UNITED
        STATES
 SECURITIES
        AND EXCHANGE COMMISSION
 Washington,
        D.C. 20549
 
 
 FORM
        10-Q
 
 x
        QUARTERLY REPORT
        PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
        1934
 
 FOR
        THE
        QUARTERLY PERIOD ENDED MARCH 31, 2007
 
  ̈
        TRANSITION REPORT
        PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
        1934
 
 Commission
        File Number:  333-108057
 
 **COMMONWEALTH
        INCOME & GROWTH FUND V**
 (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)
 
 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  x  NO   ̈
 
 Indicate
        by check mark whether the registrant is an accelerated filer (as defined
        in Rule
        12c-2 of the Act): YES   ̈
        NO   x
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).  YES  ̈   NO
x
  
  
 
 **FORM
        10-Q**
 **MARCH
        31, 2007**
 
 **TABLE
        OF CONTENTS**
 
 PART
                  IItem
                  1.
              Condensed
                  Financial Statements
              3Item
                  2.
              Management’s
                  Discussion and Analysis of Financial Condition
                  and Results of Operations
              11Item
                  3.
              Quantitative
                  and Qualitative Disclosures About Market
                  Risk
              13Item
                  4.
              Controls
                  and Procedures
              13PART
                  IIItem
                  1.
              Legal
                  Proceedings
              14Item
                  1A.
              Risk
                  Factors
              14Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of
                  Proceeds
              15Item
                  3.
              Defaults
                  Upon Senior Securities
              15Item
                  4.
              Sumission
                  of Matters to a Vote of Securities
                  Holders
              15Item
                  5.
              Other
                  Information
              15Item
                  6.
              Index
                  to Exhibits
              15SignaturesCertifications
  **2**
 ***Table
            of Contents***
  **Commonwealth
        Income & Growth Fund V**
 **Condensed
        Balance Sheet**
 
 **March
                  31,**
              
              
              **December
                  31,****2007**
              
              
              **2006****(unaudited)****Assets**Cash
                  and cash equivalents
              
              $
              6,838,687
              
              
              $
              7,071,792Lease
                  income receivable, net of reserves of $0 as of  March 31, 2007
                  and December 31, 2006
              
              
              77,533
              
              
              
              202,493Other
                  receivable – Affiliates
              
              
              61,996
              
              
              
              58,578Prepaid
                  Fees
              
              
              18,837
              
              
              
              4,670****
              **6,997,053**
              
              
              ****
              7,337,533Computer
                  equipment, at cost
              
              
              16,657,458
              
              
              
              15,195,877Accumulated
                  depreciation
              
              
              (3,988,259
              )
              
              
              (2,949,031
              )****
              **12,669,199**
              
              
              ****
              12,246,846Equipment
                  acquisition costs and deferred expenses, net
              
              
              479,874
              
              
              
              474,586Prepaid
                  acquisition fees
              
              
              344,899
              
              
              
              376,996****
              **824,773**
              
              
              ****
              851,582**Total
                  Assets**
              
              **$**
              **20,491,025**
              
              
              **$**
              20,435,961**Liabilities
                  and Partners' Capital****Liabilities**Accounts
                  payable
              
              $
              190,457
              
              
              $
              177,550Accounts
                  payable - General Partner
              
              
              10,099
              
              
              
              56,762Other
                  accrued expenses
              
              
              458,263
              
              
              
              38,446Unearned
                  lease income
              
              
              225,276
              
              
              
              151,248Notes
                  Payable
              
              
              2,569,021
              
              
              
              2,320,496**Total
                  liabilities**
              
              ****
              **3,453,116**
              
              
              ****
              2,744,502**Partners'
                  Capital**General
                  partner
              
              
              1,000
              
              
              
              1,000Limited
                  partners
              
              
              17,036,909
              
              
              
              17,690,459**Total
                  Partners' Capital**
              
              ****
              **17,037,909**
              
              
              ****
              17,691,459**Total
                  Liabilities and Partners' Capital**
              
              **$**
              **20,491,025**
              
              
              **$**
              20,435,961
 
 *see
        accompanying notes to condensed financial statements*
  **3**
 ***Table
            of Contents***
  **Commonwealth
        Income & Growth Fund V**
 **Condensed
        Statements of Operations**
 
 **Three
                  months Ended****March
                  31,****2007**
              
              
              **2006****(unaudited)****Income**Lease
              
              $
              1,378,282
              
              
              $
              604,587Interest
                  and other
              
              
              74,481
              
              
              
              49,425**Total
                  income**
              
              
              1,452,763
              
              
              
              654,012**Expenses**Operating
              
              
              286,222
              
              
              
              354,490Organizational
                  costs
              
              
              -
              
              
              
              36,751Equipment
                  management fee - General Partner
              
              
              68,914
              
              
              
              30,229Interest
              
              
              28,062
              
              
              
              16,173Depreciation
              
              
              1,039,228
              
              
              
              439,739Amortization
                  of equipment  acquisition costs and deferred
                  expenses
              
              
              58,913
              
              
              
              24,396**Total
                  expenses**
              
              
              1,481,339
              
              
              
              901,778**Net
                  (loss)**
              
              $
              (28,576
              )
              
              $
              (247,766
              )**Net
                  (loss) allocated to limited partners**
              
              $
              (34,826
              )
              
              $
              (254,244
              )**Net
                  (loss) per equivalent limited  partnership
                  unit**
              
              $
              (0.03
              )
              
              $
              (0.22
              )**Weighted
                  average number of equivalent limited  partnership units
                  outstanding during the period**
              
              ****
              **1,249,951**
              
              
              ****
              1,130,000
 
 *see
        accompanying notes to condensed financial statements*
  **4**
 ***Table
            of Contents***
 
 **Commonwealth
        income & Growth Fund V**
 **Condensed
        Statements of Partners’ Capital**
 **For
        the Three Months ended March 31, 2007**
 **(unaudited)**
 
 
 *General*
              
              
              *Limited**Partner*
              
              
              *Partner*
              
              
              *General*
              
              
              *Limited**Units*
              
              
              *Units*
              
              
              *Partner*
              
              
              *Partners*
              
              
              *Total*****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ******Balance,
                  January 1, 2007**
              ****
              ****
              **50**
              ****
              ****
              ****
              **1,249,951**
              ****
              ****
              **$**
              **1,000**
              ****
              ****
              **$**
              **17,690,459**
              ****
              ****
              **$**
              **17,691,459**Net
                  income (loss)
              
              
              —
              
              
              
              —
              
              
              
              6,250
              
              
              
              (34,826
              )
              
              
              (28,576
              )Distributions
              
              
              —
              
              
              
              —
              
              
              
              (6,250
              )
              
              
              (618,724
              )
              
              
              (624,974
              )**Balance,
                  March 31, 2007**
              
              ****
              **50**
              
              
              ****
              **1,249,951**
              
              
              **$**
              **1,000**
              
              
              **$**
              **17,036,909**
              
              
              **$**
              **17,037,909**
 
 *see
        accompanying notes to condensed financial statements*
  **5**
 ***Table
            of Contents***
  **Commonwealth
        Income & Growth Fund V**
 **Condensed
        Statements of Cash Flow**
 
 **Three
                  months Ended****March
                  31,****2007**
              
              
              **2006****(unaudited)****Net
                  cash provided by operating activities**
              
              **$**
              **1,311,737**
              
              
              $
              466,239Capital
                  expenditures
              
              
              (887,764
              )
              
              
              (2,034,556
              )Prepaid
                  acquisition fees
              
              
              32,097
              
              
              
              (99,608
              )Equipment
                  acquisition fees paid to General Partner
              
              
              (58,463
              )
              
              
              (95,209
              )**Net
                  cash (used in) investing activities**
              
              ****
              **(914,130**
              **)**
              
              
              (2,229,373
              )Contributions
              
              
              -
              
              
              
              5,254,658Distributions
              
              
              (624,974
              )
              
              
              (524,571
              )Offering
                  costs
              
              
              -
              
              
              
              (593,264
              )Debt
                  Placement fees paid to General Partner
              
              
              (5,738
              )
              
              
              (3,457
              )**Net
                  cash provided by (used in) financing activities**
              
              ****
              **(630,712**
              **)**
              
              
              4,133,366Net
                  increase (decrease) in cash and cash equivalents
              
              
              (233,105
              )
              
              
              2,370,232Cash
                  and cash equivalents, beginning of period
              
              
              7,071,792
              
              
              
              10,722,300**Cash
                  and cash equivalents, end of period**
              
              **$**
              **6,838,687**
              
              
              $
              13,092,532
 
 *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 uses the proceeds of the Offering to acquire, own and lease various
        types of computer peripheral equipment and other similar capital equipment,
        which will be leased primarily to U.S. corporations and
        institutions.  Commonwealth Capital Corp, on behalf of the Partnership
        and other affiliated partnerships, will acquire computer equipment subject
        to
        associated debt obligations and lease agreements and allocate a participation
        in
        the cost, debt and lease revenue to the various partnerships based on certain
        risk factors.
 
 The
        Partnership’s General Partner is Commonwealth Income & Growth Fund, Inc.
        (the “General Partner”), a Pennsylvania corporation which is an indirect wholly
        owned subsidiary of Commonwealth Capital Corp.  Commonwealth Capital
        Corp. is a member of the Investment Program Association (IPA), Financial
        Planning Association (FPA), and the Equipment Leasing and Finance Association
        (ELFA).  Approximately ten years after the commencement of operations,
        the Partnership intends to sell or otherwise dispose of all of its computer
        equipment, make final distributions to partners, and to
        dissolve.  Unless sooner terminated, the Partnership will continue
        until December 31, 2015.
 
 
 **2.
        Summary of Significant Accounting Policies**
 
 **Basis
        of Presentation**
 
 The
        financial information presented as of any date other than December 31 has
        been
        prepared from the books and records without audit.  Financial
        information as of December 31 has been derived from the audited financial
        statements of the Partnership, but does not include all disclosures required
        by
        accounting principles generally accepted in the United States of
        America.  In the opinion of management, all adjustments, consisting
        only of normal recurring adjustments, necessary for a fair presentation of
        the
        financial information for the periods indicated have been
        included.  Operating results for the three month period ended March
        31, 2007 are not necessarily indicative of financial results that may be
        expected for the full year ended December 31, 2007.
 
 **Long-Lived
        Assets**
 
 The
        Partnership evaluates its long-lived assets when events or circumstances
        indicate that the value of the asset may not be recoverable.  The
        Partnership determines whether an impairment exists by estimating the
        undiscounted cash flows to be generated by each asset.  If the
        estimated undiscounted cash flows are less than the carrying value of the
        asset,
        then an impairment exists.  The amount of the impairment is determined
        based on the difference between the carrying value and the fair
        value.  Fair value is determined based on estimated discounted cash
        flows to be generated by the asset.  The partnership determined that
        no impairment existed as of March 31, 2007.
  **7**
 ***Table
            of Contents***
  Depreciation
        on computer equipment for financial statement purposes is based on the
        straight-line method over estimated useful lives of four years.
 
 **Net
        Income (Loss) Per Equivalent Limited Partnership Unit**
 
 The
        net
        income (loss) per equivalent limited partnership unit is computed based upon
        net
        income (loss) allocated to the limited partners and the weighted average
        number
        of equivalent limited partner units outstanding during the period.
 
 **3.
        Computer Equipment**
 
 The
        Partnership is the lessor of equipment under operating leases with periods
        ranging from 12 to 38 months.  In general, associated costs such as
        repairs and maintenance, insurance and property taxes are paid by the
        lessee.
 
 Through
        March 31, 2007, the Partnership’s leasing operations consisted of operating
        leases.  Operating lease revenue is recognized on a monthly basis in
        accordance with the terms of the lease agreement.  Rent is recorded on
        a straight line basis. The company’s leases do not contain any step-rent
        provisions or escalation clauses nor are lease revenues adjusted based on
        any
        index.
 
 Remarketing
        fees are paid to the leasing companies from which the Partnership purchases
        leases.  These are fees that are earned by the leasing companies when
        the initial terms of the lease have been met.  The General Partner
        believes that this strategy adds value since it entices the leasing company
        to
        "stay with the lease" for potential extensions, remarketing or sale of
        equipment.  This strategy potentially minimizes any conflicts the
        leasing company may have with a potential new lease and will potentially
        assist
        in maximizing overall portfolio performance.  The remarketing fee is
        tied into lease performance thresholds and is factored in the negotiation
        of the
        fee.  Remarketing fees incurred in connection with lease extensions
        are accounted for as operating costs.  Remarketing fees incurred in
        connection with the sale of computer equipment are included in our gain or
        loss
        calculations.  No remarketing fees were paid for the period ended
        March 31, 2007.
 
 The
        Partnership’s share of the computer equipment in which it participates with
        other partnerships at March 31, 2007 and December 31, 2006 was approximately
        $4,860,000 and $3,923,000 respectively, which is included in the Partnership’s
        fixed assets on its balance sheet.  The total cost of the equipment
        shared by the Partnership with other partnerships at March 31, 2007 and December
        31, 2006 was approximately $9,684,000 and $8,188,000,
        respectively.  The Partnership’s share of the outstanding debt
        associated with this equipment at March 31, 2007 and December 31, 2006 was
        $991,000 and $526,000, respectively.  The total outstanding debt at
        March 31, 2007 and December 31, 2006 was $1,764,000 and $1,148,000,
        respectively.
  **8**
 ***Table
            of Contents***
  The
        following is a schedule of future minimum rentals on noncancellable operating
        leases at March 31, 2007:
 
 *Amount*Nine
                  months ending December 31, 2007
              
              $
              4,735,423Year
                  ended December 31, 2008
              
              
              5,539,567Year
                  ended December 31, 2009
              
              
              2,385,412Year
                  ended December 31, 2010
              
              
              152,422**$**
              **12,812,824**
 
 **4.
        Related Party Transactions**
 
 **Receivables/Payables**
 
 As
        of
        March 31, 2007, the Partnership’s related party receivables and payables are
        short term, unsecured, and non-interest bearing.
 
 **Reimbursable
        Expenses**
 
 The
        General Partner and its affiliates are entitled to reimbursement by the
        Partnership for the cost of supplies and services obtained and used by the
        General Partner in connection with the administration and operation of the
        Partnership from third parties unaffiliated with the General
        Partner.  In addition, the General Partner and its affiliates are
        entitled to reimbursement for certain expenses incurred by the General Partner
        and its affiliates in connection with the administration and operation of
        the
        Partnership.  During the three months ended March 31, 2007, the
        Partnership recorded $163,000 for reimbursement of expenses to the General
        Partner.  During the three months ended March 31, 2006, the
        Partnership recorded $75,000 for reimbursement of expenses to the General
        Partner.
 
 **Offering
        Costs**
 
 Offering
        costs are payments for selling commissions, dealer manager fees, professional
        fees and other offering expenses relating to the syndication of the
        Partnership’s units.  Selling commissions are 8% of the partners’
contributed capital and dealer manager fees are 2% of the partners’ contributed
        capital.  These costs have been deducted from partnership capital in
        the accompanying financial statements.
 
 **Equipment
        Acquisition Fee**
 
 The
        General Partner is entitled to be paid an equipment acquisition fee of 4%
        of the
        purchase price of each item of equipment purchased as compensation for the
        negotiation of the acquisition of the equipment and lease thereof or sale
        under
        a conditional sales contract.  For the period ended March 31, 2007 and
        2006, equipment acquisition fees of approximately $58,000 and $95,000,
        respectively, were earned by******the General
        Partner.
 
 **Debt
        Placement Fee**
 
 As
        compensation for arranging term debt to finance the acquisition of equipment
        by
        the Partnership, the General Partner is paid a fee equal to 1% of such
        indebtedness; provided, however, that such fee shall be reduced to the extent
        the Partnership incurs such fees to third parties, unaffiliated with the
        General
        Partner or the lender, with respect to such indebtedness and no such fee
        will be
        paid with respect to borrowings from the General Partner or its
        affiliates.  For the period ended March 31, 2007, debt placement fees
        of approximately $6,000 were earned by the General Partner. For the period
        ended
        March 31, 2006, debt placement fees of approximately $3,000 were earned by
        the
        General Partner.
  **9**
 ***Table
            of Contents***
  **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 three months ended March 31, 2007, equipment
        management fees of approximately $69,000 were earned by the General
        Partner.  For the three months ended March 31, 2006, equipment
        management fees of approximately $30,000 were earned by the General
        Partner.
 
 
 **5.
        Notes Payable**
 
 Notes
        payable consisted of the following:
 
 **March
                  31, 2007**
              
              
              December
                  31, 2006Installment
                  note payable to bank; interest at 4.61%, due in monthly installments
                  of
                  $160, including interest, with final payment in December
                  2007.
              
              $
              469
              
              
              $
              622Installment
                  notes payable to banks; interest ranging from 4.65% to 6.3%, due
                  in
                  monthly installments ranging from $1,095 to $14,239, including
                  interest,
                  with final payments from February through October 2008.
              
              $
              607,382
              
              
              $
              714,889Installment
                  notes payable to banks; interest ranging from 5.85% to 5.2%, due
                  in
                  monthly installments ranging from $8,945 to $134,671, including
                  interest,
                  with final payments from February through October 2009.
              
              $
              1,961,170
              
              
              $
              1,604,985****
              **$**
              **2,569,021**
              
              
              $
              2,320,496
  **10**
 ***Table
            of Contents***
  These
        notes are secured by specific computer equipment and are nonrecourse liabilities
        of the Partnership.  Aggregate maturities of notes payable for each of
        the periods subsequent to March 31, 2007 are as follows:
 
 ***Amount***Nine
                  months ending December 31, 2007
              
              $
              768,177Year
                  ended December 31, 2008
              
              
              1,243,345Year
                  ended December 31, 2009
              
              
              534,197Year
                  ended December 31, 2010
              
              
              23,302**$**
              **2,569,021**
 
 **5.
        Supplemental Cash Flow Information**
 
 Other
        noncash activities included in the determination of net loss are as
        follows:
 
 *Three
                  months Ended March 31,*
              
              **2007**
              
              
              2006Lease
                  income, net of interest expense on notes payable realized as a
                  result of
                  direct payment of principal by lessee to bank
              
              **$**
              **325,292**
              
              
              $
              101,734
 
 
 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:
 
 *Three
                months Ended March 31,*
              
              **2007**
              
              
              2006Debt
                  assumed in connection with purchase of computer equipment
              
              **$**
              **573,817**
              
              
              **$**
              345,688Equipment
                  acquisition fees earned by General Partner upon purchase of equipment
                  from
                  prepaid acquisition fees
              
              **$**
              **32,097**
              
              
              **$**
              99,608
  **11**
 ***Table
            of Contents***
  **Item
        2: Management’s Discussion and Analysis of Financial
        Condition and Results of Operations**
 
 
 **FORWARD
        LOOKING STATEMENTS**
 
 Certain
        statements within this Quarterly Report on Form 10-Q may constitute
        forward-looking statements within the meaning of the Private Securities
        Litigation Reform Act of 1995 (“PSLRA”). These statements are being made
        pursuant to the PSLRA, with the intention of obtaining the benefits of the
“safe
        harbor” provisions of the PSLRA, and, other than as required by law, we assume
        no obligation to update or supplement such statements. Forward-looking
        statements are those that do not relate solely to historical fact. They include,
        but are not limited to, any statement that may predict, forecast, indicate
        or
        imply future results, performance, achievements or events. You can identify
        these statements by the use of words such as “may,” “will,” “could,”
“anticipate,” “believe,” “estimate,” “expects,” “intend,” “predict” or “project”
and variations of these words or comparable words or phrases of similar meaning.
        These forward-looking statements reflect our current beliefs and expectations
        with respect to future events and are based on assumptions and are subject
        to
        risks and uncertainties and other factors outside our control that may cause
        actual results to differ materially from those projected.
 
 
 **CRITICAL
        ACCOUNTING POLICIES**
 
 The
        Partnership's discussion and analysis of its financial condition and results
        of
        operations are based upon its financial statements which have been prepared
        in
        accordance with accounting principles generally accepted in the United States.
        The preparation of these financial statements requires the Partnership to
        make
        estimates and judgments that affect the reported amounts of assets, liabilities,
        revenues and expenses. The Partnership bases its estimates on historical
        experience and on various other assumptions that are believed to be reasonable
        under the circumstances, the results of which form the basis for making
        judgments about the carrying values of assets and liabilities that are not
        readily apparent from other sources. Actual results may differ from these
        estimates under different assumptions or conditions.
 
 The
        Partnership believes that its critical accounting policies affect its more
        significant judgments and estimates used in the preparation of its financial
        statements.
 
 **COMPUTER
        EQUIPMENT**
  CCC,
        on
        behalf of the Partnership and other affiliated partnerships, acquires computer
        equipment subject to associated debt obligations and lease revenue and allocates
        a participation in the cost, debt and lease revenue to the various partnerships
        based on certain risk factors. Depreciation on computer equipment for financial
        statement purposes is based on the straight-line method over estimated useful
        lives of four years.
 
 **REVENUE
        RECOGNITION**
 
 Through
        March 31, 2007, the Partnership’s leasing operations consisted of operating
        leases.  Operating lease revenue is recognized on a monthly basis in
        accordance with the terms of the lease agreement.  Rent is recorded on
        a straight line basis. The company’s leases do not contain any step-rent
        provisions or escalation clauses nor are lease revenues adjusted based on
        any
        index.
  **12**
 ***Table
            of Contents***
  The
        Partnership reviews a customer’s credit history before extending credit and
        establishes a provision for uncollectible accounts receivable based upon
        the
        credit risk of specific customers, historical trends and other
        information.
 
 **LONG-LIVED
        ASSETS**
 
 The
        Partnership evaluates its long-lived assets when events or circumstances
        indicate that the value of the asset may not be recoverable.  The
        Partnership determines whether an impairment exists by estimating the
        undiscounted cash flows to be generated by each asset.  If the
        estimated undiscounted cash flows are less than the carrying value of the
        asset,
        then an impairment exists.  The amount of the impairment is determined
        based on the difference between the carrying value and the fair
        value.  Fair value is determined based on estimated discounted cash
        flows to be generated by the asset.
 
 **Liquidity
        and Capital Resources**
 
 The
        Partnership’s primary source of capital for the quarter ended March 31, 2007 and
        March 31, 2006 were contributions of approximately $0 and $5,300,000,
        respectively.  The Partnership incurred and paid offering costs of
        approximately $0 and $593,000 during those same periods.  Equipment in
        the amount of approximately $887,000 was purchased during the quarter ended
        March 31, 2007 and distributions in the amount of $625,000 were paid during
        that
        same period.  Equipment in the amount of approximately $2,000,000 was
        purchased during the quarter ended March 31, 2006 and distributions in the
        amount of $525,000 were paid during that same period.
 
 The
        Partnership intends to invest approximately $11,698,000 in additional
        equipment for the remainder of 2007.  The acquisition of this equipment
        will be funded by debt financing, and the debt service will be funded from
        cash
        flows from lease rental payments.
 
 For
        the
        quarter ended March 31, 2007, cash was provided from operations in the amount
        of
        $1,312,000, which includes a net loss of $29,000, and depreciation and
        amortization expenses of approximately $1,098,000.  Other noncash
        activities included in the determination of net income include direct payments
        of lease income by lessees to banks of approximately $325,000.
 
 For
        the
        quarter ended March 31, 2006, cash was provided from operations in the amount
        of
        $466,000, which includes a net loss of $248,000, and depreciation and
        amortization expenses of approximately $464,000.  Other noncash
        activities included in the determination of net income include direct payments
        of lease income by lessees to banks of approximately $102,000.
 
 The
        Partnership's investment strategy of acquiring computer equipment and generally
        leasing it under “triple-net leases” to operators who generally meet specified
        financial standards minimizes the Partnership's operating
        expenses.  As of March 31, 2007, the Partnership had future minimum
        rentals on non-cancelable operating leases of $4,735,000 for the balance
        of the
        year ending December 31, 2007 and $8,077,000 thereafter.
  **13**
 ***Table
            of Contents***
  **Results
        of Operations**
 
 Three
        months ended March 31, 2007 compared to Three months ended March 31,
        2006
 
 For
        the
        quarter ended March 31, 2007, the Partnership recognized income of approximately
        $1,453,000 and expenses of approximately $1,481,000, resulting in a net loss
        of
        approximately $28,000.
 
 For
        the
        quarter ended March 31, 2006, the Partnership recognized income of approximately
        $654,000 and expenses of approximately $902,000, resulting in a net loss
        of
        approximately $248,000.
 
 For
        the
        quarter ended March 31, 2007, operating expenses of $286,000, excluding
        depreciation, primarily consist of travel expenses of $5,000, accounting
        fess of
        $63,000 and other LP expenses of $159,000.
 
 For
        the
        quarter ended March 31, 2006, operating expenses of $354,000, excluding
        depreciation, primarily consist of sales expenses of $21,000, conferences
        of
        $11,000, postage and shipping of $5,000, and reimbursement of expenses to
        CCC
        for administration and operation of the Partnership of approximately $168,000.
 
 Organizational
        costs were approximately $0 and $37,000 for the quarter ended March 31, 2007
        and  March 31, 2006, respectively. In accordance with the American
        Institute of Certified Public Accountants, Statement of Position (SOP) 98-05,
        costs relating to start-up activities and organization costs (accounting,
        legal,
        printing, etc.) are expensed as incurred.
 
 Depreciation
        and amortization expenses consist of depreciation on computer equipment and
        amortization of equipment acquisition fees. The expenses totaled approximately
        $1,098,000 and $464,000 for the quarters ended March 31, 2007 and March 31,
        2006, respectively.
  **Item
        3.Quantitative and
        Qualitative Disclosures About Market
        Risk**
  The
        Partnership believes its exposure to market risk is not material due to the
        fixed interest rate of its long-term debt and its associated fixed revenue
        streams.
 
 **Item
        4.  Controls and Procedures**
 
 The
        Chief
        Executive Officer and Principal Financial Officer of the Partnership have
        conducted a review of the Partnership's disclosure controls and procedures
        as of
        March 31, 2007.
 
 The
        Partnership’s disclosure controls and procedures include the Partnership's
        controls and other procedures designed to ensure that information required
        to be
        disclosed in this and other reports filed under the Securities Exchange Act
        of
        1934, as amended (the “Exchange Act”) is recorded, processed, summarized and
        reported within the time period specified in the Securities and Exchange
        Commission's rules and forms.  The Partnership's disclosure controls and
        procedures also include the Partnership's controls and other procedures designed
        to ensure that information required to be disclosed in this and other reports
        filed under the Exchange Act is accumulated and communicated to the
        Partnership's management, including its Chief Executive Officer and Principal
        Financial Officer, to allow timely decisions regarding required
        disclosure and to ensure that such information is recorded, processed,
        summarized and reported within the required time periods.
  **14**
 ***Table
            of Contents***
  Based
        upon this review, the Partnership’s Chief Executive Officer and Principal
        Financial Officer have concluded that the Partnership's disclosure controls
        (as
        defined in Rule 13a-14c promulgated under the Exchange Act) are effective
        to
        ensure that the information required to be disclosed by the Partnership in
        the
        reports it files under the Exchange Act (i) is recorded, processed,
        summarized and reported within the time periods specified in the Securities
        and
        Exchange Commission rules and forms and (ii) is accumulated and communicated
        to
        the Partnership's management, including its Chief Executive Officer
        and Principal Financial Officer, to allow timely decisions regarding
        required disclosure and to ensure that such information is recorded,
        processed, summarized and reported within the required time
        periods.
 
 There
        have been no changes in the General Partner’s internal controls or in other
        factors that could materially affect our disclosure controls and procedures
        in
        the quarter ended March 31, 2007, that have materially affected or are
        reasonably likely to materially affect the General Partner’s internal controls
        over financial reporting.
 
 
 **Part
        II:   OTHER INFORMATION**
 
 **Commonwealth
        Income & Growth Fund V**
 
 Item
                  1.
              **Legal
                  Proceedings**
 
 N/A
 
 
 Item
                  1A.
              **Risk
                  Factors**
 
 There
        have been no material changes to the risk factors set forth in our Annual
        Report
        on Form 10-K for the year ended December 31, 2006, as filed with the SEC.
        In addition to the other information set forth in this report, you should
        carefully consider the factors discussed in Part I, Item 1A, “Risk
        Factors” in our Annual Report on Form 10-K which could materially affect our
        business, financial condition or future results. The risks described in our
        Annual Report on Form 10-K are not the only risks facing our company. Additional
        risks and uncertainties not currently known to us or that we currently deem
        immaterial also may have a material adverse effect on our business, financial
        condition and/or operating results.
 
 
 Item
                  2.
              **Unregistered
                  Sales of Equity Securities and Use of Proceeds**
 
 N/A
 
 Item
                  3.
              **Defaults
                  Upon Senior Securities**
 
 N/A
 
 Item
                  4.
              **Submission
                  of Matters to a Vote of Securities
                  Holders**
 
 N/A
 
 Item
                  5.
              **Other
                  Information**
 
 N/A
  **15**
 ***Table
            of Contents***
  Item
                  6.
              **Exhibits**
 
 **31.1**
              **RULE
                  15d-14(a) CERTIFICATION OF PRINCIPAL EXECUTIVE
                  OFFICER**
 **31.2**
              **RULE
                  15d-14(a) CERTIFICATION OF FINANCIAL EXECUTIVE
                  OFFICER**
 **32.1**
              **SECTION
                  1350 CERTIFICATION OF PRINCIPAL EXECUTIVE
                  OFFICER**
 **32.2**
              **SECTION
                  1350 CERTIFICATION OF  FINANCIAL EXECUTIVE
                  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 VBY:
                  COMMONWEALTH INCOME & GROWTH FUND, INC. General
                  PartnerMay
                  15, 2007
              
              By:
              /s/Kimberly
                  A. SpringsteenDate
              
              
              Kimberly
                  A. SpringsteenChief
                  Executive Officer
 16