UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~February~~June 1930, ~~2021~~ 2022

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

(Exact name of registrant as specified in its charter)

Commission File Number: 333-156357

Pennsylvania		26-3733264
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

4532 US Highway 19

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 4 – Matters Related to Accountants and Financial Statements

Item 4.0102 ~~Changes~~Non-Reliance inon ~~Registrant’s~~Previously ~~Certifying Accountant~~Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On ~~February~~ 19November 22, ~~2021~~2022, the ~~Partnership~~General ~~engaged~~Partner ~~Morison~~of ~~Cogen~~Commonwealth ~~LLP~~ Income & Growth Fund VII, LP, (~~“New~~the ~~Auditor~~“Partnership”), asin ~~its~~consultation with management and MORISON COGEN, LLP, the Partnership’s independent registered public ~~accountant~~ ~~which~~accounting ~~was~~firm, ~~approved~~concluded bythat the ~~Board~~Partnership’s ofpreviously ~~Directors~~issued interim financial statements contained within the quarterly Report on Form 10-Q for the quarter ended June 30, should no longer be relied upon due to errors in such financial statements, and therefore a restatement of these prior financial statements is required. Accordingly, the Partnership’s ~~General~~will ~~Partner~~issue restated financial statements in an amended Form 10-Q for the quarter ended June 30, 2022. The Partnership expects to file an amended quarterly Form 10-Q report on or before November 30, 2022.

~~Pursuant to~~During ~~applicable~~the ~~rules~~second quarter of 2022, the Partnership ~~makes~~recorded approximately $21,000 of depreciation expense when the ~~following~~actual ~~additional disclosures:~~depreciation expense should have been $119,000. The Company will restate its previously issued interim financial statements to properly record the depreciation expense for the three and six months ended June 30, 2022.

~~During year~~Subsequent ~~ended~~to ~~December~~the ~~31,~~issuance ~~2019~~of ~~and~~the ~~through~~condensed ~~February~~financial ~~19,~~statements ~~2021,~~as ~~the Partnership~~of ~~did~~and ~~not~~for ~~consult with~~ the ~~New~~three ~~Auditor~~and ~~with~~six ~~respect~~months ~~to any~~ended ~~matter~~June ~~whatsoever~~30, ~~including~~2022, ~~without~~included ~~limitation~~in ~~with~~the ~~respect~~Form ~~to any~~10-Q offiled ~~(i)~~with the ~~application~~SEC ofon ~~accounting~~September ~~principles~~8, ~~to a specified transaction~~2022, ~~either~~it ~~completed~~was ordiscovered ~~proposed;~~that ~~(ii)~~there ~~the~~was ~~type~~an oferror ~~audit opinion~~in ~~that~~the ~~might~~depreciation becalculation ~~rendered~~resulting onin ~~the~~an ~~Partnership's~~understatement ~~financial statements;~~of ordepreciation ~~(iii)~~expense ~~any~~for ~~matter~~the ~~that~~three ~~was~~and ~~either~~six ~~the~~months ~~subject~~ended ofJune ~~a disagreement~~30, ~~(as~~2022 ~~defined~~ in ~~Item~~the ~~304(a)(1)(iv)~~amount of ~~Regulation~~$98,000. ~~S-K) or~~The animpact ~~event~~ of the ~~type~~restatement ~~described~~is inas ~~Item 304(a)(1)(v) of Regulation S-K.~~follows:

Condensed Balance Sheet as of June 30, 2022 – Accumulated depreciation increased $97,943, from $12,176,815 as originally reported to $12,274,758 as restated. Total assets decreased $97,944, from $2,626,444 as originally reported to $2,528,500 as restated. Limited Partners’ capital account decreases $97,945, from $1,708,248 as originally reported to $1,610,303 as restated.

~~SIGNATURES~~Condensed Statement of Operations for the three months ended June 30, 2022 – Depreciation expense increased $97,944, from $20,564 as originally reported to $118,508 as restated. Total expense increased $97,945, from $295,813 as originally reported to $393,758 as restated. Net loss increased $97,945, from $96,436 as originally reported to $194,381 as restated. Net loss allocated to limited partners increased $97,945, from $96,436 as originally reported to $194,381 as restated. Net loss per equivalent limited partners unit increase $0.07, from 0.06 as originally reported to $0.13 as restated.

~~Pursuant to~~Condensed ~~the~~Statement ~~requirements~~ of Operations for the ~~Securities~~six ~~Exchange~~months ~~Act~~ended ofJune ~~1934~~30, ~~the registrant~~2022 ~~has~~– ~~duly~~Depreciation ~~caused~~expense ~~this~~increased ~~report~~$97,944, from $121,629 as originally reported to be$219,573 ~~signed~~as onrestated. ~~its~~Total ~~behalf by~~expense ~~the~~increased ~~undersigned~~$97,945, ~~thereunto~~from ~~duly~~$498,130 ~~authorized~~as originally reported to $596,075 as restated. Net loss increased $97,945, from $104,114 as originally reported to $202,058 as restated. Net loss allocated to limited partners increased $97,945, from $104,114 as originally reported to $202,059 as restated. Net loss per equivalent limited partners unit increase $0.07, from 0.06 as originally reported to $0.13 as restated.

~~COMMONWEALTH~~Condensed ~~INCOME~~Statement &of ~~GROWTH~~Partners’ ~~FUND~~Equity ~~VII~~as of and for the three months ended June 30, LP2022 ~~BY:~~– ~~COMMONWEALTH~~Net ~~INCOME~~loss &allocated ~~GROWTH~~to ~~FUND~~limited partners increased $97,945, ~~INC~~from $96,436 as originally reported to $194,381 as restated. Limited partners’ capital balance as of June 30, ~~General~~2022 ~~Partner~~decreased $97,945, from $1,708,248 as reported to $1,610,303 as restated.

February 23, 2021	By: /s/ Kimberly A. Springsteen-Abbott
Date	Kimberly A. Springsteen-Abbott
	Chief Executive Officer Commonwealth Income & Growth Fund, Inc.

There was no change to the Condensed Statement of Cash flows for the six months ended June 30, 2022.

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

VII, LP

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

November 30, 2022

By:

/s/ Kimberly A. Springsteen-Abbott

Date

Kimberly A. Springsteen-Abbott

Chief Executive Officer

Commonwealth Income & Growth Fund, Inc.

Filing Compare · Commonwealth Income & Growth Fund VII, LP