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


Washington,
      D.C. 20549





**Form
      10-KSB**





(Mark
      One)





**x** **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      fiscal year ended December 31, 2007





** ̈** **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      transition period from ______________ to ______________





*Commission
      File Number 000-51680*










**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.  ̈





Check
      whether the issuer (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  ̈ No x .





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
      or any amendment to this Form 10-KSB.  ̈





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





The
      issuer’s revenues for fiscal year end December 31, 2007 were $0.





As
      of
      July 1, 2008, there were 600,000 shares of common stock, par value $.0001 per
      share, outstanding, none of which were held by non-affiliates.





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





**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 particularly in view of the current state of our operations, the
      inclusion of such information should not be regarded as a statement by us or
      any
      other person that our objectives and plans will be achieved. Factors that could
      cause actual results to differ materially from those expressed or implied by
      such forward-looking statements include, but are not limited to, the factors
      set
      forth herein under the headings “Business,” “Plan of Operation” and “Risk
      Factors”. We undertake no obligation to revise or update publicly any
      forward-looking statements for any reason.





**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 3, 2005 and maintains its principal executive
      office 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
      through the acquisition of, or merger with, an operating business. The Company
      filed a registration statement on Form 10-SB with the U.S. Securities and
      Exchange Commission (the “SEC”) on December 16, 2005, and since its
      effectiveness, the Company has focused its efforts to identify a possible
      business combination.





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





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





**Proposed
      Merger with QuantumSphere, Inc.**





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 intended 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 our common stock, par value
      $0.0001 per share (the “Common Stock”) of the Company (the “Merger”). A copy of
      the Letter of Intent is attached hereto as Exhibit 10.1. The Letter of Intent
      expired on March 31, 2007, and the Company did not renew the Letter of Intent.
      However, the Company has not entered into a formal termination agreement as
      of
      the date of this report. The Company has resumed its efforts in locating a
      target company with which to complete a business combination.





**Competition**





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


1


**Employees**





We
      have
      no employees other than our management who devotes only a limited amount of
      time
      to our business.





**Risk
      Factors**


**You
      should carefully review and consider the following risks as well as all other
      information contained in this Annual Report on Form 10-KSB, including our
      financial statements and the notes to those statements. The following risks
      and
      uncertainties are not the only ones facing us. Additional risks and
      uncertainties of which we are currently unaware or which we believe are not
      material also could materially adversely affect our business, financial
      condition, results of operations, or cash flows. To the extent any of the
      information contained in this annual report constitutes forward-looking
      information, the risk factors set forth below are cautionary statements
      identifying important factors that could cause our actual results
      for various financial reporting periods to differ materially from those
      expressed in any forward-looking statements made by or on our behalf and could
      materially adversely effect our financial condition, results of operations
      or
      cash flows.**





***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.





***We
      have a limited operating history.***





We
      have a
      limited operating history and no revenues or earnings from operations since
      inception, and there is a risk that we will be unable to continue as a going
      concern and consummate a business combination. 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 merger
      or
      other business combination with a private company. This may result in our
      incurring a net operating loss that will increase unless we consummate a
      business combination with a profitable business. We cannot assure you that
      we
      can identify a suitable business opportunity and consummate a business
      combination, or that any such business will be profitable at the time of its
      acquisition by us or ever.





***We
      have incurred and may continue to incur losses.***





Since
      inception (May 4, 2005) to December 31, 2007, we have incurred a net loss of
      $(95,224), and there is a risk that we will be unable to continue as a going
      concern.  .  We
      expect
      that we will incur losses at least until we complete a merger or other business
      combination with an operating business and perhaps after such a combination
      as
      well. There can be no assurance that we will complete a merger or other business
      combination with an operating business or that we will ever be profitable.


2


***We
      face a number of risks associated with potential
      acquisitions.***





We
      intend
      to use reasonable efforts to complete a merger or other business combination
      with an operating business. Such combination will be accompanied by risks
      commonly encountered in acquisitions, including, but not limited to,
      difficulties in integrating the operations, technologies, products and personnel
      of the acquired companies and insufficient revenues to offset increased expenses
      associated with acquisitions. Failure to manage and successfully integrate
      acquisitions we make could harm our business, our strategy and our operating
      results in a material way.




***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.





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





While
      seeking a business combination, management anticipates devoting 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.





***There
      can be no assurance that the Company will successfully consummate a business
      combination.***





We
      can
      give no assurances that we will successfully identify and evaluate suitable
      business opportunities or that we will conclude a business combination.
      Management has not identified any particular industry or specific business
      within an industry for evaluation. We cannot guarantee that we will be able
      to
      negotiate a business combination on favorable terms.





***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.


3


***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.





***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 do not
      expect to realize any revenue unless and until we successfully merge with or
      acquire an operating business.





***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 expect to 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.


4


***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.





***Our
      stockholders may have a minority interest in the Company following a merger
      or
      other business combination with an operating business.***





If
      we
      consummate a merger or business combination with a company with a value in
      excess of the value of our Company and issue shares of Common
      Stock to
      the
      stockholders of such company as consideration for merging with us, our
      stockholders would own less than 50% of the Company after the business
      combination. The stockholders of the acquired company would therefore be able
      to
      control the election of our board of directors (the “Board of Directors”) and
      control our Company.





***There
      is currently no trading market for our Common Stock, and liquidity of shares
      of
      our Common Stock is limited.***





Shares
      of
      our Common
      Stock are
      not
      registered under the securities laws of any state or other jurisdiction, and
      accordingly there is no public trading market for the 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 of 1933, as amended (the “Securities Act”). 
Therefore, outstanding shares of 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 Common
      Stock cannot
      be
      sold under the exemption from registration provided by 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 (the “Wulff Letter”).  The Wulff Letter provides that certain
      private transfers of the shares of common stock may be prohibited without
      registration under federal securities laws.  Further, stockholders may rely
      on the exemption from registration provided by Rule 144 of the Securities Act
      (“Rule 144”), subject to certain restrictions, starting one year after (i) the
      completion of a business combination with a private company in a reverse merger
      or reverse takeover transaction after which the company would cease to be a
      “shell company” (as defined in Rule 12b-2 under the Exchange Act) and (ii) the
      disclosure of certain information on a Current Report on Form 8-K within four
      business days thereafter and only if the Company has been current in all of
      its
      periodic SEC filings for the 12 months preceding the contemplated sale of stock.





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.


5


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





Since
      shares of our 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 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 informal
      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 if the issuer’s securities are listed on
      the Over-the-Counter Bulletin Board or on the Pink Sheets. The SEC has taken
      the
      position that these smaller issuers may not be able to rely on Rule 415 under
      the Securities Act (“Rule 415”), 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 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.





***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 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 the
      issuance of additional securities without stockholder approval and the
      substantial dilution in the percentage of 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 current stockholder. 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 stockholder will occur and the rights of the holder of Common Stock
      might
      be materially and adversely affected.


6


***Our
      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 third parties, our stockholders may
      choose to cause the Company to sell Company securities to one or more third
      parties, with the proceeds of such sale(s) being utilized by the Company to
      repurchase their shares of Common Stock. As a result of such transaction(s),
      our
      management, stockholders and Board of Directors may change.





***Our
      Board of Directors has the power to issue shares of Preferred Stock with certain
      rights without stockholder approval.***





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 shares of 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 our authorized Preferred Stock, there can be no assurance that we
      will
      not do so in the future.





***Shareholder
      control over management.***





Management
      currently owns 75% of all the issued and outstanding Common Stock of the
      Company. Consequently, management has the ability to control the operations
      of
      the Company and, acting together, control all matters submitted to stockholders
      for approval, including:





·
            Election
                of the Board of Directors;





·
            Removal
                of any directors;





·
            Amendment
                of the Company’s certificate of incorporation or bylaws;
                and





·
            Adoption
                of measures that could delay or prevent a change in control or impede
                a
                merger, takeover or other business
                combination.





These
      stockholders will thus have control over our management and affairs.
      Accordingly, this concentration of ownership may have the effect of impeding
      a
      merger, consolidation, takeover or other business consolidation, or discouraging
      a potential acquirer from making a tender offer for our C ommon
      Stock .





**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 Company is
      a
      party or as to which any of its property is subject, and no such proceedings
      are
      known to the Company to be threatened or contemplated against it.


7


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





None.





**PART
      II**





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





**Common
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 40,000,000 shares
      of Common Stock. Our Common Stock is not listed on a publicly-traded market.
      As
      of July 1, 2008, there were three holders of record of our 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 the Preferred Stock.





**Dividend
      Policy**





The
      Company has not declared or paid any cash dividends on 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.





**Recent
      Sales of Unregistered Securities**





The
      Company did not sell any equity securities that were not registered under the
      Securities Act during the fiscal quarter ended December 31, 2007.





On
      May 4,
      2005, the Registrant sold an aggregate of 300,000 shares of Common Stock to
      Barbra Barth Feldman and Melvin F. Lazar, the Chief Executive Officer and Chief
      Financial 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.





No
      securities have been issued for services. Neither the Company nor any person
      acting on its behalf offered or sold the securities by means of any form of
      general solicitation or general advertising. No services were performed by
      any
      purchaser as consideration for the shares issued.





**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 locate a suitable acquisition
      or merger candidate and consummate a business combination. The Company may
      need
      additional cash advances from its stockholders or loans from other parties
      to
      pay for operating expenses until the Company consummates a merger or business
      combination with a privately-held operating 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.


8


Since
      our
      formation on May 3, 2005, our purpose has been to effect a business combination
      with an operating business which we believe has significant growth potential.
      We
      are currently considered to be a “blank check” company in as much as we have no
      specific business plans, no operations, revenues or employees. We currently
      have
      no definitive agreements with any prospective business combination candidates,
      nor are there any assurances that we will find a suitable business with which
      to
      combine and consummate a reverse merger or business combination. The
      implementation of our business objectives is wholly contingent upon a business
      combination and/or the successful sale of securities in the company.





As
      a
      result of our limited resources, we expect to effect only a single business
      combination. Accordingly, the prospects for our success will be entirely
      dependent upon the future performance of a single business. Unlike certain
      entities that have the resources to consummate several business combinations
      or
      entities operating in multiple industries or multiple segments of a single
      industry, we will not have the resources to diversify our operations or benefit
      from the possible spreading of risks or offsetting of losses. A target business
      may be dependent upon the development or market acceptance of a single or
      limited number of products, processes or services, in which case there will
      be
      an even higher risk that the target business will not prove to be commercially
      viable.





Our
      management is only required to devote a very limited portion of its time to
      our
      affairs on a part-time or as-needed basis. We expect to use outside consultants,
      advisors, attorneys and accountants as necessary, none of which will be hired
      on
      a retainer basis. We do not anticipate hiring any full-time employees so long
      as
      we are seeking and evaluating business opportunities.





We
      expect
      our present management to play no managerial role in the Company following
      a
      merger or business combination. Although we intend to scrutinize closely the
      management of a prospective target business in connection with our evaluation
      of
      a business combination with a target business, our assessment of management
      may
      be incorrect. We cannot assure you that we will find a suitable business with
      which to combine.





**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 effect an acquisition of, or merger
      with, an operating company, of which there can be no assurance.





We
      had a
      net loss of $(33,028) for the year ended December 31, 2007 consisting of $31,418
      of general and administrative expenses and $1,610 in interest
      expense.





We
      had a
      net loss of $(40,231) for the year ended December 31, 2006 consisting of $39,409
      of general and administrative expenses and $822 in interest
      expense.





**Off-Balance
      Sheet Arrangements**





The
      Company does not have any off-balance sheet arrangements that have or are
      reasonably likely to have a current or future effect on the Company’s financial
      condition, changes in financial condition, revenues or expenses, results of
      operations, liquidity, capital expenditures or capital resources that is
      material to investors.


9


**Item
      7. Financial Statements.**





**SAMDREW
      V, INC.**


**A
      DEVELOPMENT STAGE COMPANY**


**DECEMBER
      31, 2007**





**-
      TABLE OF CONTENTS -**





**Page(s)**Financial
                Statements:Report
                of Independent Registered Public Accounting Firm
            F
                -
                1Balance
                Sheets as of December 31, 2007 and 2006
            F
                -
                2Statements
                of Operations for the Years Ended December 31, 2007 and December
                31, 2006
                and for the Cumulative Period from Inception (May 4, 2005) to December
                31,
                2007
            F
                -
                3Statement
                of Stockholders’ Deficiency for the Period from Inception (May 4, 2005) to
                December 31, 2007
            F
                -
                4Statements
                of Cash Flows for the Years Ended December 31, 2007 and December
                31, 2006
                and for the Cumulative Period from Inception (May 4, 2005) to December
                31,
                2007
            F
                -
                5Notes
                to Financial Statements
            F
                -
                6 –  F - 10


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, 2007 and 2006, and the related statements of operations, statement
      of stockholders' deficiency, and statements of cash flows for the years ended
      December 31, 2007 and 2006 and the cumulative period from inception (May 4,
      2005) to December 31, 2007. 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. The Company is not required to
      have, nor were we engaged to perform, an audit of its internal control over
      financial reporting. Our audit included consideration of internal control over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purpose of expressing an
      opinion on the effectiveness of the Company's internal control over financial
      reporting. Accordingly, we express no such opinion. An audit 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,
      2007 and 2006, and the results of its operations and its cash flows for the
      years ended December 31, 2007 and 2006, and the cumulative period from inception
      (May 4, 2005) to December 31, 2007, 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


June
      25,
      2008


F-1


**SAMDREW
      V, INC.**


**A
      Development Stage Company**


**BALANCE
      SHEETS**





**December 31,**
              **2007**
            
            December 31,
              2006**ASSETS****CURRENT
                ASSETS:**Cash
                and cash equivalents
            
            **$**
            **597**
            
            $
            1,075**TOTAL
                ASSETS**
            
            **$**
            **597**
            
            $
            1,075**LIABILITIES
                AND STOCKHOLDERS’ DEFICIENCY****CURRENT
                LIABILITIES:**Accrued
                expenses
            
            **$**
            **10,931**
            
            $
            9,181**LONG
                TERM LIABILITIES:**Loans
                payable to stockholders
            
            
            **43,985**
            
            
            26,985**TOTAL
                LIABILITIES**
            
            
            **54,916**
            
            
            36,166**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 issued
                and
                outstanding for the year ending December 31, 2007 and 2006
            
            
            **60**
            
            
            60Additional
                paid-in capital
            
            
            **40,845**
            
            
            27,045Stock
                subscription receivable
            
            
            -
            
            
            -Deficit
                accumulated during the development stage
            
            
            **(95,224**
            **)**
            
            (62,196
            )**TOTAL
                STOCKHOLDERS’ DEFICIENCY**
            
            
            **(54,319**
            **)**
            
            (35,091
            )**TOTAL
                LIABILITIES AND STOCKHOLDERS’ DEFICIENCY**
            
            **$**
            **597**
            
            $
            1,075




**See
      notes to financial statements.**


F-2


**SAMDREW
      V, INC.**


**A
      Development Stage Company**


**STATEMENTS
      OF OPERATIONS**





**For the Year**
              **Ended**
              **December 31,**
              **2007**
            
            For the Year
              Ended
              December 31,
              2006
            
            For the
              Cumulative
              Period from
              Inception
              (May 4, 2005)
              to December 31,
              2007**REVENUE**
            
            **$**
            **-**
            
            $
            -
            
            $General
                and administrative expenses
            
            
            **31,418**
            
            
            39,409
            
            
            92,682**LOSS
                BEFORE OTHER EXPENSES**
            
            
            **(31,418**
            **)**
            
            (39,409
            )
            
            (92,682
            )**OTHER
                EXPENSES:**Interest
                expense
            
            
            **1,610**
            
            
            822
            
            
            2,542**NET
                LOSS**
            
            **$**
            **(33,028**
            **)**
            $
            (40,231
            )
            $
            (95,224
            )**BASIC
                AND DILUTED NET LOSS PER SHARE**
            
            
            **(.06**
            **)**
            
            (.08
            )**NUMBER
                OF SHARES USED IN COMPUTING BASIC AND DILUTED NET LOSS PER
                SHARE**
            
            
            **600,000**
            
            
            548,333




**See
      notes to financial statements.**


F-3


**SAMDREW
      V, INC.**


**A
      Development Stage Company**


**STATEMENT
      OF STOCKHOLDERS’ DEFICIENCY**


Preferred Stock
                
                Common Stock
                
                Additional
                  Paid-in
                
                Stock
                  Subscription
                
                (Deficit)
                  Accumulated
                  During the
                  Development
                
                Stockholders’Shares
                
                Amount
                
                Shares
                
                Amount
                
                Capital
                
                Receivable
                
                Stage
                
                Deficiency**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
                )Proceeds
                    fromcapital
                    contribution
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                300
                
                
                -
                
                
                -
                
                
                300Fair
                    market value of services provided
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                13,500
                
                
                -
                
                
                -
                
                
                13,500Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (33,028
                )
                
                (33,028
                )**BALANCE
                    AT DECEMBER 31, 2007**
                
                
                -
                
                $
                -
                
                
                600,000
                
                $
                60
                
                $
                40,845
                
                $
                -
                
                $
                (95,224
                )
                $
                (54,319
                )





**See
      notes to financial statements.**


F-4


**SAMDREW
      V, INC.**


**A
      Development Stage Company**


**STATEMENTS
      OF CASH FLOWS**





**For the Year**
              **Ended**
              **December**
              **31, 2007**
            
            For the Year
              Ended
              December 31,
              2006
            
            For the
              Cumulative
              Period from
              Inception
              (May 4,
              2005) to
              December 31,
              2007**CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                loss
            
            **$**
            **(33,028**
            **)**
            $
            (40,231
            )
            $
            (95,224
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Fair
                market value of services provided in exchange for additional paid
                in
                capital
            
            
            **13,500**
            
            
            13,500
            
            
            40,375Changes
                in operating assets and liabilities:Increase
                in accrued expenses
            
            
            **1,750**
            
            
            3,591
            
            
            10,931**Net
                cash used in operating activities**
            
            
            **(17,778**
            **)**
            
            (23,140
            )
            
            (43,918
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Proceeds
                from capital contribution
            
            
            **300**
            
            
            -
            
            
            300Proceeds
                from issuance of common stock
            
            
            **-**
            
            
            215
            
            
            230Proceeds
                from stockholder loan
            
            
            **17,000**
            
            
            17,000
            
            
            43,985**Net
                cash provided by financing activities**
            
            
            **17,300**
            
            
            17,215
            
            
            44,515**NET
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS**
            
            
            **(478**
            **)**
            
            (5,925
            )
            
            597Cash
                and cash equivalents at beginning of period
            
            
            **1,075**
            
            
            7,000
            
            
            **-****CASH
                AND CASH EQUIVALENTS AT END OF PERIOD**
            
            **$**
            **597**
            
            $
            1,075
            
            $
            597**Supplemental
                Disclosures of Cash Flow Information**Noncash
                Financing Activities:Fair
                market value of services provided in exchange for additional paid
                in
                capital
            
            **$**
            **13,500**
            
            $
            13,500
            
            $
            40,375




**See
      notes to financial statements.**


F-5


**SAMDREW
      V, INC.**


**A
      Development Stage Company**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007**





**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 3, 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 $95,224, used cash from
      operations of $23,140 since its inception, and has a working capital deficit
      of
      $10,334 at December 31, 2007. 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.
      These factors raise substantial doubt about the company’s ability to continue as
      a going concern. The accompanying financial statements do not include
      adjustments as a result of this uncertainty.





***(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, 2007**





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





The
      Company has approximately $14,000 in gross, deferred tax assets at December
      31,
      2007 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
      PAYABLE TO 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 in five
      years.





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.





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.





On
      October 26, 2007, the Company entered into loan payable agreements with two
      of
      its stockholders in the amount of $1,000 each. These loans accrue interest
      at a
      rate of 8.25% 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
      October 26, 2012.


F-7


**SAMDREW
      V, INC.**


**A
      Development Stage Company**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007**





**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 $3,750, $5,500 and $12,250 for the years ended December
      31,
      2007 and December 31, 2006 and for the period from inception through December
      31, 2007, respectively. ****





An
      officer and director of the Company is the Managing Partner of Feldman Weinstein
      & Smith LLP, an entity providing legal services to the Company at no cost.
      The fair value of legal services provided amounted to $13,500 for the years
      ended December 31, 2007 and 2006 and $40,375 for the period from inception
      through December 31, 2007.


F-8


**SAMDREW
      V, INC.**


**A
      Development Stage Company**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007**





**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, 2007.





December 31, 2007
            
            December 31, 2006Current:Federal
            
            $
            -
            
            $
            -Deferred
                tax asset:Federal
            
            
            14,000
            
            
            5,400Valuation
                allowance
            
            
            (14,000
            )
            
            (5,400
            )$
            -
            
            $
            -





The
      Company has approximately $14,000 in gross deferred tax assets at December
      31,
      2007, 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,
      2007, the Company has federal net operating loss carryforwards of approximately
      $54,000 available to offset future taxable income through 2027. These losses
      are
      lower than the accumulated losses since inception of $95,200 on account of
      non-deductible legal expenses totaling $40,400.





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:





December 31,
              2007
            
            December 31,
              2006Statutory federal
                income tax rate
            
            
            20
            %
            
            17
            %Increase
                (decrease) resulting from:-
                Non-deductible legal fees
            
            
            (8
            )%
            
            (7
            )%-
                Valuation allowance
            
            
            (12
            )%
            
            (10
            )%Income
                tax rate
            
            
            0
            %
            
            0
            %





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





In
      September 2006, the FASB issued SFAS No. 157, *Fair
      Value Measurements* ,
      which
      defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles, and expands disclosures about fair
      value measurements. This statement does not require any new fair value
      measurements, but provides guidance on how to measure fair value by providing
      a
      fair value hierarchy used to classify the source of the information. SFAS
      No. 157 is effective for fiscal years beginning after November 15, 2007,
      and all interim periods within those fiscal years. In February 2008, the FASB
      released FASB Staff Position (FSP FAS 157-2 – *Effective Date of FASB Statement No. 157* )
      which
      delays the effective date of SFAS No. 157 for all nonfinancial assets and
      nonfinancial liabilities, except those that are recognized or disclosed at
      fair
      value in the financial statements on a recurring basis (at least annually),
      to
      fiscal years beginning after November 15, 2008 and interim periods within those
      fiscal years. The implementation of SFAS No. 157 for financial assets and
      liabilities, effective January 1, 2008, did not have an impact on the
      Company’s financial position and results of operations. The Company is currently
      evaluating the impact of adoption of this statement on its non-financial assets
      and liabilities in the first quarter of fiscal 2009.


F-9


**SAMDREW
      V, INC.**


**A
      Development Stage Company**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007**





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





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities” (“SFAS No. 159”). SFAS No. 159
      permits entities to choose to measure, on an item-by-item basis, specified
      financial instruments and certain other items at fair
      value.  Unrealized gains and losses on items for which the fair value
      option has been elected are required to be reported in earnings at each
      reporting date.  SFAS No. 159 is effective for fiscal years beginning
      after November 15, 2007, the provisions of which are required to be applied
      prospectively. The Company adopted this Statement as of **** January
      1, 2008 and has elected not to apply the fair value option to any of its
      financial instruments.




In
      December 2007, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standards (“SFAS”) No. 141 (revised
      2007), Business Combinations, which replaces SFAS No 141. The statement retains
      the purchase method of accounting for acquisitions, but requires a number of
      changes, including changes in the way assets and liabilities are recognized
      in
      the purchase accounting. It also changes the recognition of assets acquired
      and
      liabilities assumed arising from contingencies, requires the capitalization
      of
      in-process research and development at fair value, and requires the expensing
      of
      acquisition-related costs as incurred. SFAS No. 141R is effective
      for business combinations for which the acquisition date is on or after the
      beginning of the first annual reporting period beginning on or after December
      15, 2008.




In
      December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
      Consolidated Financial Statements-and Amendment of ARB No. 51.”  SFAS
      160 establishes accounting and reporting standards pertaining to ownership
      interests in subsidiaries held by parties other than the parent, the amount
      of
      net income attributable to the parent and to the noncontrolling interest,
      changes in a parent’s ownership interest, and the valuation of any retained
      noncontrolling equity investment when a subsidiary is
      deconsolidated.  This statement also establishes disclosure
      requirements that clearly identify and distinguish between the interests of
      the
      parent and the interests of the noncontrolling owners.  SFAS 160 is
      effective for fiscal years beginning on or after December 15,
      2008.  The adoption of SFAS 160 is not currently expected to have a
      material effect on the Company’s financial position, results of operations, or
      cash flows.





In
      March
      2008, the Financial Accounting Standards Board (FASB) issued FASB Statement
      No.
      161, *Disclosures
      about Derivative Instruments and Hedging Activities.* The new
      standard is intended to improve financial reporting about derivative instruments
      and hedging activities by requiring enhanced disclosures to enable investors
      to
      better understand their effects on an entity’s financial position, financial
      performance, and cash flows. It is effective for financial statements issued
      for
      fiscal years and interim periods beginning after November 15, 2008, with early
      application encouraged. The company is currently evaluating the impact of
      adopting SFAS. No. 161 on its financial statements.





**NOTE
      7 - LETTER OF INTENT:**





On
      January 2, 2007, the Company entered into a letter of intent with Quantum
      Sphere, Inc. (“Letter of Intent”) whereby the Company intends to combine with
      Quantum Sphere, Inc. (“Quantum Sphere”) through either a merger or an exchange
      of shares of stock of Quantum Sphere. The Letter of Intent expired on March
      31,
      2007, and the Company does not intend to renew the Letter of Intent. However,
      the Company has not entered into a formal termination agreement as of the date
      of this filing.


F-10


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





None.





**Item
      8A(T). Controls and Procedures.**




*Evaluation
      of Disclosure Controls and Procedures*




As
      of the
      end of the period covered by this Annual Report, we carried out an evaluation,
      under the supervision and with the participation of our management, including
      our principal executive officer and principal financial officer, of the
      effectiveness of the design and operation of our disclosure controls and
      procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)).
      Based
      upon the foregoing evaluation, our principal executive officer and principal
      financial officer have concluded that our disclosure controls and procedures
      were not effective, for the reasons discussed below, to ensure that information
      required to be disclosed by us in the reports that we file or submit under
      the
      Exchange Act is recorded, processed, summarized and reported within the time
      periods specified in the rules and forms of the SEC.





*Management’s
      Report on Internal Control Over Financial Reporting*





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting and for the assessment of the effectiveness
      of
      internal control over financial reporting. As defined by the SEC, internal
      control over financial reporting is a process designed by, or under the
      supervision of, our principal executive officer and principal financial officer
      and effected by our Board of Directors, management and other personnel, to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of the financial statements in accordance with U.S.
      generally accepted accounting principles.





Our
      internal control over financial reporting includes those policies and procedures
      that (1) pertain to the maintenance of records that, in reasonable detail,
      accurately and fairly reflect our transactions and dispositions of our assets;
      (2) provide reasonable assurance that transactions are recorded as necessary
      to
      permit preparation of the financial statements in accordance with U.S. generally
      accepted accounting principles, and that our receipts and expenditures are
      being
      made only in accordance with authorizations of our management and directors;
      and
      (3) provide reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a
      material effect on the financial statements.





Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements on a timely basis. Also, projections of any
      evaluation of effectiveness to future periods are subject to the risk that
      controls may become inadequate because of changes in conditions, or that the
      degree of compliance with the policies or procedures may
      deteriorate.





In
      connection with the preparation of our annual financial statements, management
      conducted an assessment of the effectiveness of our internal control over
      financial reporting as of December 31, 2007, based on criteria established
      in
      Internal Control - Integrated Framework issued by the Committee of Sponsoring
      Organizations of the Treadway Commission, or the COSO Framework. Management’s
      assessment included an evaluation of the design of our internal control over
      financial reporting and testing of the operational effectiveness of those
      controls.




Based
      on
      this evaluation, management has concluded that our internal control over
      financial reporting was not effective as of December 31, 2007.  Our
      principal executive officer and principal financial officer concluded that
      we
      have material weaknesses in our internal control over financial reporting
      because of the delayed preparation and filing of our annual report. Accordingly,
      the information contained therein was not recorded, processed, summarized and
      reported within the time periods specified in the rules and forms of the SEC.
      We
      plan to rectify these deficiencies by timely filing future reports with the
      SEC.
      Management made the decision not to timely file the September 30, 2007 Form
      10-QSB or this Form 10-KSB.


11


This
      Annual Report does not include an attestation report of the Company's
      independent registered public accounting firm regarding internal control over
      financial reporting. Management's report was not subject to attestation by
      the
      Company's independent registered public accounting firm pursuant to temporary
      rules of the SEC that permit the Company to provide only management’s report on
      internal control in this annual report.





*Changes
      in Internal Controls*




There
      have been no changes in our internal control over financial reporting during
      our
      most recent fiscal quarter that have materially affected, or are reasonably
      likely to materially affect, our internal control over financial reporting.





**Item
      8B. Other Information.**





None.





**PART
      III**





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





(a)
      Identification of Directors and Executive Officers. The following table sets
      forth certain information regarding the Company’s sole director and executive
      officers for the fiscal year ended December 31, 2007:





**Name**
            
            **Age**
            
            **Position**
            
            **Term**David
                N. Feldman
            
            47
            
            President,
                Secretary,
              Director
            
            May
                4, 2005 through PresentMelvin
                F. Lazar
            
            67
            
            Chief
                Executive Officer,
              Chief
                Financial Officer
            
            February
                17, 2006 through Present





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





**David
      N. Feldman, President, Secretary and Director.** Mr.
      Feldman has served as President, Secretary and director of the Company since
      its
      inception. He has been the **** Managing
      Partner and co-founder of Feldman Weinstein & 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.


12


(b)
      Significant Employees.





As
      of the
      date hereof, the Company has no 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 stockholder 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 Company 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.




Based
      solely on the Company’s review of the copies of the forms received by it during
      the fiscal year ended December 31, 2007 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 Common Stock failed to comply with all
      Section 16(a) filing requirements during such fiscal year:





Name
            
            Number of Late Reports
            
            Number of Transactions Not Reported on a Timely BasisMelvin
                F. Lazar
            
            1
            
            1





**Code
      of Ethics**





Due
      to
      the limited scope of our current operations, the Company has not yet 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. However, upon the
      completion of a reverse merger transaction or business combination with an
      operating company, we intend to adopt a formal Code of Business Conduct and
      Ethics.





**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.


13


**Item
      10. Executive Compensation.**





The
      following table sets forth the cash compensation paid by the Company to its
      President and Secretary for services rendered during the fiscal year ended
      December 31, 2007.





Name and Position
            
            Year
            
            Total CompensationDavid N. Feldman, President
                and Secretary
            
            2007
              2006
            
            None
              None





**Director
      Compensation**





We
      do not
      currently pay any cash fees to our sole director, but we pay our d irector’s
      expenses in attending board meetings. During the year ended December 31, 2007
      no
      director expenses were reimbursed.





**Employment
      Agreements**





The
      Company is not a party to any employment agreements.





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





The
      following tables set forth certain information as of July 1, 2008, regarding
      (i)
      each person known by the Company to be the beneficial owner of more than 5%
      of
      the outstanding shares of Common Stock, (ii) each director, nominee and
      executive officer of the Company and (iii) all officers and directors as a
      group.





Name and Address
            
            Amount and Nature of
              Beneficial Ownership
            
            Percentage
              of ClassBarbra
                Barth Feldman
              970
                Browers Point Branch
              Hewlett
                Neck, NY 11598
            
            
            300,000
            
            
            50%David
                N. Feldman (1)
              970
                Browers Point Branch
              Hewlett
                Neck, NY 11598
            
            
            300,000
                (2)
            
            
            50%Melvin
                F. Lazar (3)
              350
                Fifth Avenue
              New
                York, NY 10118
            
            
            150,000
            
            
            25%Kenneth
                Rind
              853
                Camino Del Mar, Suite 100
              Del
                Mar, CA 92014
            
            
            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.


14


**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”).
      On October 26, 2007, the Company issued an 8.25% promissory note to each of
      Melvin F. Lazar and Kenneth Rind (the “October 2007 Notes” and, together with
      the September 2005 Note, the March 2006 Notes, the September 2006 Notes, and
      the
      March 2007 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, the March 2007 Notes will mature on
      December 31, 2012 and the October 2007 Notes will mature on October 26, 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.





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, as filed with the Delaware Secretary of State on
                May 3,
                2005.*3.2
            
            By-laws.**4.1
            
            Promissory
                Note issued by the Company to Melvin F. Lazar, dated October 26,
                2007.**4.2
            
            Promissory
                Note issued by the Company to Kenneth Rind, dated October 26,
                2007.***10.1
            
            Letter
                of Intent with QuantumSphere, Inc.31.1
            
            Certification
                of the Company’s Principal Executive Officer and Principal Financials
                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, 2007.32.1
            
            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.


15





*
            
            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 Quarterly Report on Form 10-QSB, as filed
                with the Securities and Exchange Commission on July 1, 2008, 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.





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





Raich
      Ende Malter & Co. LLP (“Raich Ende”) was the Company’s independent
      registered public accounting firm from inception (May 4, 2005) 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 $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 $11,000 for
      the fiscal year ended December 31, 2007 and $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 year ended December 31, 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 years ended December 31, 2007 and
      December 31, 2006.





**Tax
      Fees**





There
      were no fees billed by Raich Ende for professional services for tax compliance,
      tax advice, and tax planning for the fiscal year ended December 31, 2006.





The
      aggregate fees billed by Holtz Rubenstein for professional services for tax
      compliance, tax advice, and tax planning were $150 **** for
      the
      fiscal year ended December 31, 2007 and $1,000 for the fiscal year ended
      December 31, 2006. These fees were incurred for the preparation of the Company’s
      2007 tax extension and 2006 tax return, respectively.





**All
      Other Fees**





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


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There
      were no fees billed by Holtz Rubenstein for other products and services for
      the
      fiscal years ended December 31, 2007 and December 31, 2006.





**Audit
      Committee’s Pre-Approval Process**





The
      Board
      of Directors acts as the audit committee of the Company, and accordingly, all
      services are approved by all the members of the Board of Directors.


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**SIGNATURES**





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





**SAMDREW
                V, INC.**Dated:
                July 1, 2008
            
            By:
            /s/
                David N. FeldmanDavid
                FeldmanPresident,
                Secretary and DirectorDated:
                July 1, 2008
            
            By:
            /s/
                Melvin F. LazarMelvin
                F. LazarChief
                Executive Officer andChief
                Financial Officer


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