Back to GetFilings.com
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, 2005
( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number: 33-69996
COMMONWEALTH INCOME & GROWTH FUND III
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2895714
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
470 John Young Way Suite 300
Exton, PA 19341
(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]
1
FORM 10-Q
MARCH 31, 2005
TABLE OF CONTENTS
PART I
Item 1. Condensed Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk 14
Item 4. Controls and Procedures 15
PART II
Item 1. Legal Proceedings 15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 15
Item 3. Defaults Upon Senior Securities 15
Item 4. Submission of Matters to a Vote of Securities Holders 15
Item 5. Other Information 16
Item 6. Index to Exhibits
Signatures
Certifications
2
COMMONWEALTH INCOME & GROWTH FUND III
CONDENSED BALANCE SHEETS
MARCH 31, DECEMBER 31,
2005 2004
-----------------------------
(UNAUDITED)
ASSETS
Cash and cash equivalents $ 5,025 $ 6000
Lease income receivable 4,279 5,875
-----------------------------
9,304 11,875
-----------------------------
Computer equipment, at cost 837,012 995,456
Accumulated depreciation (719,648) (844,357)
-----------------------------
117,364 151,099
-----------------------------
Equipment acquisition costs and deferred expenses, net 2,840 4,139
-----------------------------
TOTAL ASSETS $ 129,508 $ 167,113
=============================
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Accounts payable $ 23,781 $ 25,497
Accounts payable - affiliated limited partnerships 50,705 46,723
Accounts payable - General Partner 107,634 102,089
Accounts payable - Commonwealth Capital Corp. 176,176 212,458
Unearned lease income - 943
Other accrued expenses 10,490 10,491
Notes payable 46,142 60,243
-----------------------------
TOTAL LIABILITIES 414,928 458,444
-----------------------------
PARTNERS' CAPITAL
General partner 1,000 1,000
Limited partners (286,420) (292,331)
-----------------------------
TOTAL PARTNERS' CAPITAL (285,420) (291,331)
-----------------------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 129,508 $ 167,113
=============================
see accompanying notes to condensed financial statements
3
COMMONWEALTH INCOME & GROWTH FUND III
CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED
MARCH 31,
2005 2004
-----------------------------
(UNAUDITED)
INCOME
Lease $ 26,705 $ 53,925
Gain on sale of computer equipment - 1,116
-----------------------------
TOTAL INCOME 26,705 55,041
-----------------------------
EXPENSES
Operating, excluding depreciation 27,857 7,773
Equipment management fee - General Partner 1,335 2,696
Interest 786 1,348
Depreciation 23,068 96,525
Amortization of equipment
acquisition costs and deferred expenses 1,298 1,851
Loss on sale of computer equipment 9,576 -
-----------------------------
TOTAL EXPENSES 63,920 110,193
-----------------------------
NET (LOSS) $ (37,215) $ (55,152)
=============================
NET (LOSS) PER EQUIVALENT LIMITED
PARTNERSHIP UNIT $ (0.25) $ (0.36)
=============================
WEIGHTED AVERAGE NUMBER OF EQUIVALENT LIMITED
PARTNERSHIP UNITS OUTSTANDING DURING THE PERIOD 151,178 151,178
=============================
see accompanying notes to condensed financial statements
4
COMMONWEALTH INCOME & GROWTH FUND III
CONDENSED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
FOR THE THREE MONTHS ENDED MARCH 31, 2005
(UNAUDITED)
GENERAL LIMITED
PARTNER PARTNER GENERAL LIMITED
UNITS UNITS PARTNER PARTNER TOTAL
----------------------------------------------------------------------------------
PARTNERS' CAPITAL (DEFICIT) - DECEMBER 31,
2004 50 151,178 $ 1,000 $ (292,331) $ (291,331)
Net income (loss) 783 (37,998) (37,215)
Capital contribution 70,000 - 70,000
Forgiveness of payables 52,500 - 52,500
Transfer of partners' capital (122,500) 122,500 -
Distributions (783) (78,591) (79,374)
----------------------------------------------------------------------------------
PARTNERS' CAPITAL (DEFICIT) - MARCH 31, 2005 50 151,178 $ 1,000 $ (286,420) $ (285,420)
==================================================================================
see accompanying notes to condensed financial statements
5
COMMONWEALTH INCOME & GROWTH FUND III
CONDENSED STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
2005 2004
------------------------
(UNAUDITED)
NET CASH PROVIDED BY OPERATING ACTIVITIES 7,310 34,513
------------------------
INVESTING ACTIVITIES:
Net proceeds from the sale of computer equipment 1,089 3,183
------------------------
NET CASH PROVIDED BY INVESTING ACTIVITIES 1,089 3,183
------------------------
FINANCING ACTIVITIES:
Contributions 70,000 42,116
Distributions to partners (79,374) (79,374)
------------------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (9,374) (37,258)
------------------------
Net increase (decrease) in cash and cash equivalents (975) 438
Cash and cash equivalents, beginning of period 6,000 557
------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 5,025 $ 995
========================
see accompanying notes to condensed financial statements
6
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. BUSINESS Commonwealth Income & Growth Fund III (the "Partnership") is
a limited partnership organized in the Commonwealth of
Pennsylvania. The Partnership offered for sale up to 750,000
Units of the limited partnership at the purchase price of
$20 per unit (the "Offering"). The Offering was terminated
at the close of business on July 31, 2000 by the General
Partner. The Partnership used 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 ("CCC"), on behalf
of the Partnership and other affiliated partnerships,
acquires computer equipment subject to associated debt
obligations and lease agreements and allocates a
participation in the cost, debt and lease revenue to the
various partnerships based on certain risk factors. The
Partnership's General Partner is Commonwealth Income &
Growth Fund, Inc. (the "General Partner"), a Pennsylvania
corporation that is an indirect wholly owned subsidiary of
CCC. 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,
2009.
2. BUSINESS PLAN The Partnership has suffered recurring losses from
operations and has a deficit partners' capital of
approximately $285,000 at March 31, 2005. The General
Partner and CCC have forgiven amounts payable by the
Partnership to them and have deferred payments on other
amounts to allow for distributions to limited partners. (See
note 5)
The General Partner and CCC have committed to fund, either
through cash contributions and/or forgiveness of
indebtedness, any necessary cash shortfalls of the
Partnership, including the amounts necessary to fund, if
any, distributions to limited partners, through March 31,
2005.
Due to the recurring losses from operations, the General
Partner feels that it may be in the best interest of the
Partnership to start the liquidation process in 2005 and run
out naturally all remaining leases in the portfolio, making
distributions when possible, after expenses have been
satisfied.
The General Partner intends to review and reassess the
Partnership's business plan on a quarterly basis during
2005.
7
3. SUMMARY OF BASIS OF PRESENTATION
SIGNIFICANT
ACCOUNTING The financial information presented as of any date other
POLICIES 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 generally accepted accounting principles. In the
opinion of management, all adjustments, consisting only of
normal recurring adjustments, necessary for a fair
presentation of the financial information for the periods
indicated have been included. For further information
regarding the Partnership's accounting policies, refer to
the financial statements and related notes included in the
Partnership's annual report on Form 10-K for the year ended
December 31, 2004. Operating results for the three-month
period ended March 31, 2005 are not necessarily indicative
of financial results that may be expected for the full year
ended December 31, 2005.
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
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. The Partnership determined that no impairment existed
as of March 31, 2005.
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 units outstanding during the period.
4. COMPUTER The Partnership is the lessor of equipment under operating
EQUIPMENT leases with periods ranging from 24 to 36 months. In
general, the lessee pays associated costs such as repairs
and maintenance, insurance and property taxes.
Through March 31, 2005, the Partnership has only entered
into operating leases. Lease revenue is recognized on a
monthly basis in accordance with the terms of the operating
lease agreements.
8
The Partnership's share of the computer equipment in which
they participate with other partnerships at March 31, 2005
and December 31, 2004 was approximately $89,000 and
$137,000, respectively, which is included in the
Partnership's fixed assets on their balance sheet, and the
total cost of the equipment shared by the Partnership with
other partnerships at March 31, 2005 and December 31, 2004
was approximately $1,741,000 and $1,859,000, respectively.
The Partnership's share of the outstanding debt associated
with this equipment at March 31, 2005 and December 31, 2004
was approximately $0 for both periods, and the total
outstanding debt at March 31, 2005 and December 31, 2004
related to the equipment shared by the Partnership was
approximately $0 and $1,000, respectively.
The following is a schedule of future minimum rentals on
noncancellable operating leases at March 31, 2005:
Amount
--------------------------------------------- ---------
Nine Months ended December 31, 2005 $ 32,000
Year Ended December 31, 2006 18,000
Year Ended December 31, 2007 13,000
Year Ended December 31, 2008 1,000
---------
$ 64,000
==========================================================
5. RELATED PARTY FORGIVENESS OF RELATED PARTY PAYABLES
TRANSACTIONS
During the three months ended March 31, 2005, CCC forgave
payables owed to them by the Partnership in the amount of
approximately $53,000. During the three months ended March
31, 2005, CCC, through the General Partner, made a capital
contribution in the amount of approximately $70,000.
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, 2005 and 2004, the
Partnership recorded $7,000 and $4,000, respectively, for
reimbursement of expenses to the General Partner.
EQUIPMENT MANAGEMENT FEE
The General Partner is entitled to be paid a monthly fee
equal to the lesser of (i) the fees which would be charged
by an independent third party for similar services for
similar equipment or (ii) the sum of (a) two percent of (1)
the gross lease revenues attributable to equipment which is
subject to full payout net leases which contain net lease
provisions plus (2) the purchase price paid on conditional
sales contracts as received by the Partnership and (b) 5% of
the gross lease revenues attributable to equipment which is
subject to operating and capital leases. During the three
months ended March 31, 2005 and 2004, equipment management
fees of approximately $1,000 and $3,000, respectively, were
earned by the General Partner.
9
6. NOTES PAYABLE Notes payable consisted of the following:
MARCH 31, DECEMBER 31,
2005 2004
- --------------------------------------------------------------------------------
Installment notes payable to banks; interest
ranging from 6.25% to 6.75%, due in monthly
installments ranging from $123 to $1,735,
including interest, with final payments due from
February through April 2005. 880 10,305
Installment notes payable to banks; interest at
6.0%, due in monthly installments ranging from
$320 to $394, including interest, with final
payments from March through December
2006. 11,554 13,503
Installment notes payable to banks; interest at
5.5%, due in monthly installments of $1,073,
including interest, with final payments in
January 2008. 33,708 36,438
---------- ----------
$ 46,142 $ 60,246
========== ==========
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, 2005 are as follows:
Amount
--------------------------------------------------------
Nine months ended December 31, 2005 $ 15,324
Year ended December 31, 2006 17,307
Year ended December 31, 2007 12,443
Year ended December 31, 2008 1,068
---------
$ 46,142
=========
10
7. SUPPLEMENTAL Other noncash activities included in the determination of
CASH FLOW net loss are as follows:
INFORMATION
Three months ended March 31, 2005 2004
- --------------------------------------------------------------------------------
Lease income, net of interest expense on
notes payable realized as a result of
direct payment of principal by lessee to bank $ 14,102 $ 27,685
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.
Non-cash operating, investing and financing activities include the
following:
Three months ended March 31, 2005 2004
- --------------------------------------------------------------------------------
Forgiveness of related party payables recorded as a
capital contribution $ 52,500 $ -
================================================================================
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CRITICAL ACCOUNTING POLICIES
The Partnership's discussion and analysis of its financial condition and results
of operations are based upon its financial statements which have been prepared
in accordance with accounting principles generally accepted in the United
States. The preparation of these financial statements requires the Partnership
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses. The Partnership bases its estimates on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
The Partnership believes that its critical accounting policies affect its more
significant judgments and estimates used in the preparation of its financial
statements.
11
COMPUTER EQUIPMENT
CCC, on behalf of the Partnership and other affiliated partnerships, acquires
computer equipment subject to associated debt obligations and lease agreements
and allocates a participation in the cost, debt and lease revenue to the 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, 2005, the Partnership has only entered into operating leases.
Lease revenue is recognized on a monthly basis in accordance with the terms of
the operating lease agreements.
The Partnership reviews a customer's credit history extending credit and
establishes provisions for uncollectible accounts 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 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.
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's primary source of capital for the three months ended March 31,
2005 was a capital contribution from the General Partner of approximately
$70,000. The Partnership's primary source of capital for the three months ended
March 31, 2004 was cash from operations of approximately $35,000 and a capital
contribution from the General Partner of $42,000. The primary use of cash for
the three months ended March 31, 2005 and 2004 was for payments of preferred
distributions to partners of approximately $79,000 for both periods.
For the three month period ending March 31, 2005, the Partnership generated cash
flow from operating activities of approximately $7,000, which includes net loss
of approximately $37,000, a loss on sale of equipment of approximately $10,000
and depreciation and amortization expenses of approximately $24,000. Other
non-cash activities included in the determination of net income include direct
payments of lease income by lessees to banks of approximately $14,000.
For the three month period ending March 31, 2004, the Partnership generated cash
flow from operating activities of approximately $35,000, which includes net loss
of approximately $55,000, a gain on sale of equipment of approximately $1,000
and depreciation and amortization expenses of approximately $98,000. Other
non-cash activities included in the determination of net income include direct
payments of lease income by lessees to banks of approximately $28,000.
12
The Partnership sold computer equipment for the three months ending March 31,
2005 with a net book value of approximately $11,000 for a net loss on sale of
equipment of approximately $10,000. For the period ended March 31, 2004, the
Partnership sold computer equipment with a net book value of approximately
$2,000 for a net gain on sale of equipment of approximately $1,000.
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, 2005, the Partnership had future minimum rentals on non-cancelable
operating leases of $32,000 for the balance of the year ending December 31, 2005
and $32,000 thereafter. At March 31, 2005, the outstanding debt was $46,000,
with interest rates ranging from 5.5% to 6.25%, and will be payable through
January 2008.
The Partnership's cash from operations is expected to continue to be adequate to
cover all operating expenses, liabilities, and preferred distributions to
Partners during the next 12-month period. If available Cash Flow or Net
Disposition Proceeds are insufficient to cover the Partnership expenses and
liabilities on a short and long term basis, the Partnership will attempt to
obtain additional funds by disposing of or refinancing Equipment, or by
borrowing within its permissible limits. The Partnership may, from time to time,
reduce the distributions to its Partners if it deems necessary. Since the
Partnership's leases are on a "triple-net" basis, no reserve for maintenance and
repairs are deemed necessary.
The Partnership's share of the computer equipment in which they participate with
other partnerships at March 31, 2005 and December 31, 2004 was approximately
$89,000 and $137,000, respectively, which is included in the Partnership's fixed
assets on their balance sheet, and the total cost of the equipment shared by the
Partnership with other partnerships at March 31, 2005 and December 31, 2004 was
approximately $1,741,000 and $1,859,000, respectively. The Partnership's share
of the outstanding debt associated with this equipment at March 31, 2005 and
December 31, 2004 was approximately $0 for both periods, and the total
outstanding debt at March 31, 2005 and December 31, 2004 related to the
equipment shared by the Partnership was approximately $0 and $1,000,
respectively.
During the period ended March 31, 2005 CCC, forgave payables owed to them by the
Partnership in the amount of approximately $53,000. CCC has also made a capital
contribution in the amount of approximately $70,000.
The General Partner and CCC have forgiven amounts payable by the Partnership to
them and have deferred payments on other amounts owing to allow for
distributions to limited partners. The General Partner and CCC have committed to
fund, either through cash contributions and/or forgiveness of indebtedness, any
necessary cash shortfalls of the Partnership, including the amounts necessary to
fund, if any, distributions to limited partners, through March 31, 2005. The
Partnership intends to purchase additional equipment once funds become available
through either future rentals from existing leases, extensions from those
existing leases or through sale of equipment.
The General Partner intends to review and reassess the Partnership's business
plan on a quarterly basis in 2005.
13
RESULTS OF OPERATIONS
Three Months Ended March 31, 2005 compared to Three Months Ended March 31, 2004
For the quarter ended March 31, 2005, the Partnership recognized income of
approximately $27,000 and expenses of approximately $64,000, resulting in a net
loss of approximately $37,000. For the quarter ended March 31, 2004, the
Partnership recognized income of approximately $54,000 and expenses of
approximately $110,000, resulting in a net loss of approximately $55,000.
Lease income decreased by 50% to approximately $27,000 for the quarter ended
March 31, 2005, from approximately $54,000 for the quarter ended March 31, 2004,
primarily due to the fact that more lease agreements ended than new lease
agreements acquired since the quarter ended March 31, 2004.
Operating expenses, excluding depreciation, primarily consist of accounting,
legal, outside service fees and reimbursement of expenses to CCC for
administration and operation of the Partnership. With the exception of legal and
accounting fees, CCC has determined that in the best interest of the
Partnership, the majority of shared expenses will not be allocated to the
Partnership. The expenses increased 258% to approximately $28,000 for the
quarter ended March 31, 2005, from $7,000 for the quarter ended March 31, 2004,
which is primarily attributable to an increase in accounting fees of
approximately $8,000 and an increase in remarketing fees of approximately
$8,000.
The equipment management fee is approximately 5% of the gross lease revenue
attributable to equipment that is subject to operating leases. The equipment
management fee decreased 50% to approximately $1,000 for the quarter ended March
31, 2005, from approximately $3,000 for the quarter ended March 31, 2004, which
is consistent with the decrease in lease income.
Depreciation and amortization expenses consist of depreciation on computer
equipment and amortization of equipment acquisition fees. The expenses decreased
42% to approximately $23,000 for the quarter ended March 31, 2005, from
approximately $96,000 for the quarter ended March 31, 2004 due to equipment and
acquisition fees being fully depreciated/amortized and not being replaced with
as many new purchases. Included in the March 31, 2004 amount of $98,000 is a
charge of approximately $28,000, which is to record assets at their estimated
fair value.
The Partnership sold computer equipment with a net book value of approximately
$11,000 for the quarter ended March 31, 2005, for a net loss of approximately
$10,000. The Partnership sold computer equipment with a net book value of
approximately $2,000 for the quarter ended March 31, 2004, for a net gain of
approximately $1,000.
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.
14
ITEM 4. CONTROLS AND PROCEDURES
The Chief Executive Officer and a Financial Officer of the Partnership have
conducted a review of the Partnership's disclosure controls and procedures as of
March 31, 2005.
The Company'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 accumulated and communicated to the
Partnership's management, including its chief executive officer and a financial
officer, to allow timely decisions regarding required disclosure and to ensure
that such information is recorded, processed, summarized and reported with the
required time periods.
Based upon this review, the Partnership's Chief Executive Officer and the a
Financial Officer have concluded that the Partnership's disclosure controls (as
defined in pursuant to Rule 13a-14 c promulgated under the Exchange Act) are
sufficiently effective to ensure that the information required to be disclosed
by the Partnership in the reports it files under the Exchange Act is recorded,
processed, summarized and reported with adequate timeliness.
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, 2005, 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 III
Item 1. LEGAL PROCEEDINGS.
N/A
Item 2. CHANGES IN SECURITIES.
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
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
a) Exhibits:
31.1 THE RULE 15D-14(A)
31.2 THE RULE 15D-14(A)
32.1 SECTION 1350 CERTIFICATION OF CEO
32.2 SECTION 1350 CERTIFICATION OF CFO
b) Report on Form 8-K: None
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 III
BY: COMMONWEALTH INCOME &
GROWTH FUND, INC. General Partner
May 16, 2005 By: /s/ George S. Springsteen
- ------------ -------------------------
Date George S. Springsteen
President
16