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

FOR THE QUARTERLY PERIOD ENDED ~~JUNE 30, 2020~~MARCH 31, 2021 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)

Pennsylvania	65-1189593
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

4532 US Highway 19 North

Suite 200

New Port Richey, FL 34652

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

(877) 654-1500

(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 ☒ 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 ☒
(Do not check if a smaller reporting company.)	Emerging growth company ☐

Indicate by check mark whether the registrant is an emerging growth company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

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

FORM 10-Q

~~JUNE 30, 2020~~March 31, 2021

TABLE OF CONTENTS

PART I
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1514
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21 20
Item 4.	Controls and Procedures	21 20
PART II
Item 1.	~~Legal Proceedings~~ Commitments and Contingencies	22
~~Item 1A.~~	~~Risk Factors~~	23 20
Item 2.	Legal Proceedings	20
Item 2A.	Risk Factors	21
Item 3.	Unregistered Sales of Equity Securities and Use of Proceeds	25 22
Item 3.4.	Defaults Upon Senior Securities	25 22
Item 4.5.	Mine Safety Disclosures	25
~~Item 5.~~	~~Other Information~~	25 22
Item 6.	Other Information	22
Item 7.	Exhibits	25 22

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

Commonwealth Income & Growth Fund V	Commonwealth Income & Growth Fund V		Commonwealth Income & Growth Fund V
Condensed Balance Sheets

	June 30,	December 31,	March 31,	December 31,
	2020	2019	2021	2020
	(unaudited)		(unaudited)	(audited)
ASSETS
Cash and cash equivalents	$34,915	$5,211	$25,245	$33,920
Lease income receivable, net of reserve of approximately $9,000 at June 30, 2020 and $76,000 at December 31, 2019	41,562	160,346
Accounts receivable, Commonwealth Capital Corp, net of accounts payable of approximately $198,880 at June 30, 2020	38,721	19,053
Lease income receivable, net of reserve of approximately $10,000 at both March 31, 2021 and December 31, 2020			15,514	21,710
Other receivables	1,054		333
Prepaid expenses	2,009	1,323	1,825	3,247
	118,261	186,987	42,917	59,210

Net investment in finance leases	4,681	8,262

Equipment, at cost	3,877,890	4,480,679	3,694,288	3,871,354
Accumulated depreciation	(3,724,766)	(4,214,492)	(3,547,388)	(3,683,178)
	153,124	266,187	146,900	188,176
Total Assets	$276,066	$461,436	$189,817	$247,386

LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES AND PARTNERS' DEFICIT

LIABILITIES
Accounts payable	$130,621	$134,153	$129,786	$131,056
Accounts payable, CIGF, Inc.	95,209	57,925	96,172	84,411
Accounts payable, Commonwealth Capital Corp, net	-	115,504
Other accrued expenses	7,233	2,977
Accounts payable, Commonwealth Capital Corp, net of accounts receivable of approximately $57,000 and $46,000 at March 31, 2021 and December 31, 2020, respectively			93,368	98,872
Unearned lease income	2,283	19,730	217	1,499
Notes payable	31,697	87,215	18,141	26,522
Total Liabilities	267,043	417,504	337,684	342,360

COMMITMENTS AND CONTINGENCIES
PARTNERS' CAPITAL
PARTNERS' DEFICIT
General Partner	1,000		1,000
Limited Partners	8,023	42,932	(148,867)	(95,974)
Total Partners' Capital	9,023	43,932
Total Liabilities and Partners' Capital	$276,066	$461,436
Total Partners' Deficit			(147,867)	(94,974)
Total Liabilities and Partners' Deficit			$189,817	$247,386

see accompanying notes to condensed financial statements

Commonwealth Income & Growth Fund V							Condensed Statements of Operations	(unaudited)

	Three Months Ended June 30,		Six Months Ended June 30,		Three Months Ended March 31,
	2020	2019	2020	2019	2021	2020
Revenue
Lease	$81,462	$127,057	$169,644	$254,883	$60,841	$88,182
Interest and other	5,096	232	5,251	564	34	155
Sales and property taxes	3,584	7,905	19,314	14,869	2,662	15,730
Gain on sale of equipment	5,400	-	17,788	375	-	12,388
Total revenue and gain on sale of equipment	95,542	135,194	211,997	270,691	63,537	116,455

Expenses
Operating, excluding depreciation and amortization	83,272	22,281	169,363	64,916	74,578	86,091
Interest	638	3,059	1,712	6,858	313	1,074
Depreciation	41,400	74,736	90,345	154,755	33,797	48,945
Sales and property taxes	3,584	7,905	19,314	14,869	2,662	15,730
Bad debt expense (recovery)	6	-	(33,828)	-
Bad debt recovery					-	(33,834)
Loss on sale of equipment					5,080	-
Total expenses	128,900	107,981	246,906	241,398	116,430	118,006


Net (loss) Income	$(33,358)	$27,213	$(34,909)	$29,293
Net Loss					$(52,893)	$(1,551)

Net (loss) Income allocated to Limited Partners	$(33,358)	$27,213	$(34,909)	$29,293
Net Loss allocated to Limited Partners					$(52,893)	$(1,551)

Net Income per equivalent Limited Partnership unit	$(0.03)	$0.02	$(0.03)	$0.02
Net Loss per equivalent Limited Partnership unit					$(0.04)	$(0.00)
Weighted average number of equivalent limited
partnership units outstanding during the year	1,235,581	1,236,148	1,235,852	1,236,148
partnership units outstanding during the period					1,235,066	1,236,123

see accompanying notes to condensed financial statements

Commonwealth Income & Growth Fund V
Condensed Statement of Partners' Capital
For the three months ended March 31, 2021 and 2020
(unaudited)


	General	Limited
	Partner	Partner	General	Limited
	Units	Units	Partner	Partners	Total
Balance, January 1, 2021 (audited)	50	1,235,581	$1,000	$(95,974)	$(94,974)
Net loss	-	-	-	(52,893)	(52,893)
Redemptions	-	(833)	-	-	-
Balance March 31, 2021	50	1,234,748	$1,000	$(148,867)	$(147,867)

Commonwealth Income & Growth Fund V
Condensed Statement of Partners' Capital
For the three and six months ended June 30, 2020 and 2019
(unaudited)

General

Limited

Partner

Partner

General

Limited

Units

Units

Partner

Partners

Total

Balance, January 1, 2020
  50
  1,236,148
$1,000
$42,932
$43,932
Net loss
  -
  -
  -
  (1,551)
  (1,551)
Redemptions
  -
  (567)
  -
  -
  -
Balance March 31, 2020
  50
  1,235,581
$1,000
$41,381
$42,381
Net loss
  -
  -
  -
  (33,358)
  (33,358)
Balance June 30, 2020
  50
  1,235,581
$1,000
$8,023
$9,023

General

Limited

Partner

Partner

General

Limited

Units

Units

Partner

Partners

Total

Balance, January 1, 2019
  50
  1,236,148
$1,000
$(14,179)
$(13,179)
Net income
  -
  -
$-
$2,080
$2,080
Balance March 31, 2019
  50
  1,236,148
$1,000
$(12,099)
$(11,099)
Net income
  -
  -
$-
$27,213
$27,213
Balance June 30, 2019
  50
  1,236,148
$1,000
$15,114
$16,114

	General	Limited
	Partner	Partner	General	Limited
	Units	Units	Partner	Partners	Total
Balance, January 1, 2020 (audited)	50	1,236,148	$1,000	$47,964	$48,964
Net loss	-	-	-	(1,551)	(1,551)
Redemptions	-	(567)	-	-	-
Balance March 31, 2020	50	1,235,581	$1,000	$46,413	$47,413

see accompanying notes to condensed financial statements

Commonwealth Income & Growth Fund V
Condensed Statements of Cash Flow
(unaudited)

Six months ended June 30,

2020

2019

Net cash used in operating activities
$(10,802)
$(21,670)



Investing activities:


Capital expenditures
  (19,590)
  -
Net proceeds from the sale of equipment
  60,096
  7,516
Net cash provided by investing activities
  40,506
  7,516



Net increase (decrease) in cash and cash equivalents
  29,704
  (14,154)



Cash and cash equivalents at beginning of period
  5,211
  19,695



Cash and cash equivalents at end of period
$34,915
$5,541



see accompanying notes to condensed financial statements

Commonwealth Income & Growth Fund V
Condensed Statements of Cash Flow
(unaudited)


	Three months ended March 31,
	2021	2020

Net cash used in operating activities	$(11,075)	$(47,895)

Investing activities:
Net proceeds from the sale of equipment	2,400	54,696
Net cash provided by investing activities	2,400	54,696

Net (decrease) increase in cash and cash equivalents	(8,675)	6,801

Cash and cash equivalents at beginning of period	33,920	5,211

Cash and cash equivalents at end of period	$25,245	$12,012

see accompanying notes to condensed financial statements

NOTES TO CONDENSED FINANCIAL STATEMENTS ~~(UNAUDITED)~~

1. Business

Commonwealth Income & Growth Fund V (the “Partnership”) is a limited partnership organized in the Commonwealth of Pennsylvania in May 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, medical technology, telecommunications technology, inventory management 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 equipment subject to associated debt obligations and lease agreements and allocates a participation in the cost, debt and lease revenue to the various partnerships that it manages based on certain risk factors.

The Partnership’s investment objective is to acquire primarily high technology equipment. Information technology has developed rapidly in recent years and is expected to continue to do so. Technological advances have permitted reductions in the cost of information technology processing capacity, speed, and utility. In the future, the rate and nature of equipment development may cause equipment to become obsolete more rapidly. The Partnership also acquires high technology medical, telecommunications and inventory management equipment. The Partnership’s general partner will seek to maintain an appropriate balance and diversity in the types of equipment acquired. The market for high technology medical equipment is growing each year. Generally, this type of equipment will have a longer useful life than other types of technology equipment. This allows for increased re-marketability, if it is returned before its economic or announcement cycle is depleted.

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. Approximately ten years after the commencement of operations (the “operational phase”), the Partnership intended to sell or otherwise dispose of all of its equipment; make final distributions to partners, and to dissolve. The Partnership was originally scheduled to end its operational phase on February 4, 2017. During the year ended December 31, 2015, the operational phase was officially extended to December 31, 2020 through an investor proxy vote. The Partnership is expected to terminate on December 31, 2022.

Liquidity and Going Concern

~~The~~For the three months ended March 31, 2021, the Partnership incurred positive cash flow. However, historically the Partnership has ~~incurred~~reported recurring negative cash flows. At ~~June 30, 2020,~~March 31, 2021, the Partnership has a working capital deficit of approximately ~~$149,000.~~$295,000. Such factors raise substantial doubt about the Partnership’s ability to continue as a going concern.The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The General Partner agreed to forgo distributions and allocations of net income owed to it, and suspended limited partner distributions. The General Partner will continue to waive certain fees and may defer certain related party payables owed to the Partnership in an effort to further increase the Partnership’s cash flow. Additionally, the Partnership will seek to enhance portfolio returns and maximize cash flow through the use of leveraged lease transactions: the acquisition of lease equipment through financing. The Partnership may also attempt to obtain additional funds by disposing of or refinancing equipment, or by borrowing within its permissible limits. However, at this time, it is uncertain as to whether the General Partner’s plans will be successful.

2. Summary of Significant Accounting Policies

Basis of Presentation

The financial information presented as of any date other than December 31, ~~2019~~2020 has been prepared from the books and records without audit. The following unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Financial information as of December 31, ~~2019~~2020 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. Operating results for the ~~six~~three months ended ~~June~~March 30, ~~2020~~2021 are not necessarily indicative of financial results that may be expected for the full year ended December 31, ~~2020.~~

~~Adjustment to Prior Financial Statements~~

The Partnership has determined that there had been an immaterial error in its accounting for Other LP expenses in its financial statements of the Commonwealth Income & Growth Fund V for the year ended December 31, 2019 and the quarter ended March 31, 2020. The Partnership determined that Other LP expenses should have been presented in the Statement of Operations as an increase of expense under Operating expenses, excluding depreciation and amortization. An adjustment was made to correct the error in the prior period ending December 31, 2019 by reporting as an increase of expense of approximately $5,000and an increase in Accounts Payable, CIGF, Inc. by the same amount. An adjustment was also made to correct the error in the prior period ending March 31, 2020 by reporting an increase in Accounts Payable, CIGF, Inc. of approximately $5,000~~and the cumulative decreasing effect on the Partners’ Capital by the same amount.~~

2021.

Disclosure of Fair Value of Financial Instruments

Estimated fair value was determined by management using available market information and appropriate valuation methodologies. However, judgment was necessary to interpret market data and develop estimated fair value. Cash and cash equivalents, receivables, accounts payable and accrued expenses and other liabilities are carried at amounts which reasonably approximate their fair values as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 due to the short-term nature of these financial instruments.

The Partnership’s long-term debt consists of notes payable, which are secured by specific equipment and are nonrecourse liabilities of the Partnership. The estimated fair value of this debt at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 approximates the carrying value of these instruments, due to the interest rates on the debt approximating current market interest rates. The Partnership classifies the fair value of its notes payable within Level 2 of the valuation hierarchy based on the observable inputs used to estimate fair value.

Cash and cash equivalents

We consider cash equivalents to be highly liquid investments with anthe original maturity dates of 90 days or less.

At ~~June 30, 2020,~~March 31, 2021, cash and cash equivalents ~~were~~was held in one account maintained at one financial institution with an aggregate balance of approximately ~~$36,000.~~$26,000. Bank accounts are federally insured up to $250,000 by the FDIC. At ~~June 30, 2020,~~March 31, 2021, the total cash bank balance was as follows:

At ~~June 30, 2020~~March 31, 2021	Balance
Total bank balance	$~~36,000~~26,000
FDIC insured	(~~36,000~~26,000)
Uninsured amount	$-

The Partnership’s bank balances are fully insured by the FDIC. The Partnership ~~believes it mitigates the risk of holding uninsured~~ deposits ~~by only depositing~~its funds with ~~major financial institutions.~~a Moody's Aaa-Rated banking institution which is one of only three Aaa-Rated banks listed on the New York Stock Exchange. The Partnership has not experienced any losses in ~~our~~such accounts, and believes it is not exposed to any significant credit risk. The ~~amounts~~amount in such accounts will fluctuate throughout ~~2020~~2021 due to many factors, including cash receipts, equipment acquisitions and interest ~~rates and distributions to limited partners.~~rates.

Recent Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ~~guidance,~~ Accounting Standards Update ~~No.~~(“ASU”) 2016-13,Financial Instruments –- Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This standard establishes an impairment model (known as ~~clarified~~the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which is intended to result in a timelier recognition of losses. Under the CECL model, entities will estimate credit losses over the entire contractual term of the instrument (considering estimated prepayments, but not expected extensions or modifications) from the date of initial recognition of the financial instrument. Measurement of expected credit losses are to be based on relevant forecasts that affect collectability. The scope of financial assets within the CECL methodology is broad and ~~amended by~~includes trade receivables from certain revenue transactions and certain off-balance sheet credit exposures. Different components of the guidance require modified retrospective or prospective adoption.

In November 2018, the FASB issued ASU No. 2018-19,Codification Improvements to Topic 326, Financial ~~Instruments – Credit~~Instruments-Credit Losses. ASU 2018-19 clarifies that receivables arising from operating leases are not within the scope of the credit losses standard. Instead, entities would need to apply other U.S. GAAP, namely Topic 842 (Leases), to account for changes in the collectability assessment for operating leases. Other than operating lease receivables, Partnership trade receivables include receivables from finance leases and equipment sales. Under Topic 606 (Revenue from Contracts with Customers), revenue is recognized when, among other criteria, it is probable that the entity will collect the consideration to which it is entitled for goods or services transferred to a customer. At the point that finance lease receivables are recorded, they become subject to the CECL model and estimates of expected credit losses over their contractual life will be required to be recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. Trade receivables derived from equipment sales are of short duration and there is not a material difference between incurred losses and expected losses.

In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and~~ASU 2019-05,~~ Hedging, and Topic 825, Financial Instruments, ~~– Credit~~which amends and clarifies several provisions of Topic 326. In May 2019, the FASB issued ASU 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief,~~Accounting Standards Update No. 2020-02,Financial Instruments – Credit Losses (Topic 326)~~.~~The guidance is effective~~ which amends Topic 326 to allow the fair value option to be elected for fiscal years, within those fiscal years, beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021. The guidance requires an allowance for credit losses based on the expectation of lifetime credit losses on financial receivables carried at amortized cost, including, but not limited to, mortgage loans, premium receivables, reinsurance receivables and certain leases. The current expected credit loss (“CECL”) impairment model for financial assets reported at amortized cost will be applicable to receivables associated with sales-type and direct financing leases but not to operating lease receivables.

The FASB developed the guidance in response to concerns that credit losses were identified and recorded “too little, too late” in the period leading up to the global financial crisis of 2008. More recently, the impact of the COVID -19 pandemic may bring new challenges to identifying credit losses. While the new standard is expected to have a significant effect on entities in the financial services industry, particularly banks and others with lending operations, the guidance affects all entities in all industries and applies to a wide variety of financial instruments ~~including trade receivables.~~

~~On November 15, 2019, the FASB delayed~~upon adoption. ASU 2019-10 extended the effective date of ~~FASB ASC Topic 326~~ASU 2016-13 for ~~certain small public companies and other private companies. As amended,~~ the ~~effective date of ASC Topic 326 was delayed~~Partnership until ~~fiscal years beginning after~~ December 15, ~~2022 for SEC filers that are eligible to be smaller reporting companies under the SEC’s definition, as well as private companies and not-for-profit entities. The Partnership continues~~2022. While we continue to evaluate the ~~impact of the~~ new guidance, including the subsequent updates to Topic 326, we do not anticipate that adoption will have a material impact on ~~its condensed~~the Partnership financial ~~statements.~~statements and related disclosures. For both the quarters ended March 31, 2021 and 2020, Partnership finance lease revenue subject to CECL represented less than 1% of total lease revenue.

3. Information Technology, Medical Technology, Telecommunications Technology, Inventory Management Equipment and ~~Other~~other Business-Essential Capital Equipment (“Equipment”)

The Partnership is the lessor of equipment under operating leases with periods that generally will range from 12 to 48 months. In general, associated costs such as repairs and maintenance, insurance and property taxes are paid by the lessee.

Gains orand losses from the sale of equipment are recognized when the lease is modified and terminated concurrently. Gain from the sale of equipment included in lease revenue for the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, was approximately ~~$18,000.~~$0.

CCC, on behalf of the Partnership and on behalf of other affiliated companies and partnerships (“partnerships”), acquires equipment subject to associated debt obligations and lease agreements and allocates a participation in the cost, debt and lease revenue to the various companies based on certain risk factors.

The Partnership’s share of the cost of the equipment in which it participates with other partnerships at ~~June 30, 2020~~March 31, 2021 was approximately ~~$2,053,000~~$1,924,000 and is included in the Partnership’s equipment on its balance sheet. The total cost of the equipment shared by the Partnership with other partnerships at ~~June 30, 2020~~March 31, 2021 was approximately ~~$8,554,000.~~$8,295,000. The Partnership’s share of the outstanding debt associated with this equipment at ~~June 30, 2020~~March 31, 2021 was approximately ~~$13,000~~$0 and is included in the Partnership’s notes payable on its balance sheet. The total outstanding debt related to the equipment shared by the Partnership at ~~June 30, 2020~~March 31, 2021 was approximately ~~$450,000.~~$0.

The Partnership’s share of the cost of the equipment in which it participates with other partnerships at December 31, ~~2019~~2020 was approximately ~~$2,213,000~~$2,069,000 and is included in the Partnership’s equipment on its balance sheet. The total cost of the equipment shared by the Partnership with other partnerships at December 31, ~~2019~~2020 was approximately ~~$8,873,000.~~$8,586,000. The Partnership’s share of the outstanding debt associated with this equipment at December 31, ~~2019~~2020 was approximately ~~$51,000~~$5,000 and is included in the Partnership’s notes payable on its balance sheet. The total outstanding debt related to the equipment shared by the Partnership at December 31, ~~2019~~2020 was approximately ~~$798,000.~~$152,000.

As the Partnership and the other programs managed by the General Partner continue to acquire new equipment for the portfolio, opportunities for shared participation are expected to continue. Sharing in the acquisition of a lease portfolio gives the fund an opportunity to acquire additional assets and revenue streams, while allowing the fund to remain diversified and reducing its overall risk with respect to one portfolio.

The following is a schedule of approximate future minimum rentals on ~~non-cancellable~~ operating leases at ~~June 30, 2020:~~March 31, 2021:

For the period ended December	Amount
~~Six~~Nine months ended ~~December 31, 2020~~	$~~97,000~~
~~Year Ended~~ December 31, 2021	~~20,000~~$78,500
Year Ended December 31, 2022	~~2,000~~25,000
Year Ended December 31, 2023	23,500
Year Ended December 31, 2024	21,000
Year Ended December 31, 2025	9,000
	$~~119,000~~157,000

~~Finance Leases:~~

~~The following lists the approximate components of the net investment in finance leases:~~

June 30, 2020

December 31, 2019

Carrying value of lease receivable
$3,000
$6,000
Estimated residual value of leased equipment (unguaranteed)
  2,000
  2,000
Initial direct costs finance leases
  -
  -
Net investment in finance leases
$5,000
$8,000

We assess credit risk for all of our customers, including those that lease under finance leases. This credit risk is assessed using an internally developed model which incorporates credit scores from third party providers and our own customer risk ratings and is periodically reviewed. Our internal ratings are weighted based on the industry that the customer operates in. Factors taken into consideration when assessing risk include both general and industry specific qualitative and quantitative metrics. We separately take into consideration payment history, open lawsuits, liens and judgments. Typically, we will not extend credit to a company that has been in business for less than 5 years or that has filed for bankruptcy within the same period. Our internally based model may classify a company as high risk based on our analysis of their audited financial statements. Additional considerations of high risk may include history of late payments, open lawsuits and liens or judgments. In an effort to mitigate risk, we typically require deposits from those in this category.

A reserve for credit losses is deemed necessary when payment has not been received for one or more months of receivables due on the equipment held under finance leases. At the end of each period, management evaluates the open receivables due on this equipment and determines the need for a reserve based on payment history and any current factors that would have an impact on payments.

~~The following table presents the credit risk profile, by creditworthiness category, of our finance lease receivables at June 30, 2020:~~

~~Risk Level~~	~~Percent of Total~~
~~Low~~	-%
~~Moderate-Low~~	-%
~~Moderate~~	-%
~~Moderate-High~~	~~100%~~
~~High~~	-%
~~Net finance lease receivable~~	~~100%~~

As of June 30, 2020, and December 31, 2019, we determined that we did not have a need for an allowance for uncollectible accounts associated with any of our finance leases, as the customer payment histories with us, associated with these leases, has been positive, with no late payments.

~~The following is a schedule of approximate future minimum rentals on non-cancellable finance leases at June 30, 2020:~~

	~~Amount~~
~~Six months ended December 31, 2020~~	$~~2,000~~
~~Total~~	$~~2,000~~

4. Related Party Transactions

Receivables/Payables

As of ~~June 30, 2020,~~March 31, 2021, and December 31, ~~2019,~~2020, the Company’s related party receivables and payables are short term, unsecured and non-interest bearing.

Six months ended June 30,
2020 2019

Reimbursable Expenses

The General Partner and its affiliates are entitled to reimbursement by the Partnership for the cost of goods, supplies or 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 of certain expenses incurred by the General Partner and its affiliates in connection with the administration and operation of the Partnership. For the six months ended June 30, 2020 and 2019, the General Partner waived certain reimbursable expenses due to it by the Partnership. For the six months ended both June 30, 2020 and 2019, the Partnership was charged approximately $67,000 and $0 in Other LP expense, respectively.
$155,000
$49,000



Equipment Acquisition Fee


The General Partner earned 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, 2020 and 2019, approximately $800 and $0 of acquisition fees were waived by the General Partner, respectively.
$-
$-



Equipment Management Fee


The General Partner is entitled to be paid for managing the equipment portfolio 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 leases. In an effort to increase future cash flow for the fund our General Partner has elected to waive equipment management fees. For the six months ended June 30, 2020 and 2019, equipment management fees of approximately $8,000 and $6,000 were earned but waived by the General Partner, respectively.
$-
$-



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. During the six months ended June 30, 2020 and 2019, the General Partner waived approximately $5,000 and $200 of equipment liquidation fees, respectively.
$-
$-

Three months ended March 31,	2021	2020
Reimbursable Expenses
The General Partner and its affiliates are entitled to reimbursement by the Partnership for the cost of goods, supplies or 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 of certain expenses incurred by the General Partner and its affiliates in connection with the administration and operation of the Partnership. For the three months ended March 31, 2021 and 2020, the General Partner waived certain reimbursable expenses due to it by the Partnership. For the three months ended March 31, 2021 and 2020, the Partnership was charged approximately $21,000 and $27,000 in Other LP expense, respectively.	$68,000	$73,000

Equipment Acquisition Fee
The General Partner earned 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 three months ended March 31, 2021 and 2020, approximately $0 and $0 of acquisition fees were waived by the General Partner, respectively.	$-	$-

Equipment Management Fee
The General Partner is entitled to be paid for managing the equipment portfolio 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 leases. In an effort to increase future cash flow for the fund our General Partner has elected to waive equipment management fees. For the three months ended March 31, 2021 and 2020, equipment management fees of approximately $3,000 and $4,000 were earned but waived by the General Partner, respectively.	$-	$-

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. During the three months ended March 31, 2021 and 2020, the General Partner waived approximately $39 and $5,000 of equipment liquidation fees, respectively.	$-	$-

5. Notes Payable

Notes payable consisted of the following approximate amounts:

June 30,

December 31,

2020

2019

Installment note payable to bank; interest at 4.87% due in quarterly installments of $11,897, including interest, with final payment in January 2020
  -
  12,000
Installment note payable to bank; interest at 5.56% due in monthly installments of $2,925, including interest, with final payment in June 2020
  -
  17,000
Installment note payable to bank; interest at 4.87% due in monthly installments of $1,902, including interest, with final payment in July 2020
  2,000
  6,000
Installment note payable to bank; interest at 6.28% due in quarterly installments of $722, including interest, with final payment in September 2020
  1,500
  3,000
Installment note payable to bank; interest at 5.75% due in monthly installments of $857, including interest, with final payment in November 2020
  4,000
  9,000
Installment note payable to bank; interest at 5.31% due in quarterly installments of $4,618, including interest, with final payment in January 2021
  13,500
  22,000
Installment note payable to bank; interest at 4.70% due in monthly installments of $1,360, including interest, with final payment in February 2021
  11,000
  18,000

$32,000
$87,000

	March 31,	December 31,
	2021	2020
Installment note payable to bank; interest at 5.31% due in quarterly installments of $4,618, including interest, with final payment in January 2021	-	5,000
Installment note payable to bank; interest at 4.70% due in monthly installments of $1,360, including interest, with final payment in February 2021	-	3,000
Installment note payable to bank; interest at 5.00% due in monthly installments of $452, including interest, with final payment in November 2024	18,000	19,000
	$18,000	$27,000

~~The~~These notes are secured by specific equipment with a carrying value of approximately ~~$48,000~~$26,000 and are nonrecourse liabilities of the Partnership. As such, the notes do not contain any financial debt covenants with which we must comply on either an annual or quarterly basis. Aggregate approximate maturities of notes payable for each of the periods subsequent to ~~June 30, 2020~~March 31, 2021 are as follows:

	Amount
~~Six~~Nine months ended December 31, ~~2020~~2021	$~~25,000~~3,000
Year ended December 31, ~~2021~~2022	~~7,000~~5,000
Year ended December 31, 2023	5,000
Year ended December 31, 2024	5,000
	$~~32,000~~18,000

6. Supplemental Cash Flow Information

No interest or principal on notes payable was paid by the Partnership during ~~2020~~2021 and ~~2019~~2020 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.

Other noncash activities included in the determination of net ~~loss~~income (loss) are as follows:

Six months ended June 30,

2020

2019

Lease revenue net of interest expense on notes payable realized as a result of direct payment of principal by lessee to bank
$56,000
$110,000

Three months ended March 31,	2021	2020
Lease revenue net of interest expense on notes payable realized as a result of direct payment of principal by lessee to bank	$8,000	$33,000

7. Commitments and Contingencies

COVID-19 Pandemic

The amount of revenue recognized and the pattern of revenue recognition may be impacted by COVID-19. Some of the business sectors that we service such as education centers, medical facilities, payroll administrators, manufacturing and transportation, we may need to account for returns and refund liabilities. The pattern of revenue recognition may change for delays in rendering services.

In periods ended subsequent to the outbreak of COVID-19, the impact on expected credit losses and future cash flow projections used in impairment testing will need to be considered.

The Company continues to evaluate whether adjustments to the financial statements are required or whether additional disclosures are necessary. In our leasing business, the Company is always subject to credit losses as it relates to a customer’s ability to make timely rental payments. The impact of COVID-19 may contribute to risk of non-performance, where a customer may experience financial difficulty and may delay in making timely payments.

The Company recognizes impairment of receivables and loans when losses are incurred, which is when it is probable that an entity will be unable to collect all amounts due according to the contractual terms of the arrangement. Impairment is measured based on the present value of expected future cash flows discounted at the receivable’s or loans effective interest rate, except that, as a practical expedient, impairment can be measured based on a receivable’s or loans’ observable market price or the fair value of the underlying collateral.

The Company believes its estimate of expected losses have been recognized based on historical experience, current conditions, and reasonable forecasts. The impacts of COVID-19 may necessitate additional adjustments in future forecasts of expected losses.

~~The Company has not yet adopted ASC Topic 326,Credit Losses~~but is subject to ASC 310 (see Note 2, Recent Accounting Pronouncements Not Yet Adopted). ASC 310-10 provides general guidance for receivables and notes that receivables arise from credit sales, loans, or other transactions.

Although the Partnership cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time, if the pandemic continues, it may have a material adverse effect on the Partnership results of future operations, financial position, and liquidity in fiscal year ~~2020~~2021 and beyond.

FINRA

On May 3, 2013, the FINRA Department of Enforcement filed a complaint naming Commonwealth Capital Securities Corp. (“CCSC”) and the owner of the firm, Kimberly Springsteen-Abbott, as respondents; however, on October 22, 2013, FINRA filed an amended complaint that dropped the allegations against CCSC and reduced the scope of the allegations against Ms. Springsteen-Abbott. The sole remaining charge was that Ms. Springsteen-Abbott had approved the misallocation of some expenses to certain Funds. Management believes that the expenses at issue include amounts that were proper and that were properly allocated to Funds, and also identified a smaller number of expenses that had been allocated in error, but were adjusted and repaid to the affected Funds when they were identified in 2012. During the period in question, Commonwealth Capital Corp. (“CCC”) and Ms. Springsteen-Abbott provided important financial support to the Funds, voluntarily absorbed expenses and voluntarily waived fees in amounts aggregating in excess of any questioned allocations. A Hearing Panel ruled on March 30, 2015, that Ms. Springsteen-Abbott should be barred from the securities industry because the Panel concluded that she allegedly misallocated approximately $208,000 of expenses involving certain Funds over the course of three years. As such, management had already at that time reallocated back approximately $151,225 of the $208,000 (in allegedly misallocated expenses) to the affected funds, which was fully documented, as good faith payments for the benefit of those Income Funds.

The decision of the Hearing Panel was stayed when it was appealed to FINRA's National Adjudicatory Council (the “NAC”) pursuant to FINRA Rule 9311. The NAC issued a decision that upheld the lower panel’s ruling and the bar took effect on August 23, 2016. Ms. Springsteen-Abbott appealed the NAC’s decision to the U.S. Securities and Exchange Commission (the “SEC”). On March 31, 2017, the SEC criticized that decision as so flawed that the SEC could not even review it, and remanded the matter back to FINRA for further consideration consistent with the SEC’s remand, but did not suggest any view as to a particular outcome.

On July 21, 2017, FINRA reduced the list of 1,840 items totaling $208,000 to a remaining list of 87 items totaling $36,226 (which includes approximately $30,000 of continuing education expenses for personnel providing services to the Funds), and reduced the proposed fine from $100,000 to $50,000, but reaffirmed its position on the bar from the securities industry. Respondents promptly appealed FINRA’s revised ruling to the SEC. All the requested or allowed briefs have been filed with the SEC. ~~The~~Despite offering no additional evidence or legal reasoning from when SEC originally remanded this matter (for FINRA’s opinion being an unreviewably flawed opinion), the SEC upheld FINRA’s new order on February 7, 2020 to bar, but eliminated FINRA’s proposed fine. Ms. Springsteen-Abbott has filed a Petition for Review in the United States Court of Appeals for the District of Columbia Circuit to review a final order entered against her by the U.S. Securities and Exchange Commission. AsOn February 26, 2021, the United States Court of Appeals for the District of Columbia Circuit, made their ruling. They dismissed in part and denied in part Ms. Springsteen-Abbott’s petition. This was regardless of CCC’s good faith reimbursements made many years ago of the questioned expense items of $208,000 (due to improper documentation), initially claimed misallocations by FINRA, even prior to FINRA’s reducing its final claim to $36,226.

Prior to the original appeal to the SEC, ~~eliminated~~Ms. Springsteen-Abbott discovered CCC’s required documentation of these items for FINRA review, which FINRA refused to consider, despite such efforts the District Court upheld the bar, despite admittingly not addressing her “due process” rights, for legal administrative procedural reasons. However, given the SEC’s prior removal of FINRA’s fine ~~completely, Management is even more confident~~and the District Court upholding that ~~regardless of final resolution, it~~removal, the General Partner anticipates that this ruling will not result in any material ~~adverse~~ financial impact to the ~~Funds, although a final assurance cannot be provided until the legal matter is resolved. That appeal is pending as of August 14, 2020.~~Funds.

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

FORWARD LOOKING STATEMENTS

This section, as well as other portions of this document, includes certain forward-looking statements about our business and our prospects, tax treatment of certain transactions and accounting matters, sales of securities, expenses, cash flows, distributions, investments and operating and capital requirements. Such forward-looking statements include, but are not limited to: acquisition policies of our general partner; the nature of present and future leases; provisions for uncollectible accounts; the strength and sustainability of the U.S. economy; the continued difficulties in the credit markets and their impact on the economy in general; and the level of future cash flow, debt levels, revenues, operating expenses, amortization and depreciation expenses. You can identify those statements by the use of words such as “could,” “should,” “would,” “may,” “will,” “project,” “believe,” “anticipate,” “expect,” “plan,” “estimate,” “forecast,” “potential,” “intend,” “continue” and “contemplate,” as well as similar words and expressions.

Actual results may differ materially from those in any forward-looking statements because any such statements involve risks and uncertainties and are subject to change based upon various important factors, including, but not limited to, nationwide economic, financial, political and regulatory conditions; the health of debt and equity markets, including interest rates and credit quality; the level and nature of spending in the information, medical and telecommunications technologies markets; and the effect of competitive financing alternatives and lease pricing.

Readers are also directed to other risks and uncertainties discussed in other documents we file with the SEC, including, without limitation, those discussed in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019~~2020 filed with the SEC. We undertake no obligation to update or revise any forward-looking information, whether as a result of new information, future developments or otherwise.

INDUSTRY OVERVIEW

We invest in various types of domestic information technology equipment leases located solely within the United States. Our investment objective is to acquire primarily high technology equipment. We believe that dealing in high

technology equipment is particularly advantageous due to a robust aftermarket. Information technology has developed rapidly in recent years and is expected to continue to do so. Technological advances have permitted reductions in the cost of computer processing capacity, speed, and utility. In the future, the rate and nature of equipment development may cause equipment to become obsolete more rapidly. In an effort to mitigate this risk our portfolio manager attempts to diversify our fund through the acquisition of different types of equipment, staggered lease maturities, various lessees, and businesses located throughout the U.S., and industries served.

We also acquire high technology medical, telecommunications and inventory management equipment. Our General Partner seeks to maintain an appropriate balance and diversity in the types of equipment acquired. The market for high technology medical equipment is growing each year. Generally, this type of equipment has a longer useful life. This allows for increased re-marketability, if it is returned before its economic or announcement cycle is depleted.

The Equipment Leasing and Finance Association’s (ELFA) Monthly Leasing and Finance Index (MLFI-25), which reports economic activity from 25 companies representing a cross section of the $900 billion equipment finance sector, showed their overall new business volume for ~~June~~March was ~~$8.9~~$9.3 billion, ~~down 10 %~~up 4% year-over-year from new business volume in ~~June 2019.~~March 2020. Volume was up ~~33 %~~26% month-to-month from ~~$6.7~~$7.4 billion in ~~May.~~February. Year-to-date, cumulative new business volume was down ~~0.5 %~~1% compared to ~~2019.~~2020.

Receivables over 30 days were ~~2.60 %,~~1.9%, down from ~~4.30 %~~2.1% the previous month and updown from ~~1.70 %~~2.6% in the same period in ~~2019.~~2020. Charge-offs were ~~0.71 %, up~~0.43%, down from ~~0.61 %~~0.55% the previous month and updown from ~~0.33 %~~0.55% in the year-earlier period.

Credit approvals totaled ~~71.5 %,~~77%, up from ~~71.0 %~~75.8% in ~~May.~~February. Total headcount for equipment finance companies was down ~~1.9 % year-over-year.~~15.2% year-over-year, a decrease due to significant downsizing at an MLFI reporting company.

Separately, the Equipment Leasing & Finance Foundation’s Monthly Confidence Index (MCI-EFI) in ~~July~~April is ~~45.3, steady with~~an all-time high of 76.1, and an increase from the ~~May~~March index of ~~45.8.~~67.7.

ELFA President and CEO Ralph Petta said, “The ~~month~~equipment finance industry appears poised to take advantage of ~~June’s pickup~~an economic tailwind that is manifesting itself in ~~new~~an improving labor market, a continued low interest-rate environment, a strong corporate earnings season, and high business ~~volume~~confidence that is ~~welcome news, but it remains~~creating demand for investment in commercial equipment. ELFA member organizations also report improving portfolio quality, which is reflective of their customers’ ability to meet their payment obligations as the pandemic’s grip on many businesses loosens.”

Marci Slagle, President, BankFinancial Equipment Finance, said, “Thus far in 2021, as we continue to work our way through the pandemic, market demand has remained high, both on applications and credit approvals. Our existing portfolios continue to remain stable, with few leases stretching payables along while the underlying financials remain strong. Approval to funding continues to lag a bit as the supply chain stretches, especially when there are multiple and/or foreign vendors involved. Overall, continuing into second quarter, there seems to be ~~seen whether this trend continues~~continued growth and strength across all of our markets, which encompass small, middle, corporate and governmental.”

Our business is directly impacted by factors such as ~~the summer progresses. The economy is soft, too many employees~~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 ~~out of work~~beyond our control. Given these circumstances, we believe companies overall, will continue to increasingly turn to leasing, as a ~~result,~~financing solution. It is our belief that companies lease business-essential equipment because leasing can provide many benefits to a company. The number one benefit of leasing that we see is that there is no large outlay of cash required. Therefore, companies can preserve their working capital, lease equipment, which is an expense item, have the flexibility to upgrade the equipment when needed, and ~~many states~~have no risk of obsolescence. Because we expect leasing to remain an attractive financing solution for American businesses during the next 12 months, we feel that our ability to increase our portfolio size and leasing revenues during that period will remain strong.

We, at Commonwealth, are ~~struggling with~~currently operating business as usual (with our employees working remotely). We may see a slowdown on new equipment acquisition decisions from Corporate Lessees until the ~~decision~~crisis is resolved and businesses can resume their normal operation. We have no way of knowing what this period of time will be. We will keep our investors informed of subsequent events. For information relating to ~~re-open their economies. Depending on~~COVID-19 and the ~~specific sectors they support, some~~overall effects, as expressed by Ralph Petta, President of ELFA ~~member companies report robust originations, while others are challenged putting new deals on their books.”~~(The Equipment Leasing & Finance Association), please refer to elfaonline.org.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We base these 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.

We believe that our critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements.

See Note 2 to our condensed financial statements included herein for a discussion related to recent accounting pronouncements.

LEASE INCOME RECEIVABLE

Lease income receivable includes current lease income receivable net of allowances for uncollectible ~~amounts,~~accounts, if any. The Partnership monitors lease income receivable to ensure timely and accurate payment by lessees. ~~The Partnership’s~~Its Lease Relations department is responsible for monitoring lease income receivable and, as necessary, resolving outstanding invoices. Lease revenue is recognized on a monthly straight-line basis which is in accordance with the terms of the lease agreement.

The Partnership reviews a customer’s credit history before extending credit. When the analysis indicates that the probability of full collection is unlikely, the Partnership may establish an allowance for uncollectible lease income receivable based upon the credit risk of specific customers, historical trends and other information. The Partnership writes off its lease income receivable when it determines that it is uncollectible and all economically sensible means of recovery have been exhausted.

REVENUE RECOGNITION

The Partnership is principally engaged in business of leasing equipment. Ancillary to the Partnership’s principal equipment leasing business, the Partnership also sells certain equipment and may offer certain services to support its customers.

The Partnership’s lease transactions are principally accounted for under Topic 842 on January 1, 2019. Prior to Topic 842, the Partnership accounted for these transactions under Topic 840, Leases (“Topic 840”). Lease revenue includes revenue generated from leasing equipment to customers, including re-rent revenue, and is recognized as either on a straight line basis or using the effective interest method over the length of the lease contract, if such lease is either an operating lease or finance lease, respectively.

The Partnership’s sale of equipment along with certain services provided to customers is recognized under ASC Topic 606, Revenue from Contracts with Customers, (“Topic 606”), which was adopted on January 1, 2018. Prior to adoption of Topic 606, the Partnership recognized these transactions under ASC Topic 605, Revenue Recognized, and (“Topic 605”). The Partnership recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. The amount of revenue recognized reflects the consideration the Partnership expects to be entitled to in exchange for such products or services.

Through ~~June 30, 2020,~~March 31, 2021, the Partnership’s lease portfolio consisted of operating ~~leases and finance~~ leases. For operating leases, lease revenue is recognized on a straight-line basis in accordance with the terms of the lease agreement. Finance lease interest income is recorded over the term of the lease using the effective interest method.

Upon the end of the lease term, if the lessee has not met the return conditions as set out in the lease, the Partnership is entitled in certain cases to additional compensation from the lessee. The Partnership’s accounting policy for recording such payments is to treat them as revenue.

Gains or losses from sales of leased and off-lease equipment are recorded on a net basis in the Partnership’s Statement of Operations. Gains from the termination of leases are recognized when the lease is modified and terminated concurrently. Our leases do not contain any step-rent provisions or escalation clauses nor are lease revenues adjusted based on any index.

Partnership’s accounting policy for sales and property taxes collected from the lessees are recorded in the current period as gross revenues and expenses.

LONG-LIVED ASSETS

Depreciation on equipment for financial statement purposes is based on the straight-line method estimated generally over useful lives of two to four years. Once an asset comes off lease or is re-leased, the Partnership reassesses the useful life of an asset.

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 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 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, third party appraisals or comparable sales of similar assets, as applicable, based on asset type. Residual values are determined by management and are calculated using information from both internal and external sources, as well as other economic indicators.

LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Cash

Our primary source of cash for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 was net proceeds from the sale of equipment of approximately ~~$60,000.~~$2,000. This compares to the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, where our primary source of cash was net proceeds from the sale of equipment of approximately ~~$8,000.~~$55,000.

Our primary ~~uses~~use of cash for the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020 ~~were~~was cash used in operating activities of approximately $11,000 and ~~capital expenditures in investing activities of approximately $20,000. Our primary use of cash for~~$48,000, respectively. For the ~~six~~three months ended ~~June 30, 2019 was cash used in operating activities of approximately $22,000.~~March 31, 2021 and March 31, 2020, the Partnership had no financing activities.

Cash was used in operating activities for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 of approximately $11,000 which includes net loss of approximately ~~$35,000 and~~$53,000, depreciation ~~and amortization~~ expenses of approximately ~~$90,000.~~$34,000 and loss on sale of computer equipment of approximately $5,000. Other non-cash activities included in the determination of net loss include direct payments of lease income by lessees to banks of approximately ~~$56,000. Cash~~$8,000. For the three months ended March 31, 2020, cash was used in operating activities ~~for the six months ended June 30, 2019~~ of approximately ~~$22,000,~~$48,000 which includes net ~~income~~loss of approximately ~~$29,000 and~~$2,000, depreciation ~~and amortization~~ expenses of approximately ~~$155,000.~~$49,000, gain on sale of computer equipment of approximately $12,000, and bad debt recovery of approximately $34,000. Other non-cash activities included in the determination of net ~~loss~~income include direct payments of lease income by lessees to banks of approximately ~~$110,000.~~$33,000.

We consider cash equivalents to be highly liquid investments with the original maturity dates of 90 days or less.

At ~~June 30, 2020,~~March 31, 2021, cash and cash equivalents were held in one account maintained at one financial institution with a balance of approximately ~~$36,000.~~$26,000. Bank accounts are federally insured up to $250,000 by the FDIC. At ~~June 30, 2020,~~March 31, 2021, the total cash bank balance was as follows:

At ~~June 30, 2020~~March 31, 2021	Balance
Total bank balance	$~~36,000~~26,000
FDIC insured	(~~36,000~~26,000)
Uninsured amount	$-

The Partnership’s bank balances are fully insured by the FDIC. The Partnership deposits its funds with a Moody's Aaa-Rated banking institution which is one of only three Aaa-Rated banks listed on the New York Stock Exchange. 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 ~~2020~~2021 due to many factors, including cash receipts, equipment acquisitions, interest rates, and distributions to limited partners.

Our investment strategy of acquiring equipment and generally leasing it under triple-net leases to operators who generally meet specified financial standards minimizes our operating expenses. As of ~~June 30, 2020,~~March 31, 2021, we had future minimum rentals on ~~non-cancelable~~ operating leases of approximately ~~$97,000~~$78,500 for the balance of the year ending December 31, ~~2020~~2021 and approximately $22,000 thereafter. As of June 30, 2019, we had future minimum rentals on non-cancelable operating leases of approximately $147,000 for the balance of the year ending December 31, 2019 and approximately $109,000 thereafter.$78,500 thereafter

As of ~~June 30, 2020,~~March 31, 2021, our non-recourse debt was approximately ~~$32,000,~~$18,000, with interest rates ranging from 4.70% to ~~6.28%~~5.31%, and will be payable through ~~February 2021.~~November 2024.

The Partnership was originally scheduled to end its operational phase on February 4, 2017. During the year ended December 31, 2015, the operational phase was officially extended to December 31, 2020 through an investor proxy vote. The Partnership is expected to terminate on December 31, 2022. As such, ~~it is~~ the ~~Partnership’s intention to~~Partnership will continue to report its financial statements on a going concern basis until a formal plan of liquidation is approved by the General Partner.

As the Partnership and the other programs managed by the General Partner increase their overall portfolio size, opportunities for shared participation are expected to continue. Sharing in the acquisition of a lease portfolio gives the fund an opportunity to acquire additional assets and revenue streams, while allowing the fund to remain diversified and reducing its overall risk with respect to one portfolio.

The General Partner elected to forgo distributions and allocations of net income owed to it, and suspended limited partner ~~distributions.~~distributions for the three months ended March 31, 2021. The General Partner will continue to reassess the funding of limited partner distributions throughout 2021 and will continue to waive certain fees ~~and may defer certain related party payables owed to~~if the General Partner determines it is in the best interest of the Partnership ~~in an effort~~ to ~~further increase~~do so. If available cash flow or net disposition proceeds are insufficient to cover the ~~Partnership’s~~Partnership expenses and liabilities on a short and long-term basis, the Partnership may attempt to obtain additional funds by disposing of or refinancing equipment, or by borrowing within its permissible limits.

The General Partner will continue to reassess the funding of limited partner distributions throughout 2021 and will continue to waive certain fees. If available cash ~~flow.~~flow or net disposition proceeds are insufficient to cover the Partnership expenses and liabilities on a short and long-term basis, the Partnership may attempt to obtain additional funds by disposing of or refinancing equipment, or by borrowing within its permissible limits. Additionally, the Partnership will seek to enhance portfolio returns and maximize cash flow through the use of leveraged lease transactions: the acquisition of lease equipment through debt financing. The Partnership may also attempt to obtain additional funds by disposing of or refinancing equipment, or by borrowing within its permissible limits. However, at this time, it is uncertain as to whetherThis strategy allows the General ~~Partner’s plans will be successful.~~Partner to acquire additional revenue generating leases without the use of investor funds thus maximizing overall return.

RESULTS OF OPERATIONS

Three months ended ~~June 30, 2020~~March 31, 2021 compared to three months ended ~~June 30, 2019~~March 31, 2020

Lease Revenue

Our lease revenue decreased to approximately ~~$81,000~~$61,000 for the three months ended ~~June 30, 2020,~~March 31, 2021, from approximately ~~$127,000~~$88,000 for the three months ended ~~June 30, 2019.~~March 31, 2020. This revenue decrease is primarily due to a decrease in active lease agreements as described below.

The Partnership had 2528 and 6253 active operating leases during the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively. The decrease in number of active leases is consistent with the overall decrease in lease revenue. Management expects to add new leases to our portfolio throughout the remainder of ~~2020,~~2021, funded primarily through debt financing. As the operational phase of the Partnership has been extended to December 31, ~~2020,~~2021, Management will continue to seek lease opportunities to enhance portfolio returns and cash flow.

Sale of Equipment

For the three months ended ~~June 30, 2020,~~March 31, 2021, the Partnership sold ~~fully depreciated~~ equipment with a net book value of approximately $0$7,000 for a net loss of approximately $5,000. For the three months ended March 30, 2020, the Partnership sold equipment with a net book value of approximately $42,000 for a net gain of approximately ~~$5,000. For the three months ended June 30, 2019, the Partnership had no sales of equipment.~~$12,000.

Operating Expenses

Our operating expenses, excluding depreciation, primarily consist of accounting and legal fees, outside service fees and reimbursement of expenses to CCC for administration and operation of the Partnership. These expenses ~~increased~~decreased to approximately ~~$83,000~~$75,000 for the three months ended ~~June 30, 2020,~~March 31, 2021, from approximately ~~$22,000~~$86,000 for the three months ended ~~June 30, 2019.~~March 31, 2020. This ~~increase~~decrease is primarily attributable to ~~an increase~~a decrease in legal fees of approximately $7,000 and other LP expenses of ~~$40,000 when previously no expense had been allocated. Other attributable reasons for an increase are in legal fees related to FINRA of~~ approximately $6,000, office relocation expenses of approximately $4,000, outside office services of approximately $4,000, office equipment and other of approximately $3,000, IT expenses of approximately $2,000 and accounting fees of approximately $2,000.$5,000.

Equipment Management Fees

We pay an equipment management fee to our general partner for managing our equipment portfolio. The equipment management fee is approximately 5%2.5% of the gross lease revenue attributable to equipment that is subject to operating ~~leases and 2% of the gross lease revenue attributable to equipment that is subject to finance~~ leases. For ~~both~~ the three months ended ~~June~~ ~~30,~~March 31, 2021 and 2020, ~~and 2019, total~~ the equipment management ~~fees of approximately $3,000 were earned but waived by the General Partner~~.fee was waived.

Depreciation and Amortization Expenses

Depreciation expenses consist of depreciation on equipment. This expense decreased to approximately ~~$41,000~~$34,000 for the three months ended ~~June 30, 2020,~~March 31, 2021, from ~~$75,000~~$49,000 for the three months ended ~~June 30, 2019.~~March 31, 2020. This decrease was due to the higher frequency in the termination of leases and equipment being fully depreciated as compared to the acquisition of new leases for the three months ended ~~June 30, 2020.~~March 31, 2021.

Net ~~(Loss) Income~~Loss

For the three months ended ~~June 30,~~March 31, 2021, we recognized revenue of approximately $63,000, expenses of approximately $116,000, resulting in net loss of approximately $53,000. For the three months ended March 31, 2020, we recognized revenue of approximately ~~$96,000,~~$116,000, expenses of approximately ~~$129,000,~~$118,000, resulting in net loss of approximately ~~$33,000. For the three months ended June 30, 2019, we recognized revenue of approximately $135,000, expenses of approximately $108,000, resulting in net income of approximately $27,000.~~$2,000. This change to a net loss is due to the changes in revenue and expenses described above.

~~Six months ended June 30, 2020 compared to six months ended June 30, 2019~~

~~Lease Revenue~~

~~Our lease revenue decreased to approximately $170,000 for the six months ended June 30, 2020, from approximately $255,000 for the six months ended June 30, 2019.~~ The Partnership had 54 and 63 operating leases during the six months ended June 30, 2020 and 2019, respectively. The decline in number of active leases is consistent with the overall decrease in lease revenue. As the operational phase of the Partnership has been extended to December 31, 2020, Management will continue to seek lease opportunities to enhance portfolio returns and cash flow.

~~Sale of Equipment~~

On January 31, 2020, the Partnership entered into a Purchase and Sale Agreement, (the “Purchase Agreement”) with Cummins, Inc. (the “Buyer”) to sell for the Buyer approximately 1,475 items of equipment that the Buyer previously leased from the Company. The General Partner allocated to the Partnership its share of approximately $261,000, for the sale price of primarily, Small IBM Servers and High Volume & Spec Printers and recorded a gain on sale of equipment of approximately $12,000.

The Partnership disposed of and sold other equipment to various customers during the 2020 quarter. For the six months ended June 30, 2020, the Partnership sold equipment to other customers besides Cummins with a total net book value of $0 and net gain of approximately $6,000 (for total net book value of approximately $42,000 and total net gain of approximately $18,000, after adding for Cummins gain). This compared to the six months ended June 30, 2019, the Partnership sold equipment with net book valued of approximately $7,000 for a net gain of approximately $400.

~~Operating Expenses~~

Our operating expenses, excluding depreciation, primarily consist of accounting and legal fees, outside service fees and reimbursement of expenses to CCC for administration and operation of the Partnership. These expenses increased to approximately $169,000 for the six months ended June 30, 2020, from approximately $65,000 for the six months ended June 30, 2019. This increase is primarily attributable to an increase in other LP expenses of $67,000 when previously no expense had been allocated. Other attributable reasons for an increase are in accounting fees of approximately $11,000, IT expenses of approximately $5,000, office relocation expenses of approximately $4,000, outside office services of approximately $4,000, recruiting fees of approximately $4,000, other miscellaneous expenses of approximately $4,000, legal fees related to FINRA of approximately $3,000 and partnership taxes of approximately $2,000.

~~Equipment Management Fees~~

We pay an equipment management fee to our general partner for managing our equipment portfolio. The equipment management fee is approximately 5% of the gross lease revenue attributable to equipment that is subject to operating leases and 2% of the gross lease revenue attributable to equipment that is subject to finance leases. F~~or the six months ended June~~ ~~30, 2020 and 2019, total equipment management fees of approximately $8,000 and $6,000 were earned but waived by the General Partner, respectively~~.

~~Depreciation and Amortization Expenses~~

Depreciation and amortization expenses consist of depreciation on equipment and amortization of equipment acquisition fees. These expenses decreased to approximately $90,000 for the six months ended June 30, 2020, from $155,000 for the six months ended June 30, 2019. This decrease was due to the higher frequency in the termination of leases and equipment being fully depreciated as compared to the acquisition of new leases for the six months ended June 30, 2020.

~~Net (Loss) Income~~

For the six months ended June 30, 2020, we recognized revenue of approximately $212,000 and expenses of approximately $247,000, resulting in net loss of approximately $35,000. For the six months ended June 30, 2019, we recognized revenue of approximately $270,000 and expenses of approximately $241,000, resulting in net income of approximately $29,000. This change to a net loss is due to the changes in revenue and expenses as described above.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

N/A

Item 4. ~~Controls and Procedures~~

~~Evaluation of Disclosure~~ Controls and Procedures

Our management, under the supervision and with the participation of the General Partner’s Chief Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures related to our reporting and disclosure obligations as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, the General Partner’s Chief Executive Officer and Principal Financial Officer have concluded that, as of ~~June 30, 2020,~~March 31, 2021, our disclosure controls and procedures ~~were not~~are effective ~~due~~in ensuring that information relating to ~~the presence of a material weakness in internal control over financial reporting.~~

~~A material weakness~~us which is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013) and SEC guidance on conducting such assessments. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls. Based on this assessment, management has concluded that as of June 30, 2020, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The matters involving internal controls and procedures that our management consideredrequired to be ~~material weaknesses~~disclosed in our periodic reports filed or submitted under the ~~standards~~Securities Exchange Act of 1934 is (a) recorded, processed, summarized and reported within the ~~Public Company Accounting Oversight Board were: (i) ineffective controls over period end financial disclosure~~time periods specified in the Securities and ~~reporting processes. The aforementioned material weaknesses were identified by our principal financial officer~~Exchange Commission’s rules and ~~principal accounting officer, in connection with~~forms, and (b) accumulated and communicated to management, including the ~~review of our financial statements~~General Partner’s Chief Executive Officer and Principal Financial Officer, as ~~of June 30, 2020.~~

~~Remediation of Material Weakness~~

~~In an effort~~appropriate, to ~~remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following measure:~~

We plan to incorporate a procedure within our written policies and procedures to require for nonrecurring, referenced as “one-off” journal entries to be reviewed and signed-off by two senior accounting officers to ensure appropriate transactions are recorded as intended to be reported for financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

We have started to implement this procedure as part of our monthly close process and anticipate that this procedure will be incorporated in our written policies and procedures by the end of fiscal year 2020. The material weakness will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We expect that the remediation of this material weakness will be completed prior to the end of fiscal year 2020.

~~Changes in Internal Control over Financial Reporting:~~

allow timely decisions regarding required disclosure. There were no ~~other~~ changes in ~~our~~the Partnership’s internal control over financial reporting during the first quarter ~~ending June 30, 2020,~~of 2021 that have materially affected or are reasonably likely to materially affect ~~our~~its internal control over financial reporting.

Part II: OTHER INFORMATION

Item 1. Commitments and Contingencies

N/A

Item 1. 2. Legal Proceedings

FINRA

Item ~~1A.~~2A. Risk Factors

~~Going Concern~~

The Partnership has incurred recurring negative cash flows. At June 30, 2020, the Partnership has a working capital deficit of approximately $149,000. Such factors raise substantial doubt about the Partnership’s ability to continue as a going concern within one year after the date that the financial statements are issued.

~~The General Partner has evaluated that significant improvement in the Partner’s cash flow would be required to avoid substantial doubt about the entity’s ability to continue as a going concern.~~

If it is not probable that the General Partner will be able to effectively implement its plan or if it is not probable that the plan will mitigate the relevant conditions that gave rise to the substantial doubt, the Partnership may begin its liquidation process through the sale of its assets and payment of its obligations as per the Partnership agreement. If liquidation ever becomes imminent, the entity will prepare its financial statements under the liquidation basis of accounting.

COVID-19 Pandemic

In periods ended subsequent to the outbreak of COVID-19, the impact on expected credit losses and future cash flow projections used in impairment testing will need to be considered.

~~Material Weakness~~

Failure to maintain effective systems of internal control over financial reporting and disclosure controls and procedures could result in additional costs being incurred for remediation and cause a loss of confidence in our financial reporting.

Effective internal control over financial reporting is necessary for us to provide accurate financial information. We previously identified a material weakness in our internal controls over financial reporting as of June 30, 2020. We have concluded that our internal controls over financial reporting were not effective as of June 30, 2020 due to the existence of material weaknesses in our monthly close for not properly reviewing certain journal entries that had an impact on the internal controls over financial reporting.

If our remediation measures are insufficient to address the identified deficiencies, or if additional deficiencies in our internal control over financial reporting are discovered or occur in the future, our financial statements may contain material misstatements and we could be required to restate our financial results. Moreover, because of the inherent limitations of any control system, material misstatements due to error or fraud may not be prevented or detected on a timely basis, or at all. If we are unable to provide reliable and timely financial reports in the future, our business and reputation may be further harmed. Failures in internal controls may negatively affect investor confidence in our management and the accuracy of our financial statements and disclosures, or result in adverse publicity and concerns from investors, any of which could have a negative effect, subject us to regulatory investigations and penalties and/or shareholder litigation, and materially adversely impact our business and financial condition.

Item 2.3. Unregistered Sales of Equity Securities and Use of Proceeds

N/A

Item 3.4. Defaults Upon Senior Securities

N/A

Item 4.5. Mine Safety Disclosures

N/A

Item 5.6. Other Information

NONE

Item 6.7. Exhibits

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

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

32.1 SECTION 1350 CERTIFICATION OF CHIEF EXECUTIVE OFFICER

32.2 SECTION 1350 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

SIGNATURES

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

	COMMONWEALTH INCOME & GROWTH FUND V
	BY: COMMONWEALTH INCOME & GROWTH FUND, INC., General Partner
~~August 14, 2020~~May 24, 2021	By: /s/ Kimberly A. Springsteen-Abbott
Date	Kimberly A. Springsteen-Abbott
	Chief Executive Officer And Principal Financial Officer Commonwealth Income & Growth Fund, Inc.

~~August 14, 2020~~May 24, 2021 Date	By: /s/ ~~Karl A. Hazen~~Theodore Cavaliere ~~Karl A. Hazen~~Theodore Cavaliere ~~SEC Reporting Officer~~Vice President, Financial Operations Principal

Commonwealth Income & Growth Fund V
Condensed Statement of Partners' Capital
For the three and six months ended June 30, 2020 and 2019
(unaudited)


	General	Limited
	Partner	Partner	General	Limited
	Units	Units	Partner	Partners	Total
Balance, January 1, 2020	50	1,236,148	$1,000	$42,932	$43,932
Net loss	-	-	-	(1,551)	(1,551)
Redemptions	-	(567)	-	-	-
Balance March 31, 2020	50	1,235,581	$1,000	$41,381	$42,381
Net loss	-	-	-	(33,358)	(33,358)
Balance June 30, 2020	50	1,235,581	$1,000	$8,023	$9,023

	June 30, 2020	December 31, 2019
Carrying value of lease receivable	$3,000	$6,000
Estimated residual value of leased equipment (unguaranteed)	2,000	2,000
Initial direct costs finance leases	-	-
Net investment in finance leases	$5,000	$8,000