      the
      registrant has duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.




**SAMDREW
                V, INC.**Dated: March 16, 2007
            By:
            /s/ David
              N.
              FeldmanName:
            David
                N. FeldmanTitle:
            President,
                Director





In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
      this
      report has been signed below by the following persons on behalf of the
      registrant and in the capacities and on the dates indicated.





Title
            
            Date/s/
                Melvin F. Lazar
            
            Chief
                Executive Officer,
            
            March
                16, 2007Melvin
                  F. Lazar
            
            Chief
                Financial Officer




17