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

FORM 10-Q

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

 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008            MARCH 31, 2009    or

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

Commission File Number:  333-108057

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

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

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).YES  ¨      NO  ¨

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

Large accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company T
(Do (Do not check if a smaller reporting company.) 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      YES  ¨ NO T

 
 

1


FORM 10-Q
SEPTEMBER 30, 2008MARCH 31, 2009    

TABLE OF CONTENTS

 PART I 
Item 1.
Financial Statements
3
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
11
13
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
14
17
Item 4T.
Controls and Procedures
15
17
 PART II 
Item 1.
Legal Proceedings
15
17
Item7Item 1 A.
Risk Factors
15
18
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
15
18
Item 3.
Defaults Upon Senior Securities
15
19
Item 4.
Submission of Matters to a Vote of Securities Holders
15
19
Item 5.
Other Information
15
19
Item 6.
Exhibits
16
19
   


2


Part I. FINANCIAL INFORMATIONINFORMATION
Item 1. Financial Statements

Commonwealth Income & Growth Fund V 
Condensed Balance Sheets 
  
  September 30,  December 31, 
  2008  2007 
  (unaudited)    
Assets      
Cash and cash equivalents $3,659,160  $4,114,953 
Lease income receivable, net of reserves of $73,600 and $42,800 as of        
   September 30, 2008 and December 31, 2007  135,197   211,207 
Other receivable, Commonwealth Capital Corp.  368,997   55,740 
Other receivable, General Partner  18,516   - 
Other receivable, affiliated limited partnerships  300   1,903 
Prepaid expenses  6,016   1,745 
   4,188,186   4,385,548 
         
Computer equipment, at cost  21,259,701   21,299,239 
Accumulated depreciation  (11,365,872)  (7,919,040)
   9,893,829   13,380,199 
         
Equipment acquisition costs and deferred expenses, net of accumulated        
   amortization of $633,924 and $284,601 at September 30, 2008 and December 31, 2007  275,808   463,248 
Prepaid acquisition fees, General Partner  219,470   247,936 
   495,278   711,184 
         
Total assets $14,577,293  $18,476,931 
         
Liabilities and Partners' Capital        
         
Liabilities        
Accounts payable $11,515  $292,491 
Accounts payable, General Partner  19,919   9,734 
Other accrued expenses  12,208   2,182 
Unearned lease income  145,278   157,032 
Notes payable  1,930,616   3,134,218 
Total liabilities  2,119,536   3,595,657 
         
Partners' Capital        
General partner  1,000   1,000 
Limited partners  12,456,757   14,880,274 
Total Partners' Capital  12,457,757   14,881,274 
         
Total Liabilities and Partners' Capital $14,577,293  $18,476,931 

see accompanying notes to condensed financial statements

3
Table of Contents
Commonwealth Income & Growth Fund V 
Condensed Statements of Operations 
(unaudited) 
             
  Three months Ended  Nine months Ended 
  September 30,  September 30, 
  2008  2007  2008  2007 
Revenue            
Lease $1,623,117  $1,716,760  $5,190,395  $4,832,494 
Interest and other  23,593   56,993   73,388   178,282 
Gain on sale of computer equipment  2,709   -   84,982   - 
Total revenue  1,649,419   1,773,753   5,348,765   5,010,776 
                 
Expenses                
Operating  327,542   277,359   1,123,480   933,343 
Equipment management fee-
 General Partner
  81,156   85,838   259,520   241,625 
Interest  32,326   41,977   114,822   110,715 
Depreciation  1,330,147   1,350,370   4,088,315   3,690,465 
Amortization of equipment acquisition
   costs and deferred expenses
  76,089   74,848   232,861   208,108 
Bad debt expense  30,818   38,461   30,818   38,461 
Loss on sale of computer equipment  -   4,854   -   4,892 
Total expenses  1,878,078   1,873,707   5,849,816   5,227,609 
                 
Net (loss) $(228,659) $(99,954) $(501,051) $(216,833)
                 
Net (loss) allocated to limited partners $(234,897) $(106,204) $(519,789) $(235,579)
                 
Net (loss) per equivalent limited partnership unit $(0.19) $(0.08) $(0.42) $(0.19)
                 
Weighted average number of equivalent limited partnership units outstanding during the period  1,248,010   1,249,951   1,249,082   1,249,951 

see accompanying notes to condensed financial statements


4
Table of Contents


Commonwealth Income & Growth Fund V 
Condensed Balance Sheets 
     
  March, 31  December 31, 
  2009  2008 
  (unaudited)    
Assets      
       
Cash $1,922,078  $3,053,703 
Lease income receivable, net of reserve of $115,617  and $128,617 at March 31, 2009 and December 31, 2008, respectively  467,391   320,541 
Accounts receivable, GP  18,516   18,516 
Accounts receivable, CCC  148,450   394,435 
Accounts receivable, affiliated limited partnerships  4,203   300 
Prepaid expenses  16,034   6,422 
   2,576,672   3,793,917 
         
Computer equipment, at cost  22,356,818   21,267,794 
Accumulated depreciation  (13,411,917)  (12,060,593)
   8,944,901   9,207,201 
         
Equipment acquisition costs and deferred expenses, net of accumulated amortization of $482,272 and $449,553 at
March 31, 2009 and at December 31, 2008, respectively
  232,091   247,773 
Prepaid acquisition Fees  135,214   180,205 
   367,305   427,978 
         
         
Total Assets $11,888,878   13,429,096 
         
         
Liabilities and Partners' Capital        
         
Liabilities        
Accounts payable $86,819  $357,751 
Accounts payable, General Partner  31,763   41,112 
Accounts payable, Commonwealth Capital Corp.  12,676   35,387 
Other accrued expenses  48,361   11,302 
Unearned lease income  322,837   142,203 
Notes payable  1,116,057   1,551,477 
Total Liabilities  1,618,513   2,139,232 
         
Partners' Capital        
General partner  1,000   1,000 
Limited partners  10,269,365   11,288,864 
Total Partners' Capital  10,270,365   11,289,864 
         
         
Total Liabilities and Partners' Capital $11,888,878  $13,429,096 

see accompanying notes to condensed financial statements
3

Commonwealth Income & Growth Fund V 
Condensed Statements of Partners’ Capital 
For the Nine Months ended September 30, 2008 
(unaudited) 
  
                
  General  Limited          
  Partner  Partner  General  Limited    
  Units  Units  Partner  Partners  Total 
Balance, January 1, 2008  50   1,249,951  $1,000  $14,880,274  $14,881,274 
Net income (loss)  -   -   18,738   (519,789)  (501,051)
Redemptions  -   (3,824)  -   (49,119)  (49,119)
Distributions  -   -   (18,738)  (1,854,609)  (1,873,347)
Balance, September  30, 2008  50   1,246,127  $1,000  $12,456,757  $12,457,757 
Commonwealth Income & Growth Fund V 
Condensed Statements of Operations 
       
       
       
  Three Months Ended  Three Months Ended 
  March 31,  March 31, 
  2009  2008 
  (unaudited)  (unaudited) 
Revenue      
Lease $1,527,745  $1,827,678 
Interest and other  20,908   28,670 
Gain on sale of computer equipment  1,486   - 
Total Revenue  1,550,139   1,856,348 
         
Expenses        
Operating, excluding depreciation  374,661   373,474 
Equipment management fee, General Partner  76,992   86,305 
Interest  21,889   43,294 
Depreciation  1,377,584   1,363,141 
Amortization of equipment acquisition costs and deferred expenses  60,673   77,779 
Bad debt expense  13,000   - 
Loss on sale of computer equipment  -   4,966 
Total expenses  1,924,799   1,948,959 
         
Net (loss) $(374,660) $(92,611)
         
Net (loss) allocated to limited partners $(380,887) $(98,861)
         
Net (loss) per equivalent limited partnership unit $(0.31) $(0.08)
         
Weighted average number of equivalent limited partnership units outstanding during the period  1,245,500   1,249,951 


see accompanying notes to condensed financial statements



4

Commonwealth Income & Growth Fund V 
Condensed Statements of Partners' Capital 
For the three months ended March 31, 2009 
(unaudited) 
  
  
General
Partner Units
  
Limited
Partner Units
  General Partner  Limited Partner  Total 
Balance, January 1, 2009  50   1,245,852  $1,000  $11,288,864  $11,289,864 
Net Income (loss)  -   -   6,227   (380,887)  (374,660)
Redemptions  -   (2,000)  -   (22,249)  (22,249)
Distributions  -   -   (6,227)  (616,363)  (622,589)
Balance, March 31, 2009  50   1,243,852  $1,000  $10,269,365  $10,270,365 

see accompanying notes to condensed financial statements


5
Table of Contents

Commonwealth Income & Growth Fund V 
Condensed Statements of Cash Flow 
  
  Nine Months Ended 
  September 30, 
  2008  2007 
  (unaudited) 
       
Net cash provided by operating activities $1,708,949  $2,587,890 
         
Capital expenditures  (770,973)  (3,563,021)
Prepaid acquisition fees  28,466   129,060 
Net proceeds from the sale of computer equipment  545,652   4,715 
Equipment acquisition fees- General Partner  (42,505)  (231,319)
Net cash (used in) investing activities  (239,360)  (3,660,565)
         
Redemptions  (49,119)  - 
Distributions to partners  (1,873,347)  (1,874,520)
Debt Placement fees paid to General Partner  (2,916)  (22,200)
Net cash (used in) financing activities  (1,925,382)  (1,896,720)
         
Net (decrease) in cash and cash equivalents  (455,793)  (2,969,395)
Cash and cash equivalents, beginning of period  4,114,953   7,071,792 
         
Cash and cash equivalents, end of period $3,659,160  $4,102,397 
Commonwealth Income & Growth Fund V 
Condensed Statements of Cash Flow 
       
  Three Months ended  Three Months ended 
  March 31,  March 31, 
  2009  2008 
  (unaudited)  (unaudited) 
       
Net cash provided by operating activities $627,014  $734,134 
         
Investing activities:        
Capital Expenditures  (1,124,779)  (512,509)
Prepaid acquisition fees  44,991   20,500 
Net proceeds from the sale of computer equipment  10,979   4,856 
Equipment acquisition fees, General Partner  (44,991)  (20,500)
Net cash (used in) investing activities  (1,113,800)  (507,653)
         
Financing activities:        
Redemptions  (22,249)  - 
Distributions to partners  (622,590)  (624,974)
Net cash (used in) financing activities  (644,839)  (624,974)
         
Net (decrease) in cash  (1,131,625)  (398,493)
Cash beginning of period  3,053,703   4,114,953 
         
Cash end of period $1,922,078  $3,716,460 

see accompanying notes to condensed financial statements

6
Table of Contents
NOTES TO CONDENSED FINANCIAL STATEMENTS

1. Business

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

The Partnership used the proceeds of the Offering to acquire, own and lease various types of 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, acquires computer equipment subject to associated debt obligations and lease agreements and allocates a participation in the cost, debt and lease revenue to the Partnership and other affiliatedvarious partnerships based on certain risk factors.  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.

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

2. Summary of Significant Accounting Policies

Recent Accounting Pronouncements

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

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. SFAS 162 is effective 60 days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board amendments to Audit Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The Partnership is currently evaluating the potential impact, if any, of the adoption of SFAS 162 on its financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Liabilities, including an amendment of FASB Statement No. 115” (“SFAS No. 159”). SFAS No. 159 permits entities to choose, at specified election dates, to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses will be reported on items for which the fair value option has been elected in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of SFAS No. 157 “Fair Value Measurements”.  As of January 1, 2008 the Partnership adopted SFAS No.159. The Partnership has not elected the fair value option for any assets or liabilities.
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In September 2006, the FASB issued Statement of Financial Accounting Standards 157, “Fair“Fair Value Measurements” (“(“SFAS 157”), which provides guidance on measuring the fair value of assets and liabilities. SFAS 157 applies to other accounting pronouncements that require or permit assets or liabilities to be measured at fair value but does not expand the use of fair value to any new circumstances. This standard also requires additional disclosures in both annual and quarterly reports.  SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and will be adopted by the Partnership in the first quarter of its fiscal year 2008.   In February 2008, the FASB issued two Staff Positions on SFAS 157: (1) FASB Staff Position No. FAS 157-1 (FAS 157-1), “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement Under Statement 13,” and (2) FASB Staff Position No. FAS 157-2 (FAS 157-2), “Effective Date of FASB Statement No 157.” FAS 157-1 excludes FASB Statement No. 13, Accounting for Leases, as well as other accounting pronouncements that address fair value measurements on lease classification or measurement under Statement 13, from SFAS 157’s scope. FAS157-2 partially defers Statement 157’s effective date.  As of January 1, 2008 the Partnership partially adopted SFAS No. 157 for all financial assets.  Adoption of this pronouncement did not impact the 2008 financial statements of the PartnershipPartnership.   In February 2008,  FASB issued FSP FAS 157-2 to provide a one-year deferral of the effective date of Statement 157 for nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed in financial statements at September 30,fair value on a recurring basis (that is, at least annually).   The adoption of SFAS 157-2 on January 1, 2009 did not have a material impact on the Partnership’s financial statements.

In January 2009, FASB issued FSP EITF 99-20-1, “Amendments to the Impairment Guidance of EITF Issue No. 99-20 (“FSP EITF 99-20-1”). FSP EITF 99-20-1 is effective for interim and annual periods ending after December 15, 2008. Retroactive application is not permitted. The adoption of FSP EITF 99-20-1 did not have a significant impact on the Partnership’s financial position or results of operations.

7
In October 2008,April 2009, the FASB issued FASB Staff Position No. 107-1 (“FSP SFAS 157-3 "Determining theFAS 107-1”) and APB 28-1 (“APB 28-1”), which amends FASB Statement No. 107, Disclosures about Fair Value of a Financial Asset WhenInstruments and APB Opinion NO. 28, Interim Financial Reporting, to require disclosures about the Marketfair value of financial instruments for That Asset is Not Active" ("interim reporting periods. FSP SFAS 157-3"), which isFAS 107-1 and APB 28-1 will be effective upon issuance for all financial statements that have not been issued. FSP SFAS 157-3 clarifies the applicationinterim reporting periods ending after June 15, 2009. The adoption of SFAS 157, in a market thatthis staff position is not active. The Partnership is currently evaluatingexpected to have a material impact on the potential impact, if any,Partnership’s financial position or results of the adoption of FSP SFAS 157-3 on its financial statements.operation

Basis of Presentation

The financial information presented as of any date other than December 31, 20072008 has been prepared from the books and records without audit.  Financial information as of December 31, 20072008 has been derived from the audited financial statements of the Partnership, but does not include all disclosures required by generally accepted accounting principles to be included in audited financial statements.  In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial information for the periods indicated, have been included.  For further information regarding the Partnership’s accounting policies, refer to the financial statements and related notes included in the Partnership’s annual report on Form 10-K for the year ended December 31, 2007.2008.  Operating results for the ninethree months ended September 30, 2008March 31, 2009 are not necessarily indicative of financial results that may be expected for the full year ended December 31, 2008.2009.

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,at March 31, 2009 and 2008.  The Partnership recorded impairment charges of approximately $41,000 (included in depreciation expense) for the period ended September 30, 2007.

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

Reimbursable Expenses

Reimbursable expenses, which are charged to the Partnership by CCC in connection with the administration and operation of the Partnership, are allocated to the Partnership based upon several factors including, but not limited to, the number of investors, compliance issues, and the number of existing leases.  For example, if the Partnership has more investors than another program sponsored by CCC, then higher amounts of expenses related to investor services, mailing and printing costs will be allocated to the Partnership.  Also, while a Partnership is in its offering stage, higher compliance costs are allocated to it than to a program not in its offering stage, as compliance resources are utilized to review incoming investor suitability and proper documentation.  Finally, lease related expenses, such as due diligence, correspondence, collection efforts and analysis staff costs, increase as programs purchase more leases, and decrease as leases terminate and equipment is sold. All of these factors contribute to CCC’s determination as to the amount of expenses to allocate to the Partnership or to other sponsored programs.  For the Partnership, all reimbursable expenses are expensed as they are incurred.

8
Cash

At March 31, 2009 cash was held in two accounts maintained at one financial institution. The accounts were, in the aggregate, federally insured for up to $250,000.  At March 31, 2009, the total cash balance was as follows:

At March 31, 2009   
Total balance Bank $2,442,071 
FDIC insurable limit $250,000 
Exceeded FDIC limit by $2,192,071 
     

The Partnership can mitigate this risk by depositing funds with more than one institution and by only depositing funds with major financial institutions. The Partnership has not experienced any losses in such accounts, and believes it is not exposed to any significant credit risk. The amount in such accounts will fluctuate throughout 2009 due to many factors, including the pace of additional revenues, equipment acquisitions and distributions. 

Net Income (Loss) Per Equivalent Limited Partnership Unit

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

3. Computer Equipment

The Partnership is the lessor of equipment under operating leases with periods generally ranging from 1112 to 3648 months.  In general, associated costs such as repairs and maintenance, insurance and property taxes are paid by the lessee.

Through September 30, 2008,March 31, 2009, 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.

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Remarketing fees are paid to the leasing companies from which the Partnership purchases leases.  These are fees that are earned by the leasing companies when the initial terms of the lease have been met and the equipment is re-leased or sold.  The General Partner believes that this strategy adds value since it entices the leasing company to "stay with the lease" for potential extensions, remarketing or sale of equipment.  This strategy potentially minimizes any conflicts the leasing company may have with a potential new lease and will potentially assist in maximizing overall portfolio performance.  The remarketing fee is tied into lease performance thresholds and is factored in the negotiation of the fee.  Remarketing fees incurred in connection with lease extensions are accounted for as operating costs.  Remarketing fees incurred in connection with the sale of computer equipment are included in our gain or loss calculations.  For the ninethree months ended September 30,March 31, 2009 and 2008, and 2007the Partnership incurred remarketing fees were incurred in the amount of approximately $51,000$7,000 and $1,000,$2,600, respectively. For the ninethree months ended September 30, 2008 and 2007, remarketingMarch 31, 2009 the Partnership paid approximately $5,000 in such fees.  No such fees were paid infor the amount of approximately $22,000 and $0, respectively.three months ended March 31, 2008.

The Partnership’s share of the computer equipment in which it participates with other partnerships at September 30, 2008March 31, 2009 and December 31, 20072008 was approximately $9,149,000$9,920,000 and $8,381,000,$9,480,000, respectively, which is included in the Partnership’s fixed assets on its balance sheet.  The total cost of the equipment shared by the Partnership with other partnerships at September 30, 2008March 31, 2009 and December 31, 20072008 was approximately $21,355,000$25,068,000 and $17,371,000,$23,272,000, respectively.  The Partnership’s share of the outstanding debt associated with this equipment at September 30, 2008March 31, 2009 and December 31, 20072008 was $1,202,000$923,000 and $1,683,000,$1,183,000, respectively.  The total outstanding debt associated with thisrelated to the equipment shared by the Partnership at September 30, 2008March 31, 2009 and December 31, 20072008 was $3,012,000approximately $2,728,000 and $3,187,000,$3,349,000, respectively.

The following is a schedule of future minimum rentals on noncancellable operating leases at September 30, 2008:March 31, 2009:

 Amount Amount 
     
TtThree months ending December 31, 2008 $1,534,466
Year ended December 31, 2009  3,178,972
Nine months ended December 31, 2009 $3,746,203 
Year ended December 31, 2010  539,617  1,330,970 
Year ended December 31, 2011  68,655  569,544 
Year ended December 31, 2012  112,855 
 $5,321,710 $5,759,572 
       

4. Related Party Transactions

Receivables/Payables

As of September 30, 2008,March 31, 2009, the Partnership’s related party receivables and payables are short term, unsecured, and non-interest bearing.

10
Reimbursable Expenses

The General Partner and its affiliates are entitled to reimbursement by the Partnership for the costSee “Summary 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.Significant Accounting Policies- Reimbursable Expenses,” above. During the ninethree months ended September 30,March 31, 2009 and 2008, and 2007, the Partnership recorded approximately $1,068,000$341,000 and $925,000,$376,000, respectively, for reimbursement of expenses to the General Partner.

Equipment Acquisition Fee

The General Partner is entitled to be paid an equipment acquisition fee of 4% of the purchase price of each item of equipment purchased as compensation for the negotiation of the acquisition of the equipment and lease thereof or sale under a conditional sales contract.  For the ninethree months ended September 30,March 31, 2009 and 2008, and 2007, equipment acquisition fees of approximately $42,000$45,000 and $231,000,$20,000, respectively, were earned.  The remaining balance of approximately $135,000 will be earned by the General Partner.in future periods.

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 nine months ended September 30, 2008 and 2007There were no debt placement fees of approximately $3,000 and $22,000, respectively, were earned by the General Partner.Partner for the three months ended March 31, 2009 and 2008.

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Equipment Management Fee

The General Partner is entitled to be paid a monthly fee equal to the lesser of (i) the fees which would be charged by an independent third party for similar services for similar equipment or (ii) the sum of (a) two percent of (1) the gross lease revenues attributable to equipment which is subject to full payout net leases which contain net lease provisions plus (2) the purchase price paid on conditional sales contracts as received by the Partnership and (b) 5% of the gross lease revenues attributable to equipment which is subject to operating and capital leases.  For the ninethree months ended September 30,March 31, 2009, and 2008, and 2007, equipment management fees of approximately $260,000$77,000, and $242,000,$86,000, 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 (i) a return of their net capital contributions and a 10% per annum cumulative return, compounded daily, on adjusted capital contributions and (ii) the net disposition proceeds from such sale in accordance with the Partnership Agreement.  Such fee will be reduced to the extent any liquidation or resale fees are paid to unaffiliated parties.  For the ninethree months ended September 30,March 31, 2009 and 2008, and 2007, equipment liquidation fees of approximately $18,000$300 and $200, respectively, were earned by the General Partner.

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5. Notes Payable

Notes payable consisted of the following:

  
September 30,
 2008
  
December 31,
2007
Installment notes payable to banks; interest ranging from 4.65% to 6.30%, due in monthly installments ranging
from $1,095 to $14,239, including interest, with final payments from February through September 2008.
 $-  $275,143
        
Installment notes payable to banks; interest ranging from 5.25% to 6.20% due in monthly installments ranging
from $6,588 to $134,671, including interest, with final payments from January through October 2009.
  1,346,617   2,337,462
        
Installment notes payable to banks; interest ranging from 5.40% to 5.85%, due in monthly installments ranging
from $23,643 to $31,661, including interest, with final payments from January 2010 through July 2010.
  373,440   521,613
        
Installment note payable to bank; interest of 5.75%, due in monthly installment of $22,756, including interest,
with final payment in January 2011.
  210,559   -
  $1,930,616  $3,134,218
        
  March 31, 2009  December 31, 2008 
       
Installment notes payable to banks; interest ranging from 5.25% to 6.20% due in quarterly or monthly installments ranging from $6,588 to $134,671, including interest, with final payments from February through October 2009 $626,766  $989,358 
         
Installment notes payable to banks; interest ranging from 5.40% to 5.85% due in quarterly installments ranging from $23,643 to $31,661, including interest, with final payments from January through July 2010  271,402   322,037 
         
Installment note payable to bank; interest at 5.75% due in quarterly installments of $22,756 including interest, with final payment in January 2011  170,816   190,829 
         
Installment note payable to bank; interest at 6.21%, due in monthly installments of $1,368, including interest, with final payment in May 2012.  47,073   49,253 
  $1,116,057  $1,551,477 

These
The notes are secured by specific computer equipment and are nonrecourse liabilities of the Partnership.  As such, the notes do not contain any debt covenants with which we must comply on either an annual or quarterly basis.  Aggregate maturities of notes payable for each of the periods subsequent to September 30, 2008March 31, 2009 are as follows:

 Amount Amount 
     
Three months ending December 31, 2008 $427,099
Year ended December 31, 2009  1,278,705
Nine months ending December 31, 2009 $855,070 
Year ended December 31, 2010  202,378  216,350 
Year ended December 31, 2011  22,434  37,903 
Year ended December 31, 2012  6,734 
 $1,930,616 $1,116,057 
       

 
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At March 31, 2009 and December 31, 2008, the estimated fair value of Contentsour debt approximates the carrying value of such instruments due to the interest rates on such debt approximating current market rates.

6. Supplemental Cash Flow Information

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

Nine months ended September 30, 2008  2007
     
Three months ended March 31, 2009  2008 
Lease income, net of interest expense on notes payable realized as a result of direct payment of principal by lessee to bank $1,495,243  $1,265,975 $435,421  $495,179 
       

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, 2008  2007
Debt assumed in connection with purchase of computer equipment
 $291,642  $2,219,952
Equipment acquisition fees earned by General Partner upon purchase of equipment from prepaid acquisition fees
 $42,505  $231,319
Three months ended March 31, 2009  2008 
Equipment acquisition fees earned by General Partner upon purchase of equipment from prepaid acquisition fees
 $42,505  $231,319 $44,991  $20,500 
       

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

FORWARD LOOKING STATEMENTS

Certain statements within this Quarterly Report on Form 10-Q may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”). These statements are being made pursuant to the PSLRA, with the intention of obtaining the benefits of the “safe harbor” provisions of the PSLRA, and, other than as required by law, we assume no obligation to update or supplement such statements. Forward-looking statements are those that do not relate solely to historical fact. They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. You can identify these statements by the use of words such as “may,” “will,” “could,” “anticipate,” “believe,” “estimate,” “expect,“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.

13
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.
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COMPUTER EQUIPMENT
 
Commonwealth Capital Corp., on behalf of the Partnership and other affiliated partnerships, acquires computer equipment subject to associated debt obligations and lease revenue and allocates a participation in the cost, debt and lease revenue to the various affiliated partnerships based on certain risk factors. Depreciation on computer equipment for financial statement purposes is based on the straight-line method over estimated generally over useful lives of three or four years.

REVENUE RECOGNITION

Through September 30, 2008,March 31, 2009, the Partnership has only entered into operating leases.  Lease revenue is recognized on a monthly straight-line basis which is generally in accordance with the terms of the operating lease agreement. The Partnership’s leases do not contain any step-rent provisions or escalation clauses nor are lease revenues adjusted based on any index.

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

LONG-LIVED ASSETS

The Partnership evaluates its long-lived assets when events or circumstances indicate that the value of the asset may not be recoverable.  The Partnership determines whether an impairment exists by estimating the undiscounted cash flows to be generated by each asset.  If the estimated undiscounted cash flows are less than the carrying value of the asset, an impairment exists.  The amount of the impairment is determined based on the difference between the carrying value and the fair value.  Fair value is determined based on estimated discounted cash flows to be generated by the asset.  The Partnership determined that no impairment existed as of September 30,March 31, 2009 and 2008.  The Partnership recorded impairment charges of approximately $41,000 (included in depreciation expense) for the period ended September 30, 2007.

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

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LIQUIDITY AND CAPITAL RESOURCES

The Partnership’s primary source of capitalcash for the ninethree months ended September 30,March 31, 2009 and 2008 and 2007 was cash provided by operating activities of approximately $1,709,000$627,000 and $2,588,000,$734,000, respectively.  The primary uses of cash forDuring the ninethree months ended September 30,March 31, 2009 and 2008, and 2007 were for capital expenditures for new equipment was purchased in the amount of approximately $771,000$1,125,000 and $3,563,000$513,000, respectively, and for payment of distributions were made to partners in the amount of approximately $1,873,000$623,000 and $1,875,000$625,000, respectively.

The Partnership intends to invest approximately $1,800,000$2,000,000 in additional equipment for the remainder of 2008.2009.  The acquisition of this equipment will be funded by debt financing and cash flows from lease rental payments.

For the ninethree months ended September 30, 2008,March 31, 2009, the Partnership generated cash flows from operating activities in the amount of approximately $1,709,000 and$627,000, which includes a net loss of approximately $501,000,$375,000 and depreciation and amortization expenses of approximately $4,321,000.$1,438,000.  Other non-cash activities included in the determination of net lossincome include direct payments of lease income by lessees to banks of approximately $1,495,000.$435,420.

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For the ninethree months ended September 30, 2007,March 31, 2008, the Partnership generated cash flows from operating activities in the amount of approximately $2,588,000,$734,000, which includes a net loss of approximately $217,000,$93,000, loss on sale of computer equipment of approximately $5,000 and depreciation and amortization expenses of approximately $3,899,000.$1,441,000.  Other non-cash activities included in the determination of net lossincome include direct payments of lease income by lessees to banks of approximately $1,266,000.$495,000.

At March 31, 2009, cash was held in two accounts maintained at one financial institution. The accounts were, in the aggregate, federally insured for up to $250,000.  At March 31, 2009, the total cash balance was as follows:
At March 31, 2009   
Total balance Bank $2,442,071 
FDIC insurable limit $250,000 
Exceeded FDIC limit by $2,192,071 
     
The Partnership can mitigate this risk by depositing funds with more than one institution and by only depositing funds with major financial institutions. The Partnership has not experienced any losses in such accounts, and believes it is not exposed to any significant credit risk. The amount in such accounts will fluctuate throughout 2009 due to many factors, including the pace of additional revenues, equipment acquisitions and distributions. 

The Partnership's investment strategy of acquiring computer equipment and generally leasing it under “triple-net leases” to operators who generally meet specified financial standards minimizes the Partnership's operating expenses.  As of September 30, 2008,March 31, 2009, the Partnership had future minimum rentals on non-cancelable operating leases of approximately $1,534,000$3,746,000 for the balance of the year ending December 31, 20082009 and approximately $3,788,000$2,013,000 thereafter.  As of September 30, 2008,March 31, 2009, the Partnership’s outstanding debt was approximately $1,931,000$1,116,000 with interest rates ranging from 5.25% to 6.20%6.21%, and will be payable through January 2011.May 2012.

15
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“triple-net” basis, no reserve for maintenance and repairs is deemed necessary.

RESULTS OF OPERATIONS

Three months ended September 30, 2008March 31, 2009 compared to Threethree months ended September 30, 2007March 31, 2008

For the three months ended September 30,March 31, 2009, the Partnership recognized revenue of approximately $1,550,000 and expenses of approximately $ 1,925,000, resulting in a net loss of approximately $ 375,000.  For the three months ended March 31, 2008, the Partnership recognized revenue of approximately $1,649,000$1,856,000 and expenses of approximately $1,878,000,$1,949,000, resulting in a net loss of approximately $229,000.  For the three months ended September 30, 2007, the Partnership recognized revenue of approximately $1,774,000 and expenses of approximately $1,874,000, resulting in a net loss of approximately $100,000.$93,000.

Lease incomerevenue decreased by 5%16 % to approximately $1,623,000$1,528,000 for the three months ended September 30, 2008,March 31, 2009, from approximately $1,717,000$1,828,000 for the three months ended September 30, 2007.March 31, 2008.  This decrease was primarily due toattributable more lease agreements ending versus new lease agreements being acquiredleases commencing, during the three months ended September 30, 2008.March 31, 2009.

Operating expenses, excluding depreciation, primarily consist of accounting, legal, outside service fees and reimbursement of expenses to CCC for administration and operation of the Partnership.  TheThese expenses increased by 18% toof approximately $328,000$375,000 remained relatively consistent for the three months ended September 30,March 31, 2009 and 2008 from $277,000 for the three months ended September 30, 2007.  This increase is primarily attributable to an increase in remarketing, legal, administrative and other LP expenses and is partially offset by decreases in bad debt, insurance and information technology related expenses for the three months ended September 30, 2008.

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The equipment management fee is approximately 5% of the gross lease revenue attributable to equipment that is subject to operating leases. The equipment management fee decreased 5% to approximately $81,000 for the three months ended September 30, 2008, from approximately $86,000 for the three months ended September 30, 2007, which is consistent with the decrease in lease income.

Depreciation and amortization expenses consist of depreciation on computer equipment and amortization of equipment acquisition fees. These expenses decreased 1% to approximately $1,406,000 for the three months ended September 30, 2008, from $1,425,000 for the three months ended September 30, 2007. This decrease was due to equipment and acquisition fees being depreciated and amortized, as applicable, with no offset from new equipment purchases.
Nine months ended September 30, 2008 compared to Nine months ended September 30, 2007

For the nine months ended September 30, 2008, the Partnership recogized revenue of approximately $5,349,000, and expenses of approximately $5,850,000 resulting in a net loss of approximately $501,000.  For the nine months ended September 30, 2007, the Partnership recognized revenue of approximately $5,011,000, and expenses of approximately $5,228,000, resulting in a net loss of approximately $217,000.

Lease income increased 7% to $5,190,000 for the nine months ended September 30, 2008, from $4,832,000, for the nine months ended September 30, 2007, primarily due to the purchase of equipment that is subject to lease agreements during the nine months ended September 30, 2008.

Operating expenses, excluding depreciation, primarily consist of accounting, legal, outside service fees and reimbursement of expenses to CCC, a related party, for administration andsteady continuing operation of the Partnership.  The expenses increased by 20% to approximately $1,123,000 forPartnership, without the nine months ended September 30, 2008, from $933,000 for the nine months ended September 30, 2007.  This increase is primarily attributable to an increase in remarketing, legal, administrative, tax and other LP expenses and is partially offset by decreases in bad debt, insurance and information technology related expenses for the nine months ended September 30, 2008.occurrence of any unusual or unexpected 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 7%decreased 11 % to approximately $260,000$77,000 for the ninethree months ended September 30, 2008,March 31, 2009, from $242,000approximately $86,000 for the ninethree months ended September 30, 2007,March 31, 2008, which is consistent with the increasedecrease in lease income.revenue.

16
Depreciation and amortization expenses consist of depreciation on computer equipment and amortization of equipment acquisition fees. These expenses increased 11%slightly decreased to approximately $4,321,000$1,438,000 for the ninethree months ended September 30, 2008,March 31, 2009, from $3,899,000$1,441,000 for the ninethree months ended September 30, 2007.March 31, 2008. This increase was due to the acquisition of new equipmentdecrease is primarily attributable to the purchase ofequipment being fully amortized and depreciated and not being replaced with as many new leases.

The Partnership sold computer equipment with a net book value of approximately $9,500 for the three months ended March 31, 2009, for a net gain of approximately $1,500.  The Partnership sold computer equipment with a net book value of approximately $10,000 for the three months ended March 31, 2008, for a net loss of approximately $5,000.  

Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
N/A

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Item 4T.  Controls and Procedures

Our management, under the supervision and with the participation of the principal executive officer and principal financial offer, have evaluated the effectiveness of our controls and procedures related to our reporting and disclosure obligations as of September 30, 2008March 31, 2009 which is the end of the period covered by this Quarterly Report on Form 10-Q.  Based on that evaluation, the principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effectivesufficient to provide that (a) material information relating to us, including our consolidated affiliates is made known to these officers by us and our consolidated affiliates’ other employees, particularly material information related to the period for which this periodic report is being prepared; and (b) this information is recorded, processed, summarized, evaluated and reported, as applicable, within the time periods specified in the rules and forms promulgated by the Securities and Exchange Commission.  There have been no significant changes in the General Partner’s internal controls or in other factors that could significantly affect our disclosure controls and procedures in the thirdfirst quarter of 20082009 or subsequent to the date of the evaluation.

Part II:   OTHER INFORMATION

Item 1.    Legal Proceedings

In April 2007, our lessee Quick Loan Funding, Inc. began defaulting on its lease payments.  From April 2007 through the first quarter of 2008 we attempted several times to collect payment of outstanding lease payments and to recover the equipment from this lessee. On April 2, 2008, we filed suit in the Superior Court of Orange County, California (Docket No. 30-2008-00104785) against Quick Loan Funding, Inc. and its owner, Daniel Sadek, to recover the unpaid lease payments, late fees and the equipment. In July 2008, we recovered a portion of the equipment leased to Quick Loan Funding, and we are continuing to pursue all available means to recover the remainder of the equipment and the outstanding amounts owed to us.  On September 24, 2008, we obtained a judgment against Quick Loan Funding for all amounts owed to us. We are currently in the process of executing this judgment against any available assets of Quick Loan Funding.  While we believe Quick Loan Funding is currently insolvent, to our knowledge no proceedings in bankruptcy have been initiated. We believe, based on our physical inspection of Quick Loan’s physical assets during our repossession efforts, that Quick Loan Funding may have sufficient assets to cover our judgment lien against it.it.  To date, the Partnership has recorded a reserve against all outstanding rentals in the amount of approximately $43,000.   TheFor the years ended December 31, 2008 and 2007, the Partnership determined thatrecorded impairment in the amountcharges of approximately $15,000 existed as$63,000 and $18,000, respectively. As of September 30, 2008.  PriorDecember 31, 2008 the equipment has a net book value of zero.  The Partnership has not experienced any significant changes related to this matter during the first quarter of 2008,2009.

    In August 2007, a lessee, MobilePro, Inc. defaulted on lease payments for wi-fi equipment owned by the Partnership had impaired these assetsfund.  We were able to cover unpaid amounts by retaining cash collateral in the form of security deposits, which covered approximately $18,000.eight months of additional rent. Since that period, we communicated with and attempted to work with MobilePro on a resolution, through an equipment sale that could satisfy their obligations to us.
Item 1A.
Risk Factors
N/A
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

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     As of ContentsDecember 31, 2008, it became clear that they could not locate a buyer for the equipment.  Therefore, we began to make several demands for payments of back rent not satisfied by the security deposits, and these demands were not satisfied.  Subsequently, on February 10, 2009, our General Partner filed suit against MobilePro and other related parties for collection, in the US District Court for the District of Arizona.

    Simultaneously, we also filed suit against the City of Tempe, Arizona in order to seek access to our equipment, so that we could repossess and remarket the equipment, as Tempe has denied us access.  On March 27, 2009, the City of Tempe filed a response and counterclaim, seeking an unspecified amount for the use of the right-of-way on the utility poles where the equipment is located, as well as an unspecified fee for electricity used by the equipment and the city is additionally seeking entitlement to ownership of the equipment. We believe both counterclaims are without merit for several reasons and will continue to enforce our rights to the equipment.  On May 4, 2009, Mobile Pro filed its response generally denying liability, and counterclaimed for unspecified damages due to our alleged failure to mitigate our damages. We believe Mobile Pro’s counterclaims are without merit and will continue to pursue our action for damages.  To date, the Partnership has taken reserves against outstanding rentals of approximately $31,000 to cover potential loss exposure.
 
Item 6.
Exhibits
    As of March 31, 2009, the Partnership had approximately $126,000 in accounts receivable due from Chrysler LLC.  In light of Chrysler’s recent filing for Chapter 11 bankruptcy protection on April 30, 2009, we believe that a portion of that amount may be uncollectible.  Prior to their bankruptcy filing, the fund reserved approximately $55,000, due to trouble in collections efforts.  Once Chrysler’s reorganization plan is confirmed, we expect to know which of their leases will be affirmed or rejected.  Based on information currently available, we believe there is a significant likelihood that the past due amounts will be collectible, therefore we believe the current amount of reserve is adequate through the quarter ended March 31, 2009.  As further information becomes available, the Fund may need to increase its reserve in future periods to cover potential loss exposure.

Item 1A.                          Risk Factors

Changes in economic conditions could materially and negatively affect our business.
Our business is directly impacted by factors such as economic, political, and market conditions, broad trends in industry and finance, legislative and regulatory changes, changes in government monetary and fiscal policies, and inflation, all of which are beyond our control.  Beginning in 2008 and continuing through the first quarter of 2009, general worldwide economic conditions experienced a downturn due to the sequential effects of the subprime lending crisis, general credit market crisis, collateral effects on the finance and banking industries, increased energy costs, concerns about inflation, slower economic activity, decreased consumer confidence, reduced corporate profits and capital spending, adverse business conditions and liquidity concerns.  A deterioration in economic conditions, whether caused by national or local concerns, especially within our market area, could result in the following consequences, any of which could hurt business materially: lease delinquencies may increase; problem leases and defaults could increase; and demand for information technology products generally may decrease as businesses attempt to reduce expenses.

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

N/A

18
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

 
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 PRINCIPAL EXECUTIVE OFFICER
32.2 SECTION 1350 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

 
SIGNATURE

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

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


November 14, 2008May 15, 2009
By: /s/ Kimberly A. Springsteen-Abbott
DateKimberly A. Springsteen-Abbott
 Chief Executive Officer
  
May 15, 2009
By :/s/  Lynn A. Franceschina
DateLynn A. Franceschina
 Executive Vice President, Chief Operating Officer