UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q ~~[X]~~

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, ~~2006 [_]~~2007

£ 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 ~~L.P. (Exact~~

(Exact name of registrant as specified in its charter) ~~Pennsylvania 65-1189593 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization)~~

Pennsylvania	65-1189593
(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,~~

(Address, including zip code, of principal executive offices)

(610) 594-9600 ~~(Registrant's~~

(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 ~~[X]~~T NO ~~[_]~~ £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ~~"accelerated~~“accelerated filer and large accelerated ~~filer"~~filer” in Rule 12b-2 of the Exchange ~~Act.~~Act (Check one): ~~Large accelerated filer [_] Accelerated filer [_] Non-accelerated filer [X]~~

Large accelerated filer £

Accelerated filer £

Non-accelerated filer T

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ~~[_]~~£ NO ~~[X]~~ T

FORM 10-Q

JUNE 30, ~~2006~~ 2007

TABLE OF CONTENTS ~~PART I~~

Table of Contents

Part I. FINANCIAL INFORMATION

Item 1. ~~Condensed~~ Financial Statements 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Item 3. Quantitative and Qualitative Disclosures About Market Risk 15 Item 4. Controls and Procedures 16 PART II Item 1. Legal Proceedings 16 Item 1A. Risk Factors 16 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 18 Item 3. Defaults Upon Senior Securities 18 Item 4. Submission of Matters to a Vote of Securities Holders 18 Item 5. Other Information 18 Item 6. Index to Exhibits Signatures Certifications 2 ~~COMMONWEALTH INCOME & GROWTH FUND V, L.P. CONDENSED BALANCE SHEET~~
JUNE 30, DECEMBER 31, 2006 2005 ------------ ------------ (UNAUDITED) ASSETS Cash and cash equivalents $11,136,299 $10,722,300 Lease income receivable, net of reserves of $0 as of June 30, 2006 and December 31, 2005 262,711 91,047 Other receivable - Affiliates 118,870 71,259 Other receivables -- 94,293 Prepaid Fees 13,705 -- ----------- ----------- 11,531,585 10,978,899 ----------- ----------- Computer equipment, at cost 10,344,032 5,480,291 Accumulated depreciation (1,317,229) (289,811) ----------- ----------- 9,026,803 5,190,480 ----------- ----------- Equipment acquisition costs and deferred expenses, net 361,046 211,190 Prepaid acquisition fees 530,963 483,504 ----------- ----------- 892,009 694,694 ----------- ----------- TOTAL ASSETS $21,450,397 $16,864,073 =========== =========== LIABILITIES AND PARTNERS' CAPITAL LIABILITIES Accounts payable $ 343,349 $ 138,832 Accounts payable - General Partner 83,692 61,224 Accounts payable - Commonwealth Capital Corp. 48,342 39,258 Unearned lease income 121,500 45,867 Notes Payable 1,837,670 785,157 ----------- ----------- TOTAL LIABILITIES 2,434,553 1,070,338 ----------- ----------- PARTNERS' CAPITAL General partner 1,000 1,000 Limited partners 19,014,844 15,792,735 ----------- ----------- TOTAL PARTNERS' CAPITAL 19,015,844 15,793,735 ----------- ----------- TOTAL LIABILITIES AND PARTNERS' CAPITAL $21,450,397 $16,864,073 =========== ===========

Commonwealth Income & Growth Fund V
Condensed Balance Sheet

	June 30,			December 31,
	2007			2006
	(unaudited)
Assets

Cash and cash equivalents	$	3,923,760		$	7,071,792
Lease income receivable, net of reserves of $0 as of June 30, 2007 and December 31, 2006		109,025			202,493
Other receivable – Affiliates		136,816			58,578
Prepaid Fees		10,868			4,670
		4,180,469			7,337,533

Computer equipment, at cost		20,978,068			15,195,877
Accumulated depreciation		(5,289,126	)		(2,949,031	)
		15,688,942			12,246,846

Equipment acquisition costs and deferred expenses, net		594,844			474,586
Prepaid acquisition fees		247,936			376,996
		842,780			851,582

Total Assets	$	20, 712,191		$	20,435,961

Liabilities and Partners' Capital

Liabilities
Accounts payable	$	341,570		$	177,550
Accounts payable - General Partner		63,462			56,762
Other accrued expenses		-			38,446
Unearned lease income		237,960			151,248
Notes Payable		3,744,165			2,320,496
Total liabilities		4,387,157			2,744,502

Partners' Capital
General partner		1,000			1,000
Limited partners		16,324,034			17,690,459
Total Partners' Capital		16,325,034			17,691,459

Total Liabilities and Partners' Capital	$	20,712,191		$	20,435,961

see accompanying notes to condensed financial statements

3 ~~COMMONWEALTH INCOME & GROWTH FUND V CONDENSED STATEMENTS OF OPERATIONS~~
FOR THE PERIOD OF MARCH 14, THREE-MONTHS ENDED SIX-MONTHS (COMMENCEMENT OF ENDED OPERATIONS) JUNE 30, JUNE 30, JUNE 30, THROUGH JUNE 30, 2006 2005 2006 2005 ---------- --------- ---------- ----------------- (UNAUDITED) (UNAUDITED) INCOME Lease $ 762,116 $ 16,739 $1,366,704 $ 17,476 Interest and other 118,198 1 167,623 2 ---------- --------- ---------- --------- TOTAL INCOME 880,314 16,740 1,534,326 17,478 ---------- --------- ---------- --------- EXPENSES Operating 257,596 205,787 612,086 227,659 Organizational costs -- 53,860 36,751 79,799 Equipment management fee - General Partner 41,848 837 72,077 874 Interest 20,885 -- 37,057 -- Depreciation 587,678 12,527 1,027,417 13,475 Amortization of equipment acquisition costs and deferred expenses 33,041 668 57,436 719 Miscellaneous 230 -- 230 -- ---------- --------- ---------- --------- TOTAL EXPENSES 941,278 273,679 1,843,054 322,526 ---------- --------- ---------- --------- NET (LOSS) $ (60,963) $(256,939) (308,729) (305,048) ========== ========= ========== ========= NET (LOSS) ALLOCATED TO LIMITED PARTNERS $ (65,730) $(257,958) (319,974) (306,068) ========== ========= ========== ========= NET (LOSS) PER EQUIVALENT LIMITED PARTNERSHIP UNIT $ (0.05) $ (0.68) (0.26) (0.80) ========== ========= ========== ========= WEIGHTED AVERAGE NUMBER OF EQUIVALENT LIMITED PARTNERSHIP UNITS OUTSTANDING DURING THE PERIOD 1,249,951 262,747 1,249,951 232,900 ========== ========= ========== =========

Table of Contents

Commonwealth Income & Growth Fund V
Condensed Statement of Operations


	Three months Ended June 30,						Six months Ended June 30,
	2007			2006			2007			2006
	(unaudited)						(unaudited)
Income
Lease	$	1,737,452		$	762,116		$	3,115,734		$	1,366,704
Interest and other		46,808			118,198			121,289			167,623
Total income		1,784,260			880,314			3,237,023			1,534,327

Expenses
Operating		369,762			257,596			655,984			612,086
Organizational costs		-			-			-			36,751
Equipment management fee - General Partner		86,873			41,848			155,787			72,077
Interest		40,676			20.885			68,739			37,057
Depreciation		1,300,867			587,678			2,340,095			1,027,417
Amortization of equipment acquisition costs and deferred expenses		74,345			33,041			133,260			57,436
Loss on sale of equipment		38			-			38			-
Miscellaneous		-			230			-			230
Total expenses		1,872,561			941,278			3,353,903			1,843,054

Net (loss)	$	(88,301	)	$	(60,963	)	$	(116,880	)	$	(308,729	)

Net (loss) allocated to limited partners	$	(94,547	)	$	(65,730	)	$	(129,376	)	$	(319,974	)

Net (loss) per equivalent limited partnership unit	$	(0.08	)	$	(0.05	)	$	(0.10	)	$	(0.26	)

Weighted average number of equivalent limited partnership units outstanding during the period		1,249,951			1,249,951			1,249,951			1,249,951

see accompanying notes to condensed financial statements

4 COMMONWEALTH INCOME & GROWTH FUND V, L.P. CONDENSED STATEMENTS OF PARTNERS' CAPITAL FOR THE SIX MONTHS ENDED JUNE 30, 2006 (UNAUDITED)
GENERAL LIMITED PARTNER PARTNER GENERAL LIMITED UNITS UNITS PARTNER PARTNERS TOTAL ------- --------- -------- ----------- ----------- BALANCE, December 31, 2005 50 985,494 $ 1,000 $15,792,735 $15,793,735 Contributions 264,457 5,254,658 5,254,658 Offering costs (593,264) (593,264) Net income (loss) 11,245 (319,974) (308,729) Distributions (11,245) (1,119,311) (1,130,556) -- --------- -------- ----------- ----------- BALANCE, JUNE 30, 2006 50 1,249,951 $ 1,000 $19,014,844 $19,015,844 == ========= ======== =========== ===========

Table of Contents

Commonwealth income & Growth Fund V
Condensed Statements of Partners’ Capital
For the Six Months ended June 30, 2007
(unaudited)


	General		Limited
	Partner		Partner		General			Limited
	Units		Units		Partner			Partners			Total

Balance, January 1, 2007		50		1,249,951	$	1,000		$	17,690,459		$	17,691,459

Net income (loss)		-		-		12,496			(129,376	)		(116,880	)
Distributions		-		-		(12,496	)		(1,237,049	)		(1,249,545	)

Balance, June 30, 2007		50		1,249,951	$	1,000		$	16,324,034		$	16,325,034

see accompanying notes to condensed financial statements

5 COMMONWEALTH INCOME & GROWTH FUND V, L.P. CONDENSED STATEMENTS OF CASH FLOW FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND THE PERIOD OF MARCH 14, 2005 (COMMENCEMENT OF OPERATIONS) THROUGH JUNE 30, 2005 2006 2005 (UNAUDITED) (UNAUDITED) ----------- ----------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ 727,396 $ (136,769) ----------- ---------- Capital expenditures (3,589,483) (456,481) Prepaid acquisition fees (47,459) (236,090) Equipment acquisition fees paid to General Partner (194,550) (18,259) ----------- ---------- NET CASH (USED IN) INVESTING ACTIVITIES (3,831,492) (710,830) ----------- ---------- Contributions 5,254,658 7,599,940 Distributions (1,130,556) (101,944) Offering costs (593,264) (925,384) Debt Placement fees paid to General Partner (12,743) -- ----------- ---------- NET CASH PROVIDED BY FINANCING ACTIVITIES 3,518,095 6,572,612 ----------- ---------- Net increase in cash and cash equivalents 413,999 5,725,013 Cash and cash equivalents, beginning

Table of period 10,722,300 1,067 ----------- ---------- CASH AND CASH EQUIVALENTS, END OF PERIOD $11,136,299 $5,726,080 =========== ========== Contents

Commonwealth Income & Growth Fund V
Condensed Statements of Cash Flow

	Six months Ended
	June 30,
	2007			2006
	(unaudited)

Net cash provided by operating activities	$	1,788,248		$	727,396

Capital expenditures		(3,563,021	)		(3,589,483	)
Prepaid acquisition fees		129,060			(47,459	)
Net proceeds from sale of computer equipment		744			-
Equipment acquisition fees paid to General Partner		(231,319	)		(194,550	)
Net cash (used in) investing activities		(3,664,536	)		(3,831,492	)

Contributions		-			5,254,658
Distributions		(1,249,545	)		(1,130,556	)
Offering costs		-			(593,264	)
Debt Placement fees paid to General Partner		(22,200	)		(12,743	)
Net cash (used in) provided by financing activities		(1,271,745	)		3,518,095

Net (decrease) increase in cash and cash equivalents		(3,148,032	)		413,999
Cash and cash equivalents, beginning of period		7,071,792			10,722,300

Cash and cash equivalents, end of period	$	3,923,760		$	11,136,299

see accompanying notes to condensed financial statements

Table of Contents

NOTES TO CONDENSED FINANCIAL STATEMENTS

1. ~~BUSINESS~~ Business

Commonwealth Income & Growth Fund V (the ~~"Partnership"~~“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"~~“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 ~~uses~~used the proceeds of the Offering to acquire, own and lease various types of computer ITinformation technology (I.T.) equipment and other similar capital equipment, which ~~will be~~is leased primarily to U.S. corporations and institutions. Commonwealth Capital ~~Corp, ("CCC"~~Corp. (“CCC”), on behalf of the Partnership and other affiliated partnerships, will acquire computer equipment subject to associated debt obligations and lease agreements and allocate a participation in the cost, debt and lease revenue to the various partnerships based on certain risk factors.

The ~~Partnership's~~Partnership’s General Partner is Commonwealth Income & Growth Fund, Inc. (the ~~"General Partner"~~“General Partner”), a Pennsylvania corporation which is an indirect wholly owned subsidiary of ~~Commonwealth Capital Corp.~~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 BASIS OF PRESENTATION ACCOUNTING POLICIES~~ Summary of Significant Accounting Policies

Basis of Presentation

The financial information presented as of any date other than December 31, 2006 has been prepared from the books and records without audit. Financial information as of December 31, 2006 has been derived from the audited financial statements of the Partnership, but does not include all disclosures required by ~~accounting principles~~ generally accepted ~~in the United States of America.~~accounting principles. 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~~Partnership’s accounting policies, refer to the financial statements and related notes included in the ~~Partnership's~~Partnership’s annual report on Form 10-K for the year ended December 31, ~~2005.~~2006. Operating results for the ~~six-month period~~six months ended June 30, ~~2006~~2007 are not necessarily indicative of financial results that may be expected for the full year ended December 31, ~~2006. 7~~ ~~LONG-LIVED ASSETS~~ 2007.

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 determined that no impairment existed as of June 30, ~~2006.~~ 2007.

Table of Contents

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~~

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 ~~limited partner~~ units outstanding during the period.

3. ~~COMPUTER EQUIPMENT~~ Computer Equipment

The Partnership is the lessor of equipment under operating leases with periods ranging from 1410 to 4836 months. In general, associated costs such as repairs and maintenance, insurance and property taxes are paid by the lessee.

Through June 30, ~~2006,~~2007, the ~~Partnership's leasing operations consisted of~~Partnership has only entered into operating leases. ~~Operating lease~~Lease revenue is recognized on athe monthly straight-line basis which is generally in accordance with the terms of the operating lease ~~agreement.~~ 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.~~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. No remarketing fees were paid for the ~~period~~six months ended June 30, ~~2006. 8~~ 2007.

The ~~Partnership's~~Partnership’s share of the computer equipment in which it participates with other partnerships at June 30, ~~2006~~2007 and December 31, ~~2005~~2006 was approximately ~~$2,378,000~~$7,977,000 and ~~$932,000,~~$3,923,000 respectively, which is included in the ~~Partnership's~~Partnership’s fixed assets on its balance ~~sheet, and the~~sheet. The total cost of the equipment shared by the Partnership with other partnerships at June 30, ~~2006~~2007 and December 31, ~~2005~~2006 was approximately ~~$5,542,000~~$15,750,000 and ~~$2,177,000,~~$8,188,000, respectively. The ~~Partnership's~~Partnership’s share of the outstanding debt associated with this equipment at June 30, ~~2006~~2007 and December 31, ~~2005~~2006 was ~~$460,000~~$2,138,000 and ~~$0,~~$526,000, respectively. The total outstanding debt at June 30, ~~2006~~2007 and December 31, ~~2005~~2006 was ~~$1,043,000~~$4,074,500 and ~~$0,~~$1,148,000, respectively.

Table of Contents

The following is a schedule of future minimum rentals on noncancellable operating leases at June 30, 2006: Amount ----------------------------------------------- Six months ending December 31, 2006 $1,753,602 Year ended December 31, 2007 3,416,609 Year ended December 31, 2008 2,550,680 Year ended December 31, 2009 251,240 ---------- $7,972,131 ========== 2007:

	Amount

Six months ending December 31, 2007	$	3,421,911
Year ended December 31, 2008		6,263,077
Year ended December 31, 2009		3,097,411
Year ended December 31, 2010		204,649
	$	12,987,048

4. ~~RELATED PARTY TRANSACTIONS RECEIVABLES/PAYABLES~~ Related Party Transactions

Receivables/Payables

As of June 30, ~~2006,~~2007, the ~~Partnership's~~Partnership’s related party receivables and payables are short term, unsecured, and non-interest bearing. ~~REIMBURSABLE EXPENSES~~

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 ~~six-months~~six months ended June 30, 2007, the Partnership recorded $663,569 for reimbursement of expenses to the General Partner. During the six months ended June 30, 2006, the Partnership recorded $379,613 for reimbursement of expenses to the General Partner. For the period of March 14, 2005 (Commencement of Operations) through June 30, 2005, the Partnership recorded $131,000 for reimbursement of expenses to the General Partner. OFFERING COSTS

Offering Costs

Offering costs are payments for selling commissions, dealer manager fees, professional fees and other offering expenses relating to the ~~syndication.~~syndication of the Partnership’s units. Selling commissions are 8% of the ~~partners'~~partners’ contributed capital and dealer manager fees are 2% of the ~~partners'~~partners’ contributed capital. These costs have been deducted from partnership capital in the accompanying financial statements. 9 ~~EQUIPMENT ACQUISITION FEE~~

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 ~~period~~six months ended June 30, 2007 and 2006, equipment acquisition fees of approximately ~~$194,550~~$231,300 and $195,000, respectively, were earned bythe General Partner. ~~No equipment acquisition fees were earned by the General Partner for the period~~

Table of ~~March 14, 2005 (Commencement of Operations) through June 30, 2005. DEBT PLACEMENT FEE~~ Contents

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. For the ~~period~~six months ended June 30, 2007 and 2006, debt placement fees of approximately ~~$12,743~~$22,200 and $13,000, respectively, were earned by the General Partner. No debt placement fees were earned by the General Partner for the period of March 14, 2005 (Commencement of Operations) through June 30, 2005. EQUIPMENT MANAGEMENT FEE

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 ~~six-months~~six months ended June 30, 2007, and 2006 equipment management fees of approximately $156,000, and $72,000, respectively, were earned by the General Partner.

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 six months ended June 30, 2007, equipment liquidation fees of approximately $23 were earned by the General Partner. For the ~~period of March 14, 2005 (Commencement of Operations) through~~six months ended June 30, ~~2005,~~2006 there were no equipment ~~management~~liquidation fees ~~of approximately $874 were~~ earned by the General Partner. 10

5. ~~NOTES PAYABLE~~ Notes Payable

Notes payable consisted of the following:

	June 30, 2007		December 31, 2006

Installment note payable to bank; interest at 4.61%, due in monthly installments of $160, including interest, with final payment in December 2007.	$	314	$	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.		498,272		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 February through October 2009.		3,005,233		1,604,985

Installment note payable to bank; interest at 5.85%, due in monthly installments of $23,643, including interest, with final payment in January 2010.		240,346		-
	$	3,744,165	$	2,320,496

Table of Contents

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 June 30, ~~2006~~2007 are as follows: AMOUNT ---------- Six months ended December 31, 2006 $ 365,341 Year ended December 31, 2007 763,939 Year ended December 31, 2008 619,077 Year ended December 31, 2009 89,314 ---------- $1,837,671 ---------- 6. SUPPLEMENTAL

	*Amount*

Six months ending December 31, 2007	$	933,596
Year ended December 31, 2008		1,733,518
Year ended December 31, 2009		1,053,748
Year ended December 31, 2010		23,303
	$	3,744,165

5. Supplemental Cash Flow Information

Other noncash activities included in the ~~CASH FLOW~~ determination of net loss are as follows: INFORMATION Six months Ended June 30, 2006 2005 - ----------------------------------------------- -------- ---- Lease income, net of interest expense on 11 ~~notes payable realized as a result of direct payment of principal by lessee to bank $221,744 $--~~

Six months Ended June 30,	2007		2006

Lease income, net of interest expense on notes payable realized as a result of direct payment of principal by lessee to bank	$	796,283	$	221,744

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.

Table of Contents

Noncash investing and financing activities include the ~~following: Six months Ended June 30, 2006 2005 - --------------------------------------- ---------- ----~~ following:

Six months Ended June 30,	2007	2006

Debt assumed in connection with purchase of computer equipment	$2,219,952	$1,274,257

Equipment acquisition fees earned by General Partner upon purchase of equipment from prepaid acquisition fees	$129,060	$47,459

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 ~~purchase~~the intention of ~~computer equipment $1,274,257 $-- Equipment acquisition fees earned~~obtaining the benefits of the “safe harbor” provisions of the PSLRA, and, other than as required by ~~General Partner upon purchase~~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 ~~equipment~~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 ~~prepaid acquisition fees $ 47,459 $-- ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~ 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. ~~FORWARD LOOKING STATEMENTS Certain statements within this Quarterly Report on Form 10-Q may constitute forward-looking statements within the meaning~~

Table 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 12 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. Contents

COMPUTER EQUIPMENT ~~CCC,~~

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.

REVENUE RECOGNITION

Through June 30, ~~2006,~~2007, the ~~Partnership's leasing operations consist of~~Partnership has only entered into operating leases. ~~Operating lease~~Lease revenue is recognized on a monthly straight-line basis which is generally in accordance with the terms of the operating lease agreement. The company’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~~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, ~~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. ~~LIQUIDITY AND CAPITAL RESOURCES~~

Liquidity and Capital Resources

The ~~Partnership's~~Partnership’s primary source of capital for the ~~six-months~~six months ended June 30, 2007 was cash provided by operating activities of approximately $1,790,000. For the six months ended June 30, 2006, ~~and~~ the ~~period~~Partnership’s primary source of ~~March 14, 2005 (Commencement of Operations) through June 30, 2005,~~capital was from contributions of approximately ~~$5,200,000~~$5,200,000. Equipment was purchased in the amount of approximately $3,560,000 during the six months ended June 30, 2007 and ~~$7,600,000, respectively.~~distributions were paid in the amount of approximately $1,250,000. Equipment in the amount of approximately $3,600,000 was purchased during the ~~six-months~~six months ended June 30, 2006 ~~and distributions in the amount of $1,100,000 were paid during that same period. Equipment in the amount of $456,000 was purchased~~ and distributions were paid in the amount of ~~$102,000 during~~$1,100,000.

The Partnership intends to invest approximately $6,192,000 in additional equipment for the ~~period~~remainder of ~~March 14, 2005 (Commencement~~2007. The acquisition of ~~Operations) through~~this equipment will be funded by debt financing from cash flows from lease rental payments.

For the six months ended June 30, ~~2005.~~ 2007, the Partnership generated cash flows from operating activities in the amount of $1,790,000, which includes a net loss of approximately $117,000, and depreciation and amortization expenses of approximately $2,470,000. Other non-cash activities included in the determination of net income include direct payments of lease income by lessees to banks of approximately $796,000.

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For the ~~six-months~~six months ended June 30, 2006, the Partnership generated cash ~~was provided~~flows from ~~operations~~operating activities in the amount of $727,000, which includes a net loss of approximately $309,000, and depreciation and amortization expenses of approximately $1,085,000. Other non-cash activities included in the determination of net 13 income include direct payments of lease income by lessees to banks of approximately $222,000. For the period of March 14, 2005 (Commencement of Operations) through June 30, 2005, the Partnership used cash for operating activities of approximately $137,000, which includes a net loss of approximately $305,000, and depreciation and amortization expenses of approximately $14,000.

The Partnership's investment strategy of acquiring computer equipment and generally leasing it under ~~"triple-net leases"~~“triple-net leases” to operators who generally meet specified financial standards minimizes the Partnership's operating expenses. As of June 30, ~~2006,~~2007, the Partnership had future minimum rentals on non-cancelable operating leases of ~~$1,753,602~~approximately $3,422,000 for the balance of the year ending December 31, ~~2006~~2007 and ~~$6,218,529~~approximately $9,565,000 thereafter. As of June 30, 2007, the outstanding debt was approximately $3,744,000 with interest rates ranging from 4.61% to 6.3%, and will be payable through January 2010.

The ~~Partnership's~~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 Flow or Net 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, 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~~Partnership’s leases are on a ~~"triple-net"~~“triple-net” basis, no reserve for maintenance and repairs ~~are~~is deemed necessary. ~~RESULTS OF OPERATIONS~~

The Partnership’s share of the computer equipment in which it participates with other partnerships at June 30, 2007 and December 31, 2006 was approximately $7,977,000 and $3,923,000 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 June 30, 2007 and December 31, 2006 was approximately $15,750,000 and $8,188,000, respectively. The Partnership’s share of the outstanding debt associated with this equipment at June 30, 2007 and December 31, 2006 was $2,138,000 and $526,000, respectively. The total outstanding debt at June 30, 2007 and December 31, 2006 was $4,074,500 and $1,148,000, respectively.

Results of Operations

Three months ended June 30, 2007 compared to Three months ended June 30, 2006 ~~compared to~~

For the three months ended June 30, ~~2005~~2007, the Partnership recognized income of approximately $1,784,000 and expenses of approximately $1,873,000, resulting in a net loss of approximately $89,000. For the three months ended June 30, 2006, the Partnership recognized income of approximately $880,000 and expenses of approximately $941,000, resulting in a net loss of approximately $61,000. ~~For the three-months ended of June 30, 2005, the Partnership recognized income of approximately $17,000 and expenses of approximately $274,000, resulting in a net loss of approximately $257,000.~~

Lease income increased by 128% to approximately $1,737,000 for the three months ended June 30, 2007, from approximately $762,000 for the three months ended June 30, ~~2006, from $17,000 for~~2006. This increase was primarily due to more lease agreements started than new lease agreements were ending during the three months ended June 30, ~~2005, primarily due to the fact that more lease agreements were entered into since the six months ended June 30, 2005 as the fund commenced operations.~~ 2007.

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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. With the exception of legal and accounting fees, CCC has determined that in the best interest of the Partnership, the majority of shared expenses will not be allocated to the Partnership. In accordance with the American Institute of Certified Public Accountants, Statement of Position (SOP) 98-05, costs relating to start-up activities and organization costs (accounting, legal, printing, etc.) are expensed as incurred. The expenses increased ~~25%~~44% to approximately $370,000 for the three months ended June 30, 2007, from $257,000 for the ~~quarter~~three months ended June 30, ~~2006, from $205,000 for the quarter ended June 30, 2005.~~ 2006. This increase is primarily attributable to an increase in Partnership taxes, LP expenses and employee bonuses.

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 108% to approximately $87,000 for the three months ended June 30, 2007, from $40,000 for the ~~quarter~~three months ended June 30, 2006, ~~from $800 for the quarter ended June 30, 2005,~~ which is consistent with the increase in lease income. 14

Depreciation and amortization expenses consist of depreciation on computer equipment and amortization of equipment acquisition fees. ~~The~~These expenses increased 122% to approximately $1,374,000 for the three months ended June 30, 2007, from $620,000 for the ~~quarter~~three months ended June 30, ~~2006, from $13,000 for the quarter ended June 30, 2005~~2006. This increase was due to ~~additional~~the acquisition of new equipment ~~being purchased and~~attributable to the ~~associated acquisition and finance fees being recorded by the Partnership since the quarter~~purchase of new leases.

Six months ended June 30 ~~2005.~~, 2007 compared to Six months ended June 30, 2006 ~~compared to March 14, 2005 (Commencement of Operations) through~~

For the six months ended June 30, ~~2005~~2007, the Partnership recognized income of approximately $3,237,000, and expenses of approximately $3,354,000, resulting in a net loss of approximately $117,000. For the six months ended June 30, 2006, the Partnership recognized income of approximately $1,534,000, and expenses of approximately $1,843,000, resulting in a net loss of approximately $309,000. For the period of to March 14, 2005 (Commencement of Operations) through June 30, 2005, the Partnership recognized income of approximately $17,000, and expenses of approximately $322,000, resulting in a net loss of approximately $305,000.

Lease income increased to $3,116,000 for the six months ended June 30, 2007, from $1,367,000, for the six months ended June 30, 2006, ~~from $17,000 for the period of to March 14, 2005 (Commencement of Operations) through June 30, 2005,~~ primarily due to the fact that more lease agreements were entered into since the ~~period from~~six months ended June 30, ~~2005 as the fund commenced operations.~~ 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 $656,000 for the six months ended June 30, 2007, from $612,000 for the six months ended June 30, 2006, ~~from $228,000 for the period of March 14, 2005 (Commencement of Operations) through June 30, 2005,~~ primarily due to an increase in ~~the amount charged~~other LP expenses and Partnership taxes, which was set off by ~~CCC,~~ a ~~related party, to the Partnership for its administration~~decrease in legal fees, blue sky expenses and ~~operation of approximately $30,000, an increase in due diligence costs of approximately $7,000~~office and ~~an increase in accounting fees of approximately $60,000. Such expenses increased due to the commencement of operations and further activity within the fund.~~ printing expenses.

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 $156,000 for the six months ended June 30, 2007, from $72,000 for the six months ended June 30, 2006, ~~from $900 for the period ended June 30, 2005,~~ which is consistent with the increase in lease income.

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Depreciation and amortization expenses consist of depreciation on computer equipment and amortization of equipment acquisition fees. ~~The~~These expenses increased to approximately $2,473,000 for the six months ended June 30, 2007; from $1,085,000 for the six months ended June 30, ~~2006; from $14,000 for the period ended June 30, 2005~~2006. This increase was due to additional equipment being purchased and the associated acquisition and finance fees being recorded by the Partnership ~~since~~for the ~~period~~six months ended June 30, ~~2005. ITEM~~2006.

Item 3. ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~ 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. There are no material changes to this disclosure related to these items since the filing of our Annual Report on Form 10-K for the year ended December 31, 2005. 15 ~~ITEM~~debt and its associated fixed revenue streams.

Item 4. ~~CONTROLS AND PROCEDURES~~ Controls and Procedures

The Chief Executive Officer and Principal Financial Officer of the ~~General Partner~~Partnership have conducted a review of the ~~General Partner's~~Partnership's disclosure controls and procedures as of June 30, ~~2006.~~ 2007.

The ~~Company's~~Partnership’s disclosure controls and procedures 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 Securities Exchange Act of 1934, as amended (the "“Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange ~~Act")~~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 ~~General partner's~~Partnership's management, including its ~~chief executive officer~~Chief Executive Officer and ~~a financial officer,~~Principal Financial Officer, to allow timely decisions regarding required disclosure and to ensure that such information is recorded, processed, summarized and reported ~~with~~within the required time periods.

Based upon this review, the ~~General Partner's~~Partnership’s Chief Executive Officer and Principal Financial Officer have concluded that the ~~General Partner's~~Partnership's disclosure controls (as defined in ~~pursuant to~~ Rule ~~13a-14 c~~13a-15e promulgated under the Exchange Act) are ~~sufficiently~~ effective to ensure that the information required to be disclosed by the ~~General Partner~~Partnership in the reports it files under the Exchange Act (i) is recorded, processed, summarized and reported ~~with adequate timeliness.~~ 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.

There have been no changes in the General ~~Partner's~~Partner’s internal controls or in other factors that could materially affect our disclosure controls and procedures in the ~~quarter~~six months ended June 30, ~~2006,~~2007, that have materially affected or are reasonably likely to materially affect the General ~~Partner's~~Partner’s internal controls over financial reporting. ~~PART~~

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Part II: OTHER INFORMATION ~~COMMONWEALTH INCOME~~

Commonwealth Income & ~~GROWTH FUND~~Growth Fund V ~~Item 1. LEGAL PROCEEDINGS.~~

Item 1.

Legal Proceedings

N/A ~~Item 1A. RISK FACTORS THERE IS NO PUBLIC MARKET FOR THE UNITS, AND YOU MAY BE UNABLE TO SELL OR TRANSFER YOUR UNITS AT A TIME AND PRICE OF YOUR CHOOSING~~

Item 1A.

Risk Factors

There ~~exists~~have been no ~~public market~~material changes to the risk factors set forth in our Annual Report on Form 10-K for the ~~units,~~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.

Defaults Upon Senior Securities

N/A

Item 4.

Submission of Matters to a Vote of Securities Holders

N/A

Item 5.

Other Information

On June 20th, 2007, Ms. Katrina Mason tendered her resignation, due to the impending birth of her first child. In her resignation, she stated that "she has decided to embark on the new adventure of motherhood and devote her full attention to her family." Her resignation was effective June 14, 2007. Ms. Mason tendered her resignation to Commonwealth organization and the ~~General Partner does not expect a public market for units to develop. The units cannot be pledged or transferred without the consent~~positions she held with affiliates of the ~~General Partner. The units should be purchased~~registrant and her position on the Board, as ~~a long-term investment only. The General Partner intends to limit~~previously disclosed by the number of transfers to no more than that number permitted by one of the safe harbors available under the tax laws and regulations to prevent CIGF5 from being taxed as a corporation. Generally, these safe harbors require that all nonexempt transfers and redemptions of units in any calendar year not exceed two percent of the outstanding interests in the capital or profits of CIGF5. The General Partner has sole discretion in deciding whether we will redeem units in the future. Consequently, you may not be able to liquidate your investment in the event of an 16 emergency. You must be prepared to hold your units for the life of CIGF5. CIGF5's life cycle will last approximately 10 to 12 years, and any extension of this period will require an amendment to the partnership agreement, which must be approved by a majority of the Limited Partners. You may be able to resell your units, if at all, only at a discount to the offering price, which may be significant, and the redemption or sale price may be less than the price you originally paid for your units. INFORMATION TECHNOLOGY EQUIPMENT WE PURCHASE WILL DEPRECIATE IN VALUE AND/OR BECOME OBSOLETE OR LOSE VALUE AS NEW TECHNOLOGY IS DEVELOPED, WHICH CAN REDUCE THE VALUE OF YOUR UNITS AND YOUR ULTIMATE CASH RETURN. Residual value is the amount realized upon the sale or release of equipment when the original lease has expired. The residual value of our equipment may decline if technological advancements make it obsolete or change market preferences. The residual value depends on, among other factors, the condition of the equipment, the cost of comparable new equipment, the technological obsolescence of the equipment and supply and demand for the equipment. In either of these events, the equipment we purchased may have little or no residual value. This will result in insufficient assets for us to distribute cashregistrant in a ~~total amount equal to~~Current Report filed with the invested capital of the Limited Partners over the term of our existence. Also, such an occurrence may reduce the value of the units. Although currently we expect CIGF5 to acquire predominantly new equipment, CIGF5 may purchase used equipment. There is no limitationSEC on the amount of used equipment which CIGF5 may acquire. The acquisitions of used equipment may increase the risk that such equipment will become obsolete so that it will have little or no residual value. WE PAY SIGNIFICANT FEES TO THE GENERAL PARTNER AND AFFILIATES, WHICH WILL REDUCE CASH AVAILABLE FOR DISTRIBUTIONS. The General Partner and its affiliates, including Commonwealth Capital Securities Corp.("CCSC"), will receive substantial fees. Some fees will be paid without regard to the amount of distributions paid or the success or profitability of CIGF5's operations and investments. For example, an increase in portfolio turnover or the amount of leverage used to purchase equipment may increase the fees we pay to the General Partner. Such compensation and fees were established by the General Partner and are not based on arm's-length negotiations. CIGF5 HAS A LIMITED OPERATING HISTORY UPON WHICH YOU CAN EVALUATE PERFORMANCE. THERE CAN BE NO ASSURANCE THAT ANY OF THE INVESTMENT OBJECTIVES WILL BE ATTAINED. Our operations may not ultimately be successful and we may be unable to meet our stated investment objectives. Specifically, sufficient cash may ultimately not be available for distribution to investors. Our General Partner sponsors four other public equipment leasing programs with investment objectives similar to CIGF5. The General Partner has also sponsored several privately held equipment leasing programs. Results for these prior public and private programs have in some cases been lower than originally anticipated. ANY DELAY IN ACQUIRING EQUIPMENT WILL DIMINISH OUR RETURNS. 17 Due to competition with other lessors, we may experience difficulty in obtaining and leasing appropriate equipment. Our ability to acquire and lease equipment may also be adversely affected by interest rates, the availability of capital or increases in corporate liquidity, since prospective lessees may prefer to raise capital, incur debt or use internally-generated cash to purchase equipment rather than enter the leasing market. Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. N/A Item 3. DEFAULTS UPON SENIOR SECURITIES. N/A Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS. N/A Item 5. OTHER INFORMATION. N/A Item 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits Form 8-K.

Item 6.

Exhibits

31.1 THE RULE ~~15D-14(A)~~ 15d-14(a) CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

31.2 THE RULE ~~15D-14(A)~~ 15d-14(a) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

32.1 SECTION 1350 CERTIFICATION OF ~~CEO~~ PRINCIPAL EXECUTIVE OFFICER

32.2 SECTION 1350 CERTIFICATION OF ~~CFO b) Report on Form 8-K: On April 24, 2006 COMMONWEALTH INCOME & GROWTH FUND V issued an 8-K statement to the SEC. Items reported in this statement consisted~~PRINCIPAL FINANCIAL OFFICER

Table of the following: George S. Springsteen, Founder and former Chairman of the Board, CEO and Treasurer of the general partner's parent company, Commonwealth Capital Corp. ("CCC"), passed away unexpectedly on April 18, 2006. The Board of Directors immediately took action and adopted the following changes in management effective April 24, 2006: Mr. Springsteen's spouse, Kimberly A. Springsteen, 46, has been appointed as Chairman of the Board, Chief Executive Officer and Treasurer of CCC, CIGF, Inc. and CCSC, and remains a Director and Chief Operating Officer of each. Henry J. Abbott, 55, has been appointed as President of CCC, CIGF, Inc. and CCSC. Jay M. Dugan, 58, has been appointed as Executive Vice President of CCC, CIGF, Inc. and CCSC. Lynn A. Franceschina, 34, has been appointed as Executive Vice President of CCC, CIGF, Inc. and CCSC. James Pruett, 40, has been appointed as a Vice President of CCC, CIGF, Inc. and CCSC. Donnamarie D. Abbott, 46, has been appointed as a Vice President of CCC, CIGF, Inc. and CCSC. 18 Also included in the April 24, 2006 8-K statement were changes among the Board of Directors as follows: Effective as of April 18, 2006, Jay M. Dugan, Katrina M. Mason and Lynn A. Franceschina have joined Ms. Springsteen and Mr. Abbott on the Board of Directors of CCC and CIGF, Inc. Ms. Springsteen has been appointed as the Chairman of the Board of Directors and Katrina M. Mason, 33, has been appointed President of CCSC, effective as of the date hereof. Contents

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 August 14, 2006 By: /s/ Kimberly A. Springsteen Date ------------------------------------ Kimberly A. Springsteen Chief Executive Officer 19

	PART I
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16
	PART II
Item 1.	Legal Proceedings	17
Item 1 A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Submission of Matters to a Vote of Securities Holders	17
Item 5.	Other Information	17
Item 6.	Exhibits	17
	Signatures	18
	Certifications

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

August 14, 2007	By: /s/ Kimberly A. Springsteen
Date	Kimberly A. Springsteen
	Chief Executive Officer