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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q

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


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

FOR THE QUARTERLY PERIOD ENDED SEPTEMBERJUNE 30, 20062007

£

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

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 name of registrant as specified in its charter)


PennsylvaniaPennsylvania
65-1189593
(State or other jurisdiction of
incorporation or organization)
65-1189593
(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  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 filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.Act (Check one):


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  T



1


1


FORM 10-Q

SEPTEMBERJUNE 30, 20062007


TABLE OF CONTENTS


2


    Part I. FINANCIAL INFORMATION
Item 1.Commonwealth Income & Growth Fund V, L.P. Financial Statements

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 
Condensed Balance Sheet

 

 

September 30,
2006

 

December 31,
2005

 

 

 


 


 

 

 

(unaudited)

 

 

 

Assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

8,559,522

 

$

10,722,300

 

Lease income receivable, net of reserves of $0 as of September 30, 2006 and December 31, 2005

 

 

246,167

 

 

91,047

 

Other receivable – Affiliates

 

 

120,531

 

 

71,259

 

Other receivables - CCC

 

 

3,572

 

 

94,293

 

Prepaid fees

 

 

7,761

 

 

 

 

 



 



 

 

 

8,937,553

 

 

10,978,899

 

 

 



 



 

Computer equipment, at cost

 

 

12,853,266

 

 

5,480,291

 

Accumulated depreciation

 

 

(2,062,875

)

 

(289,811

)

 

 



 



 

 

 

10,790,391

 

 

5,190,480

 

 

 



 



 

Equipment acquisition costs and deferred expenses, net

 

 

422,457

 

 

211,190

 

Prepaid acquisition fees

 

 

444,231

 

 

483,504

 

 

 



 



 

 

 

866,688

 

 

694,694

 

 

 



 



 

Total Assets

 

$

20,594,632

 

$

16,864,073

 

 

 



 



 

Liabilities and Partners’ Capital

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Accounts payable

 

$

195,205

 

$

138,832

 

Accounts payable - General Partner

 

 

48,475

 

 

61,224

 

Accounts payable – Commonwealth Capital Corp.

 

 

 

 

39,258

 

Unearned lease income

 

 

79,729

 

 

45,867

 

Notes payable

 

 

1,926,998

 

 

785,157

 

 

 



 



 

Total liabilities

 

 

2,250,407

 

 

1,070,338

 

 

 



 



 

Partners’ Capital

 

 

 

 

 

 

 

General partner

 

 

1,000

 

 

1,000

 

Limited partners

 

 

18,343,225

 

 

15,792,735

 

 

 



 



 

Total Partners’ Capital

 

 

18,344,225

 

 

15,793,735

 

 

 



 



 

Total Liabilities and Partners’ Capital

 

$

20,594,632

 

$

16,864,073

 

 

 



 



 

see accompanying notes to condensed financial statements


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 
Commonwealth Income & Growth Fund V

Condensed Statements of Operations

      

Nine Months Ended
September 30,
2006

 

For the period of
March 14, 2005
(Commencement of Operations)
- September 30,
2005

 
  

Three Months Ended 

   
  
   
  

September 30,
2006

 

September 30,
2005

   
  
 
 
 
 
  

(unaudited)

 

(unaudited)

 

Income

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease

 

$

1,022,145

 

$

84,282

 

$

2,388,849

 

$

101,759

 

Interest and other

 

 

106,215

 

 

14,481

 

 

273,838

 

 

14,483

 

 

 



 



 



 



 

Total income

 

 

1,128,360

 

 

98,763

 

 

2,662,687

 

 

116,242

 

 

 



 



 



 



 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating

 

 

248,219

 

 

253,543

 

 

860,535

 

 

481,203

 

Organizational costs

 

 

 

 

44,568

 

 

36,751

 

 

124,368

 

Equipment management fee - General Partner

 

 

48,013

 

 

4,214

 

 

120,091

 

 

5,088

 

Interest

��

 

28,506

 

 

 

 

65,564

 

 

 

Depreciation

 

 

745,646

 

 

63,580

 

 

1,773,063

 

 

77,055

 

Amortization of equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition costs and deferred expenses

 

 

41,739

 

 

3,735

 

 

99,175

 

 

4,454

 

 

 



 



 



 



 

Total expenses

 

 

1,112,123

 

 

369,640

 

 

2,955,179

 

 

692,168

 

 

 



 



 



 



 

Net income (loss)

 

$

16,237

 

$

(270,877

)

$

(292,492

)

$

(575,926

)

 

 



 



 



 



 

Net income (loss) allocated to limited partners

 

$

9,339

 

$

(274,483

)

$

(310,635

)

$

(580,551

)

 

 



 



 



 



 

Net income (loss) per equivalent limited partnership unit

 

$

0.01

 

$

(0.51

)

$

(0.25

)

$

(1.56

)

 

 



 



 



 



 

Weighted average number of equivalent limited partnership units outstanding during the period

 

 

1,249,950

 

 

535,174

 

 

1,212,899

 

 

371,096

 

 

 



 



 



 



 

see accompanying notes to condensed financial statements


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
 
Commonwealth Income & Growth Fund V, L.P.

Condensed Statements of Partners’ Capital

For the nine months ended September 30, 2006

(unaudited)

 

 

General
Partner
Units

 

Limited
Partner
Units

 

General
Partner

 

Limited
Partners

 

Total

 

 

 


 


 


 


 


 

Balance, December 31, 2005

 

50

 

985,494

 

$

1,000

 

$

15,792,735

 

$

15,793,735

 

Contributions

 

 

 

264,456

 

 

 

 

 

5,254,658

 

 

5,254,658

 

Offering costs

 

 

 

 

 

 

 

 

 

(593,264

)

 

(593,264

)

Net income (loss)

 

 

 

 

 

 

18,143

 

 

(310,635

)

 

(292,492

)

Distributions

 

 

 

 

 

 

(18,143

)

 

(1,800,269

)

 

(1,818,412

)

 

 


 


 



 



 



 

Balance, September 30, 2006

 

50

 

1,249,950

 

$

1,000

 

$

18,343,225

 

$

18,344,225

 

 

 


 


 



 



 



 

see accompanying notes to condensed financial statements

5


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 

Commonwealth Income & Growth Fund V, L.P.

Condensed Statements of Cash Flow

For the nine months ended September 30, 2006 and the period of March 14, 2005 (Commencement of
Operations) through September 30, 2005

 

 

2006
(unaudited)

 

2005
(unaudited)

 

 

 


 


 

Net cash provided by (used in) operating activities

 

$

1,086,121

 

$

(402,619

)

 

 





 

Capital expenditures

 

 

(5,820,712

)

 

(1,287,558

)

Prepaid acquisition fees

 

 

39,273

 

 

(379,949

)

Equipment acquisition fees paid to General Partner

 

 

(294,919

)

 

(66,651

)

 

 



 



 

Net cash (used in) investing activities

 

 

(6,076,358

)

 

(1,734,158

)

 

 



 



 

Contributions

 

 

5,254,658

 

 

12,766,790

 

Distributions

 

 

(1,818,412

)

 

(341,296

)

Offering costs

 

 

(593,264

)

 

(1,524,839

)

Debt Placement fees paid to General Partner

 

 

(15,523

)

 

(3,787

)

 

 



 



 

Net cash provided by financing activities

 

 

2,827,459

 

 

10,896,868

 

 

 



 



 

Net (decrease) increase in cash and cash equivalents

 

 

(2,162,778

)

 

8,760,091

 

Cash and cash equivalents, beginning of period

 

 

10,722,300

 

 

1,067

 

 

 



 



 

Cash and cash equivalents, end of period

 

$

8,559,522

 

$

8,761,158

 

 

 



 



 

see accompanying notes to condensed financial statements

6




NOTES TO CONDENSED FINANCIAL STATEMENTS

1.

Business

Commonwealth Income & Growth Fund V (the “Partnership”) is a limited partnership which was 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 uses the proceeds of the Offering to acquire, own and lease various types of computer information technology equipment and other similar capital equipment, which will be leased primarily to U.S. corporations and institutions.

Commonwealth Capital 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 General Partner is Commonwealth Income & Growth Fund, Inc. (the “General Partner”), a Pennsylvania corporation which is an indirect wholly owned subsidiary of Commonwealth Capital Corp. 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

Basis of Presentation

The financial information presented as of any date other than December 31, 2005 has been prepared from the books and records without audit. Financial information as of December 31, 2005 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. 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, 2005. Operating results for the nine month period ended September 30, 2006 are not necessarily indicative of financial results that may be expected for the full year ended December 31, 2006.

71. 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 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 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

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 generally accepted 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 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.  Operating results for the six months ended June 30, 2007 are not necessarily indicative of financial results that may be expected for the full year ended December 31, 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, 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 Contents

the limited partners and the weighted average number of equivalent units outstanding during the period.

Reclassification

Certain amounts in 2005 were reclassified to conform to the 2006 presentation.

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 September 30, 2006.

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 limited partner units outstanding during the period.

3.

Computer Equipment

The Partnership is the lessor of equipment under operating leases with periods ranging from 14 to 38 months. In general, associated costs such as repairs and maintenance, insurance and property taxes are paid by the lessee.

Through September 30, 2006, the Partnership’s leasing operations consisted of operating leases. Operating lease revenue is recognized on a monthly basis in accordance with the terms of the lease agreement.

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. The General Partner believes that this strategy adds value since it entices the leasing company to “stay with the lease”

3. Computer Equipment

The Partnership is the lessor of equipment under operating leases with periods ranging from 10 to 36 months.  In general, associated costs such as repairs and maintenance, insurance and property taxes are paid by the lessee.

Through June 30, 2007, 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.  No remarketing fees were paid for the six months ended June 30, 2007.

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.

The following is a schedule of future minimum rentals on noncancellable operating leases at June 30, 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

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

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 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.

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 six months ended June 30, 2007 and 2006, equipment acquisition fees of approximately $231,300 and $195,000, 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.  For the six months ended June 30, 2007 and 2006, debt placement fees of approximately $22,200 and $13,000, respectively, 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 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 six months ended June 30, 2006 there were no equipment liquidation fees earned by the General Partner.

5. 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 
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, 2007 are as follows:

  
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 determination of net loss are as follows:

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.
Noncash investing and financing activities include the following:

Six months Ended June 30,
2007
2006
Debt assumed in connection with lease extensions are accounted for as operating costs. Remarketing fees incurred in connection with the salepurchase of computer equipment are included in our gain or loss calculations. No remarketing
$2,219,952
$1,274,257
Equipment acquisition fees were paid for the periods ended September 30, 2006 and 2005.

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



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The Partnership’s share of the computer equipment in which it participates with other partnerships at September 30, 2006 and December 31, 2005 was approximately $2,848,000 and $932,000, respectively, and is included in the Partnership’s fixed assets on its balance sheet. And the total cost of the equipment shared by the Partnership with other partnerships at September 30, 2006 and December 31, 2005 was approximately $6,482,000 and $2,177,000, respectively. The Partnership’s share of the outstanding debt associated with this equipment at September 30, 2006 and December 31, 2005 was $416,000 and $0 respectively. The total outstanding debt at September 30, 2006 and December 31, 2005 was $942,000 and $0, respectively.

 

 

 

 

 

 

 

The following is a schedule of future minimum rentals on noncancellable operating leases at September 30, 2006:

 

 

 

 

 

 

 

 

 

Amount

 

 

 

 

 

 


 

 

 

 

 

Three months ending December 31, 2006

 

$

964,922

 

 

 

 

 

Year ended December 31, 2007

 

 

3,797,577

 

 

 

 

 

Year ended December 31, 2008

 

 

3,153,974

 

 

 

 

 

Year ended December 31, 2009

 

 

546,101

 

 

 

 

 

 



 

 

 

 

 

 

$

8,462,574

 

 

 

��

 

 



 

 

 

 

 

4.

Related Party Transactions

 

Receivables/Payables

 

 

 

 

 

 

 

As of September 30, 2006, the Partnership’s related party receivables and payables are short term, unsecured, and non-interest bearing.

 

 

 

 

 

 

 

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 nine months ended September 30, 2006, the Partnership recorded $678,000 for reimbursement of expenses to the General Partner. For the period of March 14, 2005 (Commencement of Operations) through September 30, 2005, the Partnership recorded $257,000 for reimbursement of expenses to the General Partner.

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Offering Costs

Offering costs are payments for selling commissions, dealer manager fees, professional fees and other offering expenses relating to the syndication. 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 period ended September 30, 2006, equipment acquisition fees of approximately $295,000 were earned bythe General Partner. For the period of March 14, 2005 (Commencement of Operations) through September 30, 2005, equipment acquisition fees of approximately$67,000 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. For the period ended September 30, 2006, debt placement fees of approximately $16,000 were earned by the General Partner. For the period of March 14, 2005 (Commencement of Operations) through September 30, 2005, debt placement fees of approximately $4,000 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 nine months ended September 30, 2006, equipment management fees of approximately $120,000 were earned by the General Partner. For the period of March 14, 2005 (Commencement of Operations) through September 30, 2005, equipment management fees of approximately $5,100 were earned bythe General Partner.

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5.

Notes Payable

Notes payable 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, 2006 are as follows:

 

 

September 30,
2006

 

December 31,
2005

 

 

 


 


 

Installment note payable to bank; interest at 4.61%, due in monthly installments of $160, including interest, with final payment in December 2007.

 

$

773

 

 

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.

 

 

820,816

 

785,157

 

Installment notes payable to banks; interest ranging from 6.08% to 6.2%, due in monthly installments ranging from $8,944 to $22,990, including interest, with final payment in June 2009.

 

 

1,105,409

 

 

 

 



 


 

 

 

$

1,926,998

 

785,157

 

 

 



 


 

Payments on the above notes are due as follows:

 

 

Amount

 

 

 


 

Three months ended December 31, 2006

 

$

199,063

 

Year ended December 31, 2007

 

 

858,071

 

Year ended December 31, 2008

 

 

719,213

 

Year ended December 31, 2009

 

 

150,651

 

 

 



 

 

 

$

1,926,998

 

 

 



 

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6.

Supplemental
Cash Flow
Information

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

Nine months Ended September 30,

 

2006

 

2005

 


 


 


 

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

 

$

410,423

 

$

 

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.

Noncash investing and financing activities include the following:

Nine months Ended September 30,

 

 

2006

 

 

2005

 


 

 


 

 


 

Debt assumed in connection with purchase of computer equipment

 

$


1,552,263

 


$

378,710

 

Equipment acquisition fees earned by General Partner upon purchase of equipment from prepaid acquisition fees

 

$

39,273

 

$


(379,949

)

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



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.

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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 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

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 SeptemberJune 30, 2006,2007, the Partnership’s leasing operations consisted ofPartnership has only entered into operating leases.  Operating leaseLease 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 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.


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Liquidity and Capital Resources


The Partnership’s primary source of capital for the ninesix months ended SeptemberJune 30, 2007 was cash provided by operating activities of approximately $1,790,000.  For the six months ended June 30, 2006, and the periodPartnership’s primary source of March 14, 2005 (Commencement of Operations) through September 30, 2005,capital was from contributions of approximately $5,300,000 and $12,800,000, respectively.$5,200,000.  Equipment was purchased in the amount of approximately $5,800,000 was purchased$3,560,000 during the ninesix months ended SeptemberJune 30, 2006 and distributions in the amount of $1,800,000 were paid during that same period. Equipment in the amount of $1,288,000 was purchased2007 and distributions were paid in the amount of $341,000 during the period of March 14, 2005 (Commencement of Operations) through September 30, 2005.

For the nine months ended September 30, 2006, cash was provided from operationsapproximately $1,250,000.  Equipment in the amount of $1,100,000 thatapproximately $3,600,000 was purchased during the six months ended June 30, 2006 and distributions were paid in the amount of $1,100,000.


The Partnership intends to invest approximately $6,192,000 in additional equipment for the remainder of 2007.  The acquisition of this equipment will be funded by debt financing from cash flows from lease rental payments.

For the six months ended June 30, 2007, the Partnership generated cash flows from operating activities in the amount of $1,790,000, which includes a net loss of $292,000approximately $117,000, and depreciation and amortization expenses of approximately $1,872,000.$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 $410,000.

$796,000.

For the period of March 14, 2005 (Commencement of Operations) through Septembersix months ended June 30, 2005,2006, the Partnership usedgenerated cash forflows from operating activities in the amount of approximately $403,000,$727,000, which includes a net loss of approximately $576,000,$309,000, and depreciation and amortization expenses of approximately $81,000.

$1,085,000.  Other non-cash activities included in the determination of net income include direct payments of lease income by lessees to banks of approximately $222,000.


The Partnership’sPartnership'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’sPartnership's operating expenses.  As of SeptemberJune 30, 2006,2007, the Partnership had future minimum rentals on non-cancelable operating leases of $965,000approximately $3,422,000 for the balance of the year ending December 31, 20062007 and $7,497,000approximately $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 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 leases are on a “triple-net” basis, no reserve for maintenance and repairs areis deemed necessary.


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 SeptemberJune 30, 20062007 compared to threeThree months ended SeptemberJune 30, 20052006


For the three months ended SeptemberJune 30, 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 $1,128,000$880,000 and expenses of approximately $1,112,000, resulting in net income of approximately $16,000. For the three months ended September 30, 2005, the Partnership recognized income of approximately $99,000 and expenses of approximately $370,000,$941,000, resulting in a net loss of approximately $271,000.

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$61,000.

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Lease income increased by 128% to approximately $1,022,000$1,737,000 for the three months ended SeptemberJune 30, 2006,2007, from $84,000approximately $762,000 for the three months ended SeptemberJune 30, 2005,2006.  This increase was primarily due to more lease agreements being entered into sincestarted than new lease agreements were ending during the ninethree months ended SeptemberJune 30, 2005 as the fund commenced operations.

2007.

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 decreased 2%increased 44% to approximately $248,000$370,000 for the quarterthree months ended SeptemberJune 30, 2006, versus $254,0002007, from $257,000 for the quarterthree months ended SeptemberJune 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 $48,000$87,000 for the quarterthree months ended SeptemberJune 30, 2007, from $40,000 for the three months ended June 30, 2006, versus $4,000 for the quarter ended September 30, 2005, andwhich is consistent with the increase in lease income.


Depreciation and amortization expenses consist of depreciation on computer equipment and amortization of equipment acquisition fees. TheThese expenses increased 122% to approximately $787,000$1,374,000 for the quarterthree months ended SeptemberJune 30, 2006,2007, from $67,000$620,000 for the quarterthree months ended SeptemberJune 30, 20052006. This increase was due to additionalthe acquisition of new equipment being purchased and associated acquisition and finance fees being recorded byattributable to the purchase of new leases.

Six months ended June 30, 2007 compared to Six months ended June 30, 2006

For the six months ended June 30, 2007, the Partnership sincerecognized income of approximately $3,237,000, and expenses of approximately $3,354,000, resulting in a net loss of approximately $117,000.  For the quarter ended September 30, 2005.

Ninesix months ended September 30, 2006 compared to March 14, 2005 (Commencement of Operations) through September 30, 2005

For the nine months ended SeptemberJune 30, 2006, the Partnership recognized income of approximately $2,663,000$1,534,000, and expenses of approximately $2,955,000$1,843,000, resulting in a net loss of approximately $292,000. For the period of March 14, 2005 (Commencement of Operations) through September 30, 2005, the Partnership recognized income of approximately $116,000 and expenses of approximately $692,000, resulting in a net loss of approximately $576,000.

$309,000.


Lease income increased to $2,389,000$3,116,000 for the ninesix months ended SeptemberJune 30, 2006, versus $102,0002007, from $1,367,000, for the period of to March 14, 2005 (Commencement of Operations) through Septembersix months ended June 30, 2005,2006, primarily due to the fact that more lease agreements beingwere entered into since the period from Septembersix 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 $861,000$656,000 for the ninesix months ended SeptemberJune 30, 2006,2007, from $481,000$612,000 for the period of March 14, 2005 (Commencement of Operations) through Septembersix months ended June 30, 2005,2006, primarily due to an increase in other LP expenses of approximately $333,000, an increaseand Partnership taxes, which was set off by a decrease in insurance costs of approximately $16,000legal fees, blue sky expenses and an increase in accounting fees of approximately $11,000. Such expenses increased due to commencement of operationsoffice 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 $120,000$156,000 for the ninesix months ended SeptemberJune 30, 2007, from $72,000 for the six months ended June 30, 2006, from $5,000 for the period of March 14, 2005 (Commencement of Operations) through September 30, 2005, andwhich is consistent with the increase in lease income.

15


Depreciation and amortization expenses consist of depreciation on computer equipment and amortization of equipment acquisition fees. TheThese expenses increased to approximately $1,870,000$2,473,000 for the ninesix months ended SeptemberJune 30, 20062007; from $81,000$1,085,000 for the periodsix months ended SeptemberJune 30, 2005,2006. This increase was due to additional equipment being purchased and the associated acquisition and finance fees being recorded by the Partnership sincefor the periodsix months ended SeptemberJune 30, 2005.

2006.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk


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. There are no material changes to this disclosure related to these items since the filing of our Annul Report on Form 10-K for the year ended December 31, 2005.debt and its associated fixed revenue streams.

Item 4.  Controls and Procedures

Item 4.

Controls and Procedures


The Chief Executive Officer and Principal Financial Officer of the General Partner hasPartnership have conducted a review of the General Partner’sPartnership's disclosure controls and procedures as of SeptemberJune 30, 2006.

2007.


The Company’sPartnership’s disclosure controls and procedures include the General Partner’sPartnership'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’sPartnership's management, including its chief executive officerChief 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 withwithin the required time periods.


Based upon this review, the General Partner’sPartnership’s Chief Executive Officer and Principal Financial Officer hashave concluded that the General Partner’sPartnership's disclosure controls (as defined pursuant toin Rule 13a-14 c13a-15e promulgated under the Exchange Act) are sufficiently effective to ensure that the information required to be disclosed by the General PartnerPartnership 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 internal controls or in other factors that could materially affect our disclosure controls and procedures in the quartersix months ended SeptemberJune 30, 2006,2007, that have materially affected or are reasonably likely to materially affect the General Partner’s internal controls over financial reporting.


Part II:   OTHER INFORMATION


Commonwealth Income & Growth Fund V


Legal Proceedings.Proceedings


N/A



Item 1A.

Risk Factors

16



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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

There exists no public marketthe risk factors set forth in our Annual Report on Form 10-K for the units, andyear ended December 31, 2006, as filed with the General Partner does not expect a public market for units to develop. The units cannot be pledged or transferred without the consent of the General Partner. The units should be purchased as a long-term investment only. The General Partner intends to limit 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 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 amendmentSEC. In addition to the partnership agreement,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 must be approved by a majority ofcould materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the Limited Partners. You may be ableonly risks facing our company. Additional risks and uncertainties not currently known to resell your units, if at all, only at a discount to the offering price, which may be significant, and the redemptionus 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 equipmentthat we purchasedcurrently deem immaterial also may have little a material adverse effect on our business, financial condition and/or no residual value. This will result in insufficient assets for us to distribute cash in a total amount equal to 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 limitation 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.

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operating results.

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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.

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.


Unregistered Sales of Equity Securities and Use of Proceeds.Proceeds


N/A


Defaults Upon Senior Securities.Securities


N/A


Submission of Matters to a Vote of Securities Holders.Holders

N/A

Item 5.

Other Information.

N/A

Item 6.

Exhibits and Reports on Form 8-K


            N/A

a)

Exhibits

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 positions she held with affiliates of the registrant and her position on the Board, as previously disclosed by the registrant in a Current Report filed with the SEC on Form 8-K.

Exhibits

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

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

32.1 SECTION 1350 CERTIFICATION OF CEOPRINCIPAL EXECUTIVE OFFICER

32.2 SECTION 1350 CERTIFICATION OF CFPRINCIPAL FINANCIAL OFFICERO

b)

N/A

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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



NovemberAugust 14, 20062007

By:


/s/ Kimberly A. Springsteen

Date


Kimberly A. Springsteen

Chief Executive Officer

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