UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q

xTQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007MARCH 31, 2008

o¨TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number:  333-108057

COMMONWEALTH INCOME & GROWTH FUND V
(Exact name of registrant as specified in its charter)

Pennsylvania65-1189593
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)

Brandywine Bldg. One, Suite 200
2 Christy Drive
Chadds Ford, PA 19317
(Address, including zip code, of principal executive offices)

(610) 594-9600
(Registrant’s telephone number including area code)

Indicate by check mark whether the registrant (i) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (ii) has been subject to such filing requirements for the past 90 days: YES  xT NO  o¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a non-accelerated filer.smaller reporting company. See definition of “accelerated"accelerated filer, “large accelerated filer" and large accelerated filer”“smaller reporting company” in Rule 12b-2 of the Exchange ActAct. (Check one):

Large accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company T
Large accelerated filer  o        Accelerated filer  o          Non-accelerated filer x                        (Do not check if a smaller reporting company.)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      YES  o¨ NO xT



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FORM 10-Q
MARCH 31, 2008

FORM 10-Q
SEPTEMBER 30, 2007

TABLE OF CONTENTS

 PART I 
14
14
 PART II 
15
15
14
15
15
15
15
15
   


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Part I. FINANCIAL INFORMATION
Item 1. Financial Statements

Commonwealth Income & Growth Fund V
Commonwealth Income & Growth Fund V
 Commonwealth Income & Growth Fund V 
Condensed Balance Sheets
 
 
        
 
September 30,
  
December 31,
  March 31,  December 31, 
 
2007
  
2006
  2008  2007 
 
(unaudited)
     (unaudited)    
Assets
            
            
Cash and cash equivalents $4,102,397  $7,071,792  $3,716,460  $4,114,953 
Lease income receivable net of reserves of $28,400 and $0 as of September 30, 2007 and December 31, 2006  183,835   202,493 
Other receivables - Affiliates  112,509   58,578 
Prepaid fees  5,432   4,670 
Lease income receivable, net of reserves of $42,800 as of        
March 31, 2008 and December 31, 2007  239,700   211,207 
Other receivable, Commonwealth Capital Corp.  157,728   55,740 
Other receivable, General Partner  18,553   - 
Other receivable, affiliated limited partnerships  -   1,903 
Prepaid expenses  15,041   1,745 
  
4,404,173
   7,337,533   4,147,482   4,385,548 
                
Computer equipment, at cost  20,922,873   15,195,877   21,785,487   21,299,239 
Accumulated depreciation  (6,593,126)  (2,949,031)  (9,265,742)  (7,919,040)
  
14,329,747
   12,246,846   12,519,745   13,380,199 
                
Equipment acquisition costs and deferred expenses, net  519,996   474,586 
Prepaid Acquisition Fees  247,936   376,996 
Equipment acquisition costs and deferred expenses, net of accumulated
amortization of $527,332 and $449,553 at March 31, 2008 and
December 31, 2007
  405,969   463,248 
Prepaid acquisition fees, General Partner  227,436   247,936 
  633,405   711,184 
  
767,932
   851,582         
Total Assets
 $
19,501,852
  $20,435,961  $17,300,632  $18,476,931 
        
                
Liabilities and Partners' Capital
                
                
Liabilities
                
Accounts payable $312,351  $177,550  $11,808  $292,491 
Accounts payable - General Partner  -   56,762 
Accounts payable, General Partner  -   9,734 
Other accrued expenses  -   38,446   -   2,182 
Unearned lease income  314,922   151,248   486,096   157,032 
Notes payable  3,274,473   2,320,496   2,639,039   3,134,218 
Total Liabilities
  
3,901,746
   2,744,502 
Total liabilities  3,136,943   3,595,657 
                
Partners' Capital
                
General partner  1,000   1,000   1,000   1,000 
Limited partners  15,599,106   17,690,459   14,162,689   14,880,274 
Total Partners' Capital
  
15,600,106
   17,691,459   14,163,689   14,881,274 
                
Total Liabilities and Partners' Capital
 $
19,501,852
  $20,435,961  $17,300,632  $18,476,931 

see accompanying notes to condensed financial statements

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Table of Contents
Commonwealth Income & Growth Fund V
Commonwealth Income & Growth Fund V
 Commonwealth Income & Growth Fund V 
Condensed Statements of Operations
Condensed Statements of Operations
 Condensed Statements of Operations 
      
  Three months Ended 
 
Three Months Ended
  
Nine Months Ended
  March 31, 
 
September 30,
  
September 30,
  2008  2007 
 
2007
  
2006
  
2007
  
2006
  (unaudited) 
 
(unaudited)
  
(unaudited)
       
Revenue
                  
Lease $1,716,760  $1,022,145  $4,832,494  $2,388,849  $1,827,678  $1,378,282 
Interest and other  56,993   106,215   178,282   273,838   28,670   74,481 
                
Total Revenue
  
1,773,753
   1,128,360   
5,010,776
   2,662,687 
Total revenue  1,856,348   1,452,763 
                        
Expenses
                        
Operating, excluding depreciation  277,359   248,219   933,343   860,535   373,474   286,222 
Organizational costs  -   -   -   36,751 
Equipment management fee - General Partner  85,838   48,013   241,625   120,091 
Equipment management fee, General Partner  86,305   68,914 
Interest  41,977   28,506   110,715   65,564   43,294   28,062 
Depreciation  1,350,370   745,646   3,690,465   1,773,063   1,363,141   1,039,228 
Amortization of equipment acquisition costs and deferred expenses  74,848   41,739   208,108   99,175   77,779   58,913 
Bad debt expense  38,461   -   38,461   - 
Loss on sale of computer equipment  4,854   -   4,892   -   4,966   - 
                
Total expenses
  
1,873,707
   1,112,123   
5,227,609
   2,955,179   1,948,959   1,481,339 
                        
Net (loss) income
 $(99,954) $16,237  $(216,833) $(292,492)
Net (loss) $(92,611) $(28,576)
                        
Net (loss) income allocated to limited partners
 $(106,204) $9,339  $(235,579) $(310,635)
Net (loss) allocated to limited partners $(98,861) $(34,826)
                        
Net (loss) income per equivalent limited partnership unit
 $(0.08) $0.01  $(0.19) $(0.25)
Net (loss) per equivalent limited partnership unit $(0.08) $(0.03)
                        
Weighted average number of equivalent limited partnership units outstanding during the period
  
1,249,951
   1,249,950   
1,249,951
   1,212,899   1,249,951   1,249,951 
 
see accompanying notes to condensed financial statements

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Table of Contents


Commonwealth Income & Growth Fund V
Commonwealth Income & Growth Fund V
 Commonwealth Income & Growth Fund V 
Condensed Statements of Partners’ Capital
Condensed Statements of Partners’ Capital
 Condensed Statements of Partners’ Capital 
For the Nine Months ended September 30, 2007
 
For the Three Months ended March 31, 2008For the Three Months ended March 31, 2008 
(unaudited)
(unaudited)
 (unaudited) 
   
 
General Partner Units
  
Limited
Partner Units
  
General Partner
  
Limited Partner
  
Total
                
                General  Limited          
Partners' capital - January 1, 2007
  
50
   
1,249,951
  $
1,000
  $
17,690,459
  $
17,691,459
 
Net Income (loss)  -   -   18,746   (235,579)  (216,833)
 Partner  Partner  General  Limited    
 Units  Units  Partner  Partners  Total 
Balance, January 1, 2008  50   1,249,951  $1,000  $14,880,274  $14,881,274 
Net income (loss)  -   -   6,250   (98,861)  (92,611)
Distributions  -   -   (18,746)  (1,855,774)  (1,874,520)  -   -   (6,250)  (618,724)  (624,974)
Partners' capital - September 30, 2007
  
50
   
1,249,951
  $
1,000
  $
15,599,106
  $
15,600,106
 
Balance, March 31, 2008  50   1,249,951  $1,000  $14,162,689  $14,163,689 

see accompanying notes to condensed financial statements


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Table of Contents

 
Commonwealth Income & Growth Fund V
Commonwealth Income & Growth Fund V
 Commonwealth Income & Growth Fund V 
Condensed Statements of Cash Flow
Condensed Statements of Cash Flow
 Condensed Statements of Cash Flow 
   
 
Nine Months Ended
  Three Months Ended 
 
September 30,
  March 31, 
 
2007
  
2006
  2008  2007 
 
(unaudited)
  (unaudited) 
            
      
Net cash provided by operating activities
 $
2,587,890
  $1,086,121  $734,134  $1,311,737 
                
Investing activities:
        
Capital expenditures  (3,563,021)  (5,820,712)  (512,509)  (887,764)
Prepaid acquisition fees  129,060   39,273   20,500   32,097 
Net proceeds from the sale of computer equipment  4,715   -   4,856   - 
Equipment acquisition fees paid to General Partner  (231,319)  (294,919)  (20,500)  (58,463)
Net cash (used in) investing activities
  (3,660,565)  (6,076,358)
Net cash (used in) provided by investing activities  (507,653)  914,130 
                
Financing activities:
        
Contributions  -   5,254,658 
Offering costs  -   (593,264)
Distributions to partners  (1,874,520)  (1,818,412)  (624,974)  (624,974)
Debt placement fee paid to the General Partner  (22,200)  (15,523)
Net cash (used in) provided by financing activities
  (1,896,720)  2,827,459 
Debt Placement fees paid to General Partner  -   (5,738)
Net cash (used in) financing activities  (624,974)  (630,712)
                
Net (decrease) in cash and cash equivalents  (2,969,395)  (2,162,778)
Net decrease in cash and cash equivalents  (398,493)  (233,105)
Cash and cash equivalents, beginning of period  7,071,792   10,722,300   4,114,953   7,071,792 
        
Cash and cash equivalents, end of period
 $
4,102,397
  $8,559,522  $3,716,460  $6,838,687 

see accompanying notes to condensed financial statements

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Table of Contents

NOTES TO CONDENSED FINANCIAL STATEMENTS

1. Business

Commonwealth Income & Growth Fund V (the “Partnership”) is a limited partnership organized in the Commonwealth of Pennsylvania on May 19, 2003.  The Partnership offered for sale up to 1,250,000 units of the limited partnership at the purchase price of $20 per unit (the “Offering”).  The Partnership reached the minimum amount in escrow and commenced operations on March 14, 2005.  As of February 24, 2006, the Partnership was fully subscribed.

The Partnership used the proceeds of the Offering to acquire, own and lease various types of computer information technology (I.T.) equipment and other similar capital equipment, which is leased primarily to U.S. corporations and institutions.  Commonwealth Capital Corp. (“CCC”), on behalf of the Partnership and other affiliated partnerships, will acquireacquires computer equipment subject to associated debt obligations and lease agreements and allocateallocates a participation in the cost, debt and lease revenue to the various partnerships based on certain risk factors.

The Partnership’s General Partner is Commonwealth Income & Growth Fund, Inc. (the “General Partner”), a Pennsylvania corporation which is an indirect wholly owned subsidiary of CCC.  CCC is a member of the Investment Program Association (IPA), Financial Planning Association (FPA), and the Equipment Leasing and Finance Association (ELFA).  Approximately ten years after the commencement of operations, the Partnership intends to sell or otherwise dispose of all of its computer equipment, make final distributions to partners and to dissolve.  Unless sooner terminated, the Partnership will continue until December 31, 2015.

2. Summary of Significant Accounting Policies

Recent Accounting Pronouncements

Management’s assessment of the following accounting pronouncements has changed since disclosed in its Form 10K for December 31, 2007.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Liabilities, including an amendment of FASB Statement No. 115” (“SFAS No. 159”). SFAS No. 159 permits entities to choose, at specified election dates, to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses will be reported on items for which the fair value option has been elected in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of SFAS No. 157 “Fair Value Measurements” (“SFAS No. 157”).  As of January 1, 2008 the Partnership adopted SFAS No. 159.  The Partnership has not elected the fair value option for any financial assets or liabilities.

In September 2006, the FASB issued Statement of Financial Accounting Standards 157, “Fair Value Measurements” (“SFAS 157”), which provides guidance on measuring the fair value of assets and liabilities. SFAS 157 applies to other accounting pronouncements that require or permit assets or liabilities to be measured at fair value but does not expand the use of fair value to any new circumstances. This standard also requires additional disclosures in both annual and quarterly reports. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and will be adopted by the Partnership in the first quarter of its fiscal year 2008.   In February 2008, the FASB issued two Staff Positions on SFAS 157: (1) FASB Staff Position No. FAS 157-1 (FAS 157-1), “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement Under Statement 13,” and (2) FASB Staff Position No. FAS 157-2 (FAS 157-2),“Effective Date of FASB Statement No 157.” FAS 157-1 excludes FASB Statement No. 13, Accounting for Leases, as well as other accounting pronouncements that address fair value measurements on lease classification or measurement under Statement 13, from SFAS 157’s scope. FAS157-2 partially defers Statement 157’s effective date.  As of January 1, 2008 the Partnership partially adopted SFAS No. 157 for all financial assets.  Adoption of this pronouncement did not impact the financial statements of the Partnership at March 31, 2008.

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Table of Contents
Basis of Presentation

The financial information presented as of any date other than December 31, 20062007 has been prepared from the books and records without audit.  Financial information as of December 31, 20062007 has been derived from the audited financial statements of the Partnership, but does not include all disclosures required by generally accepted accounting principles.principles to be included in audited financial statements.  In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial information for the periods indicated, have been included.  For further information regarding the Partnership’s accounting policies, refer to the financial statements and related notes included in the Partnership’s annual report on Form 10-K for the year ended December 31, 2006.2007.  Operating results for the ninethree months ended September 30, 2007March 31, 2008 are not necessarily indicative of financial results that may be expected for the full year ended December 31, 2007.2008.

Long-Lived Assets

The Partnership evaluates its long-lived assets when events or circumstances indicate that the value of the asset may not be recoverable.  The Partnership determines whether an impairment exists by estimating the undiscounted cash flows to be generated by each asset.  If the estimated undiscounted cash flows are less than the carrying value of the asset, then an impairment exists.  The amount of the impairment is determined based on the difference between the carrying value and the fair value.  Fair value is determined based on estimated discounted cash flows to be generated by the asset.  The Partnership recordeddetermined that no impairment chargesexisted as of approximately $41,000 (included in depreciation expense) to reflect the assets at their current estimated net realizable value for the period ended September 30,March 31, 2008 and March 31, 2007.

Depreciation on computer equipment for financial statement purposes is based on the straight-line method over estimated useful lives of four years.

Net Income (Loss) Per Equivalent Limited Partnership Unit

The net income (loss) per equivalent limited partnership unit is computed based upon net income (loss) allocated to the limited partners and the weighted average number of equivalent units outstanding during the period.

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3. Computer Equipment

The Partnership is the lessor of equipment under operating leases with periods ranging from 1611 to 36 months.  In general, associated costs such as repairs and maintenance, insurance and property taxes are paid by the lessee.

Through September 30, 2007,March 31, 2008, the Partnership has only entered into operating leases.  Lease revenue is recognized on the monthly straight-line basis which is generally in accordance with the terms of the operating lease agreements.  The company’s leases do not contain any step-rent provisions or escalation clauses nor are lease revenues adjusted based on any index.

Remarketing fees are paid to the leasing companies from which the Partnership purchases leases.  These are fees that are earned by the leasing companies when the initial terms of the lease have been met and the equipment is re-leased or sold.  The General Partner believes that this strategy adds value since it entices the leasing company to "stay with the lease" for potential extensions, remarketing or sale of equipment.  This strategy potentially minimizes any conflicts the leasing company may have with a potential new lease and will potentially assist in maximizing overall portfolio performance.  The remarketing fee is tied into lease performance thresholds and is factored in the negotiation of the fee.  Remarketing fees incurred in connection with lease extensions are accounted for as operating costs.  Remarketing fees incurred in connection with the sale of computer equipment are included in our gain or loss calculations.  For the ninethree months ended September 30, 2007 and 2006,March 31, 2008 remarketing fees were incurred in the amountsamount of $1,000 and $0, respectively.approximately $3,000.  No remarketing fees were incurred for the three months ended March 31, 2007.

The Partnership’s share of the computer equipment in which it participates with other partnerships at September 30, 2007March 31, 2008 and December 31, 20062007 was approximately $7,977,000$8,693,000 and $3,923,000,$8,381,000, respectively, which is included in the Partnership’s fixed assets on its balance sheet.  The total cost of the equipment shared by the Partnership with other partnerships at September 30, 2007March 31, 2008 and December 31, 20062007 was approximately $15,750,000$19,172,000 and $8,188,000,$17,371,000, respectively.  The Partnership’s share of the outstanding debt associated with this equipment at September 30, 2007March 31, 2008 and December 31, 20062007 was $1,907,000$1,456,000 and $526,000,$1,683,000, respectively.  The total outstanding debt at September 30, 2007March 31, 2008 and December 31, 20062007 was $3,623,000$2,745,000 and $1,148,000,$3,187,000, respectively.
 
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The following is a schedule of future minimum rentals on noncancellable operating leases at September 30, 2007:March 31, 2008:
  Amount 
    
NiNine months ending December 31, 2008 $4,848,685 
Year ended December 31, 2009  3,383,955 
Year ended December 31, 2010  436,992 
Year ended December 31, 2011  8,481 
  $8,678,113 
                     
 
  
Amount
    Three months ending December 31, 2007 $1,713,580
Year ended December 31, 2008  6,263,077
Year ended December 31, 2009  3,183,342
Year ended December 31, 2010  236,371
  $
11,396,370
    
4. Related Party Transactions

Receivables/Payables

As of September 30, 2007,March 31, 2008, the Partnership’s related party receivables and payables are short term, unsecured, and non-interest bearing.

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Reimbursable Expenses

The General Partner and its affiliates are entitled to reimbursement by the Partnership for the cost of supplies and services obtained and used by the General Partner in connection with the administration and operation of the Partnership from third parties unaffiliated with the General Partner.  In addition, the General Partner and its affiliates are entitled to reimbursement for certain expenses incurred by the General Partner and its affiliates in connection with the administration and operation of the Partnership.  During the ninethree months ended September 30,March 31, 2008 and 2007, and 2006, the Partnership recorded approximately $925,000$376,000 and $678,000,$163,000, respectively, for reimbursement of expenses to the General Partner.

Offering Costs

Offering costs are payments for selling commissions, dealer manager fees, professional fees and other offering expenses relating to the syndication of the Partnership’s units.  Selling commissions are 8% of the partners’ contributed capital and dealer manager fees are 2% of the partners’ contributed capital.  These costs have been deducted from partnership capital in the accompanying financial statements.

Equipment Acquisition Fee

The General Partner is entitled to be paid an equipment acquisition fee of 4% of the purchase price of each item of equipment purchased as compensation for the negotiation of the acquisition of the equipment and lease thereof or sale under a conditional sales contract.  For the ninethree months ended September 30,March 31, 2008 and 2007, and 2006, equipment acquisition fees of approximately $231,000$20,000 and $295,000,$58,000, respectively, were earned bythe General Partner.

Debt Placement Fee

As compensation for arranging term debt to finance the acquisition of equipment by the Partnership, the General Partner is paid a fee equal to 1% of such indebtedness; provided, however, that such fee shall be reduced to the extent the Partnership incurs such fees to third parties, unaffiliated with the General Partner or the lender, with respect to such indebtedness and no such fee will be paid with respect to borrowings from the General Partner or its affiliates.  There were no debt placement fees earned by the General Partner for the three months ended March 31, 2008.  For the ninethree months ended September 30,March 31, 2007 and 2006, debt placement fees of approximately $22,000 and $16,000, respectively,$6,000, were earned by the General Partner.

Equipment Management Fee

The General Partner is entitled to be paid a monthly fee equal to the lesser of (i) the fees which would be charged by an independent third party for similar services for similar equipment or (ii) the sum of (a) two percent of (1) the gross lease revenues attributable to equipment which is subject to full payout net leases which contain net lease provisions plus (2) the purchase price paid on conditional sales contracts as received by the Partnership and (b) 5% of the gross lease revenues attributable to equipment which is subject to operating and capital leases.  For the ninethree months ended September 30,March 31, 2008, and 2007, and 2006, equipment management fees of approximately $242,000,$86,000, and $120,000,$69,000, respectively, were earned by the General Partner.

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Table of Contents
Equipment Liquidation Fee

With respect to each item of equipment sold by the General Partner (other than in connection with a conditional sales contract), a fee equal to the lesser of (i) 50% of the competitive equipment sale commission or (ii) three percent of the sales price for such equipment is payable to the General Partner.  The payment of such fee is subordinated to the receipt by the limited partners of the net disposition proceeds from such sale in accordance with the Partnership Agreement.  Such fee will be reduced to the extent any liquidation or resale fees are paid to unaffiliated parties.  For the ninethree months ended September 30, 2007,March 31, 2008, equipment liquidation fees of approximately $200 were earned by the General Partner.  For the ninethree months ended September 30, 2006March 31, 2007 there were no equipment liquidation fees earned by the General Partner.
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5. Notes Payable

Notes payable consisted of the following:
  
September 30, 2007
  
December 31, 2007
        
Installment note payable to bank; interest at 4.61%, due in monthly installments of $160, including interest, with final payment in December 2007. $158  $622
        
Installment notes payable to banks; interest ranging from 4.65% to 6.3%, due in monthly installments ranging from $1,095 to $14,239, including interest, with final payments from February through October 2008.  387,533   714,889
        
Installment notes payable to banks; interest ranging from 5.20% to 5.85% due in monthly installments ranging from $8,945 to $134,671, including interest, with final payments from January through October 2009.  2,668,307   1,604,985
        
Installment note payable to bank; interest ranging from 5.40% to 5.85%, due in monthly installments ranging from $23,643 to $31,661, including interest, with final payment in January 2010.  218,475   -
  $3,274,473  $2,320,496
        
  March 31, 2008  December 31, 2007 
Installment notes payable to banks; interest ranging from 4.65% to 6.3%, due in monthly installments ranging from $1,095 to $14,239, including interest, with final payments from February through October 2008. $165,772  $275,143 
         
Installment notes payable to banks; interest ranging from 5.85% to 6.2% due in monthly installments ranging from $8,945 to $134,671, including interest, with final payments from January through October 2009.  2,001,668   2,337,462 
         
Installment note payable to bank; interest ranging from 5.40% to 5.85%, due in monthly installments ranging from $23,643 to $31,661, including interest, with final payments from January 2010 through October 2010.  471,599   521,613 
  $2,639,039  $3,134,218 
         

These notes are secured by specific computer equipment and are nonrecourse liabilities of the Partnership.  Aggregate maturities of notes payable for each of the periods subsequent to September 30, 2007March 31, 2008 are as follows:

  Amount 
    
Nine months ending December 31, 2008 $1,351,859 
Year ended December 31, 2009  1,171,402 
Year ended December 31, 2010  115,778 
  $2,639,039 
     
 
  
Amount
Three months ending December 31, 2007 $463,842
Year ended December 31, 2008  1,733,581
Year ended December 31, 2009  1,053,748
Year ended December 31, 2010  23,302
  $
3,274,473
    
6. Supplemental Cash Flow Information

Other noncash activities included in the determination of net loss are as follows:

Nine months Ended September 30,
 
2007
  2006
Three months ended March 31, 2008  2007 
      
Lease income, net of interest expense on notes payable realized as a result of direct payment of principal by lessee to bank
 $
1,265,975
  $410,423 $495,179  $325,292 
               

No interest or principal on notes payable was paid by the Partnership because direct payment was made by lessee to the bank in lieu of collection of lease income and payment of interest and principal by the Partnership.

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Table of Contents
 
Noncash investing and financing activities include the following:following:
 
Three months ended March 31, 2008  2007 
Debt assumed in connection with purchase of computer equipment $-  $573,817 
Equipment acquisition fees earned by General Partner upon purchase of equipment from prepaid acquisition fees $20,500  $32,097 
         
Nine months Ended September 30,
 
2007
  
2006
      
Debt assumed in connection with purchase of computer equipment $
2,219,952
  $1,552,263
        
Equipment acquisition fees earned by General Partner upon purchase of equipment from prepaid acquisition fees $
129,060
  $39,273
        

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

FORWARD LOOKING STATEMENTS

Certain statements within this Quarterly Report on Form 10-Q may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”). These statements are being made pursuant to the PSLRA, with the intention of obtaining the benefits of the “safe harbor” provisions of the PSLRA, and, other than as required by law, we assume no obligation to update or supplement such statements. Forward-looking statements are those that do not relate solely to historical fact. They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. You can identify these statements by the use of words such as “may,” “will,” “could,” “anticipate,” “believe,” “estimate,” “expects,” “intend,” “predict” or “project” and variations of these words or comparable words or phrases of similar meaning. These forward-looking statements reflect our current beliefs and expectations with respect to future events and are based on assumptions and are subject to risks and uncertainties and other factors outside our control that may cause actual results to differ materially from those projected.

CRITICAL ACCOUNTING POLICIES

The Partnership's discussion and analysis of its financial condition and results of operations are based upon its financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Partnership to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. The Partnership bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The Partnership believes that its critical accounting policies affect its more significant judgments and estimates used in the preparation of its financial statements.

COMPUTER EQUIPMENT
 
Commonwealth Capital Corp., on behalf of the Partnership and other affiliated partnerships, acquires computer equipment subject to associated debt obligations and lease revenue and allocates a participation in the cost, debt and lease revenue to the various partnerships based on certain risk factors. Depreciation on computer equipment for financial statement purposes is based on the straight-line method over estimated useful lives of four years.

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REVENUE RECOGNITION

Through September 30, 2007,March 31, 2008, the Partnership has only entered into operating leases.  Lease revenue is recognized on a monthly straight-line basis which is generally in accordance with the terms of the operating lease agreement. The Partnership’s leases do not contain any step-rent provisions or escalation clauses nor are lease revenues adjusted based on any index.

The Partnership reviews a customer’s credit history before extending credit and establishes a provision for uncollectible accounts receivable based upon the credit risk of specific customers, historical trends and other information.

LONG-LIVED ASSETS

The Partnership evaluates its long-lived assets when events or circumstances indicate that the value of the asset may not be recoverable.  The Partnership determines whether an impairment exists by estimating the undiscounted cash flows to be generated by each asset.  If the estimated undiscounted cash flows are less than the carrying value of the asset, an impairment exists.  The amount of the impairment is determined based on the difference between the carrying value and the fair value.  Fair value is determined based on estimated discounted cash flows to be generated by the asset.
  The Partnership determined that no impairment existed as of March 31, 2008 and March 31, 2007.

LIQUIDITY AND CAPITAL RESOURCES

The Partnership’s primary source of capital for the ninethree months ended September 30,March 31, 2008 and 2007 was cash provided by operating activities of approximately $2,588,000.  For$734,000 and $1,312,000, respectively.  During the ninethree months ended September 30, 2006, the Partnership’s primary source of capital was from contributions of approximately $5,255,000.  EquipmentMarch 31, 2008 and 2007, equipment was purchased in the amount of approximately $3,563,000 during the nine months ended September 30, 2007$513,000 and $887,000, respectively, and distributions were paid in the amount of approximately $1,875,000.  Equipment in the amount of approximately $5,821,000 was purchased during the nine months ended September 30, 2006 and distributions were paid in the amount of approximately $1,818,000.$625,000 for each period.

The Partnership intends to invest approximately $6,200,000$2,500,000 in additional equipment for the remainder of 2007.2008.  The acquisition of this equipment will be funded by debt financing fromand cash flows from lease rental payments.

For the ninethree months ended September 30, 2007,March 31, 2008, the Partnership generated cash flows from operating activities in the amount of approximately $2,588,000,$734,000, which includes a net loss of approximately $217,000,$93,000, and depreciation and amortization expenses of approximately $3,899,000.$1,441,000.  Other non-cash activities included in the determination of net income include direct payments of lease income by lessees to banks of approximately $1,266,000.$495,000.

For the ninethree months ended September 30, 2006,March 31, 2007, the Partnership generated cash flows from operating activities in the amount of $1,086,000,$1,312,000, which includes a net loss of approximately $292,000,$29,000, and depreciation and amortization expenses of approximately $1,872,000.$1,098,000.  Other non-cash activities included in the determination of net income include direct payments of lease income by lessees to banks of approximately $410,000.$325,000.

The Partnership's investment strategy of acquiring computer equipment and generally leasing it under “triple-net leases” to operators who generally meet specified financial standards minimizes the Partnership's operating expenses.  As of September 30, 2007,March 31, 2008, the Partnership had future minimum rentals on non-cancelable operating leases of approximately $1,714,000$4,849,000 for the balance of the year ending December 31, 20072008 and approximately $9,683,000$3,829,000 thereafter.  As of September 30, 2007,March 31, 2008, the outstanding debt was approximately $3,274,000$2,639,000 with interest rates ranging from 4.61%4.65% to 6.3%, and will be payable through JanuaryOctober 2010.

The Partnership’s cash from operations is expected to continue to be adequate to cover all operating expenses, liabilities, and preferred distributions to Partners during the next 12-month period.  If available Cash Flowcash flow or Net Disposition Proceedsnet disposition proceeds are insufficient to cover the Partnership expenses and liabilities on a short and long term basis, the Partnership will attempt to obtain additional funds by disposing of or refinancing Equipment,equipment, or by borrowing within its permissible limits.  The Partnership may, from time to time, reduce the distributions to its Partners if it deems necessary.  Since the Partnership’s leases are on a “triple-net” basis, no reserve for maintenance and repairs is deemedconsidered necessary.
 
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RESULTS OF OPERATIONS

Three months ended September 30, 2007March 31, 2008 compared to Three months ended September 30, 2006March 31, 2007

For the three months ended September 30,March 31, 2008, the Partnership recognized revenue of approximately $1,856,000 and expenses of approximately $1,949,000, resulting in a net loss of approximately $93,000.  For the three months ended March 31, 2007, the Partnership recognized revenue of approximately $1,774,000$1,453,000 and expenses of approximately $1,874,000,$1,481,000, resulting in a net loss of approximately $100,000.  For the three months ended September 30, 2006, the Partnership recognized revenue of approximately $1,128,000 and expenses of approximately $1,112,000, resulting in net income of approximately $16,000.$28,000.

Lease income increased by 68%33% to approximately $1,717,000$1,828,000 for the three months ended September 30, 2007,March 31, 2008, from approximately $1,022,000$1,378,000 for the three months ended September 30, 2006.March 31, 2007.  This increase was primarily due to more lease agreements commencing versus new lease agreements ending, during the three months ended September 30, 2007.March 31, 2008.

Operating expenses, excluding depreciation, primarily consist of accounting, legal, outside service fees and reimbursement of expenses to CCC for administration and operation of the Partnership.  The expenses increased 12%32% to approximately $277,000$1,949,000 for the three months ended September 30, 2007,March 31, 2008, from $248,000$1,481,000 for the three months ended September 30, 2006.March 31, 2007.  This increase is primarily attributable to an increase in other LPLimited Partner expenses, which was partially offset by a decrease in accounting fees, and outside office and printing services.

The equipment management fee is approximately 5% of the gross lease revenue attributable to equipment that is subject to operating leases. The equipment management fee increased 79%25% to approximately $86,000 for the three months ended September 30, 2007,March 31, 2008, from $48,000$69,000 for the three months ended September 30, 2006,March 31, 2007, which is consistent with the increase in lease income.

Depreciation and amortization expenses consist of depreciation on computer equipment and amortization of equipment acquisition fees. These expenses increased 81%31% to approximately $1,425,000$1,441,000 for the three months ended September 30, 2007,March 31, 2008, from $787,000$1,098,000 for the three months ended September 30, 2006.March 31, 2007. This increase was due to the acquisition of new equipment associated with the purchase of new leases.  The Partnership recorded impairment charges of approximately $41,000 to reflect the assets at their current estimated net realizable value for the period ending September 30, 2007.


Nine months ended September 30, 2007 compared to Nine months ended September 30, 2006

For the nine months ended September 30, 2007, the Partnership recognized revenue of approximately $5,011,000, and expenses of approximately $5,228,000, resulting in a net loss of approximately $217,000.  For the nine months ended September 30, 2006, the Partnership recognized revenue of approximately $2,663,000, and expenses of approximately $2,955,000, resulting in a net loss of approximately $292,000.

Lease income increased by 102% to approximately $4,832,000 for the nine months ended September 30, 2007, from $2,389,000, for the nine months ended September 30, 2006, primarily due to more lease agreements commencing versus lease agreements ending, during the nine months ended September 30, 2006.

Operating expenses, excluding depreciation, primarily consist of accounting, legal, outside service fees and reimbursement of expenses to CCC, a related party, for administration and operation of the Partnership.  The expenses increased to approximately $933,000 for the nine months ended September 30, 2007, from $861,000 for the nine months ended September 30, 2006, primarily due to an increase in other LP expenses and Partnership taxes, and was partially offset by a decrease in blue sky expenses, due diligence expenses, and office and printing expenses.
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The equipment management fee is approximately 5% of the gross lease revenue attributable to equipment that is subject to operating leases. The equipment management fee increased to approximately $242,000 for the nine months ended September 30, 2007, from $120,000 for the nine months ended September 30, 2006, and is consistent with the increase in lease income.

Depreciation and amortization expenses consist of depreciation on computer equipment and amortization of equipment acquisition fees. These expenses increased to approximately $3,899,000 for the nine months ended September 30, 2007, from $1,872,000 for the nine months ended September 30, 2006. This increase was due to additional equipment being purchased and the associated acquisition and finance fees being recorded by the Partnership for the nine months ended September 30, 2006.  The Partnership recorded impairment charges of approximately $41,000 to reflect the assets at their current estimated net realizable value for the period ending September 30, 2007.
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Partnership believes its exposure to market risk is not material due to the fixed interest rate of its long-term debt and its associated fixed revenue streams.N/A

Item 4. 4T.  Controls and Procedures

The Chief Executive OfficerOur management, under the supervision and Principal Financial Officerwith the participation of the Partnershipprincipal executive officer and principal financial offer, have conducted a reviewevaluated the effectiveness of our controls and procedures related to our reporting and disclosure obligations as of March 31, 2008 which is the end of the Partnership'speriod covered by this Quarterly Report on Form 10-Q.  Based on that evaluation, the principal executive officer and principal financial officer have concluded that our disclosure controls and procedures as of September 30, 2007.

The Partnership’s disclosure controlsare effective to provide that (a) material information relating to us, including our consolidated affiliates is made known to these officers by us and procedures includeour consolidated affiliates’ other employees, particularly material information related to the Partnership's controlsperiod for which this periodic report is being prepared; and other procedures designed to ensure that(b) this information required to be disclosed in this and other reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, evaluated and reported, as applicable, within the time periods specified in the Securities and Exchange Commission’s rules and forms.  The Partnership’s disclosure controls and procedures also include the Partnership's controls and other procedures designed to ensure that information required to be disclosed in this and other reports filed under the Exchange Act is accumulated and communicated to the Partnership's management, including its Chief Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure and to ensure that such information is recorded, processed, summarized and reported within the required time periods.

Based upon this review, the Partnership’s Chief Executive Officer and Principal Financial Officer have concluded that the Partnership's disclosure controls (as defined in Rule 13a-15eforms promulgated under the Exchange Act) are effective to ensure that the information required to be disclosed by the Partnership in the reports it files under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) is accumulated and communicated to the Partnership's management, including its Chief Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure and to ensure that such information is recorded, processed, summarized and reported within the required time periods.

Commission.  There have been no significant changes in the General Partner’s internal controls or in other factors that could materiallysignificantly affect theour disclosure controls and procedures in the nine months ended September 30,first quarter of 2008 or subsequent to the date of the evaluation.

Part II:   OTHER INFORMATION
Item 1.                                Legal Proceedings

In April 2007, that have materially affected or are reasonably likelyour lessee Quick Loan Funding, Inc. began defaulting on its lease payments.  From April 2007 through the first quarter of 2008 we attempted several times to materially affectcollect payment of outstanding lease payments and to recover the General Partner’s internal controls over financial reporting.equipment from this lessee. On April 2, 2008, we filed suit in the Superior Court of Orange County, California (Docket No. 30-2008-00104785) against Quick Loan Funding, Inc. and its owner, Daniel Sadek, to recover the unpaid lease payments, late fees and the equipment. The suit is in its initial stages and we cannot predict the outcome with any reasonable certainty at this time.  To date, the Partnership has recorded a reserve against all outstanding rentals in the amount of approximately $43,000.  The Partnership has not experienced any significant changes related to this matter during the first quarter of 2008.  Prior to the first quarter of 2008, the Partnership had impaired these assets by approximately 15%.

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Item 1A.                   Part II:   OTHER INFORMATIONRisk Factors

Commonwealth Income & Growth Fund VN/A

Item 1.                                Legal Proceedings

N/A


2.                                Item 1A.Unregistered Risk Factors

There have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2006, as filed with the SEC. In addition to the other information set forth in this report, one should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may have a material adverse effect on our business, financial condition and/or operating results.


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

N/A

Item 3.                                DefaultsDefaults Upon Senior Securities

N/A

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

N/A

Item 4.5.                                Other Submission of Matters to a Vote of Securities HoldersInformation

N/A

Item 5. Other Information

N/A

Item 6.                                ExhibitsExhibits
 
31.1 THE RULE 15d-14(a) CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
31.2THE RULE 15d-14(a) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
32.1 SECTION 1350 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
32.2SECTION 1350 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

 
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SIGNATURE

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

 COMMONWEALTH INCOME & GROWTH FUND V
 BY: COMMONWEALTH INCOME & GROWTH FUND, INC., General Partner


November 13, 2007
May 14, 2008
By:/s/ /s/ Kimberly A. Springsteen
DateKimberly A. Springsteen
 Chief Executive Officer
/s/  Lynn A. Franceschina
Lynn A. Franceschina
Executive Vice President, Chief Operating Officer

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