SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
/X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 2002
/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _____ to _____
Commission file number: 0-19232
Fidelity Leasing Income Fund VII, L.P.
_______________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 23-2581971
_______________________________________________________________________________
(State of organization) (I.R.S. Employer Identification No.)
1845 Walnut Street, Suite 1000, Philadelphia, Pennsylvania 19103
_______________________________________________________________________________
(Address of principal executive offices) (Zip code)
(215) 574-1636
_______________________________________________________________________________
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) 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 (or for such shorter period that the regis-
trant was required to file such reports), and (2) has been subject to such fil-
ing requirements for the past 90 days.
Yes __X__ No _____
Page 1 of 19
Part I: Financial Information
Item 1: Financial Statements
FIDELITY LEASING INCOME FUND VII, L.P.
BALANCE SHEETS
ASSETS
(Unaudited) (Audited)
September 30, December 31,
2002 2001
_____________ ____________
Cash and cash equivalents $5,365,962 $3,877,912
Accounts receivable 116,827 254,207
Due from related parties 63,426 83,631
Net investment in direct financing leases 1,001,542 4,935,434
Equipment under operating leases
(net of accumulated depreciation
of $188,479 and $286,489,
respectively) 296,815 450,623
Equipment held for sale or lease 88,642 88,642
__________ __________
Total assets $6,933,214 $9,690,449
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Lease rents paid in advance $ 70,665 $ 64,745
Accounts payable and
accrued expenses 39,875 38,433
Due to related parties 58,339 23,591
__________ __________
Total liabilities 168,879 126,769
Partners' capital 6,764,335 9,563,680
__________ __________
Total liabilities and
partners' capital $6,933,214 $9,690,449
========== ==========
The accompanying notes are an integral part of these financial statements.
2
FIDELITY LEASING INCOME FUND VII, L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
September 30 September 30
2002 2001 2002 2001
____ ____ ____ ____
Income:
Earned income on direct
financing leases $ 24,206 $129,528 $225,360 $432,576
Rentals 47,940 23,139 154,372 76,020
Interest 37,208 32,006 95,153 77,630
Gain on sale of equipment,
net - - 14,854 31,695
Other 1,725 7,725 18,187 11,531
________ ________ ________ ________
111,079 192,398 507,926 629,452
________ ________ ________ ________
Expenses:
Depreciation 42,875 18,435 133,662 55,305
General and administrative 32,870 33,668 115,206 91,930
General and administrative
to related party 43,868 44,971 127,148 120,100
Management fee to
related party 9,893 21,600 81,239 62,999
________ ________ ________ ________
129,506 118,674 457,255 330,334
________ ________ ________ ________
Net income (loss) $(18,427) $ 73,724 $ 50,671 $299,118
======== ======== ======== ========
Net income (loss) per equivalent
limited partnership unit $ (1.25) $ 2.53 $ .89 $ 10.24
======== ======== ======== ========
Weighted average number of
equivalent limited
partnership units outstanding
during the period 23,565 28,574 25,350 28,769
======== ======== ======== ========
The accompanying notes are an integral part of these financial statements.
3
FIDELITY LEASING INCOME FUND VII, L.P.
STATEMENT OF PARTNERS' CAPITAL
For the nine months ended September 30, 2002
(Unaudited)
General Limited Partners
Partner Units Amount Total
_______ _____ ______ _____
Balance, January 1, 2002 $(23,422) 64,773 $9,587,102 $9,563,680
Cash distributions (28,500) - (2,821,516) (2,850,016)
Net income 28,000 - 22,671 50,671
________ ______ __________ __________
Balance, September 30, 2002 $(23,922) 64,773 $6,788,257 $6,764,335
======== ====== ========== ==========
The accompanying notes are an integral part of these financial statements.
4
FIDELITY LEASING INCOME FUND VII, L.P.
STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 2002 and 2001
(Unaudited)
2002 2001
____ ____
Cash flows from operating activities:
Net income $ 50,671 $ 299,118
__________ __________
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 133,662 55,305
Gain on sale of equipment, net (14,854) (31,695)
(Increase) decrease in accounts receivable 137,380 39,108
(Increase) decrease in due from related
parties 20,205 (1,502)
Increase (decrease) in lease rents paid
in advance 5,920 (3,531)
Increase (decrease) in accounts payable
and accrued expenses 1,442 (26,549)
Increase (decrease) in due to related
parties 34,748 (14,808)
Increase (decrease) in security deposits - (67,825)
__________ __________
318,503 (51,497)
__________ __________
Net cash provided by operating activities 369,174 247,621
__________ __________
Cash flows from investing activities:
Investment in direct financing leases - (652,894)
Proceeds from sale of equipment 35,000 31,695
Proceeds from direct financing leases, net
of earned income 3,933,892 2,521,637
__________ __________
Net cash provided by investing activities 3,968,892 1,900,438
__________ __________
Cash flows from financing activities:
Distributions (2,850,016) (500,000)
__________ __________
Net cash used in financing activities (2,850,016) (500,000)
__________ __________
Increase in cash and cash equivalents 1,488,050 1,648,059
Cash and cash equivalents, beginning
of period 3,877,912 2,055,814
__________ __________
Cash and cash equivalents, end of period $5,365,962 $3,703,873
========== ==========
The accompanying notes are an integral part of these financial statements.
5
FIDELITY LEASING INCOME FUND VII, L.P.
NOTES TO FINANCIAL STATEMENTS
September 30, 2002
(Unaudited)
The accompanying unaudited condensed financial statements have been prepared
by the Fund in accordance with accounting principles generally accepted in
the United States of America, pursuant to the rules and regulations of the
Securities and Exchange Commission. In the opinion of Management, all ad-
justments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included.
1. EQUIPMENT LEASED
The Fund has equipment leased under the direct financing method in accor-
dance with Statement of Financial Accounting Standards No. 13. This method
provides for recognition of income (the excess of the aggregate future
rentals and estimated unguaranteed residuals upon expiration of the lease
over the related equipment cost) over the life of the lease using the
interest method. The Fund's direct financing leases are for initial lease
terms ranging from 24 to 60 months.
Unguaranteed residuals for direct financing leases represent the estimated
amounts recoverable at lease termination from lease extensions or disposi-
tion of the equipment. The Fund reviews these residual values quarterly.
If the equipment's fair market value is below the estimated residual value,
an adjustment is made.
The approximate net investment in direct financing leases as of
September 30, 2002 is as follows (unaudited):
Net minimum lease payments to be received $ 400,000
Unguaranteed residuals 620,000
Unearned rental income (7,000)
Unearned residual income (11,000)
__________
$1,002,000
==========
The Fund also has equipment under operating leases. The Fund's operating
leases are for initial lease terms of 21 to 58 months. Generally, operat-
ing leases will not recover all of the undepreciated cost and related ex-
penses of its rental equipment during the initial lease terms and the Fund
is prepared to remarket the equipment. Fund policy is to review quarterly
the expected economic life of its rental equipment in order to determine
the recoverability of its undepreciated cost. Recent and anticipated
technological developments affecting the equipment and competitive factors
6
FIDELITY LEASING INCOME FUND VII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
1. EQUIPMENT LEASED (Continued)
in the marketplace are considered among other things, as part of this re-
view. In accordance with accounting principles generally accepted in the
United States of America, the Fund writes down its rental equipment to its
estimated net realizable value when the amounts are reasonably estimated
and only recognizes gains upon actual sale of its rental equipment.
The future approximate minimum rentals to be received on noncancellable
direct financing and operating leases as of September 30, 2002 are
as follows (unaudited):
Direct
Years Ending December 31 Financing Operating
________________________ _________ _________
2002 $291,000 $ 48,000
2003 109,000 129,000
________ ________
$400,000 $177,000
======== ========
2. RELATED PARTY TRANSACTIONS
The General Partner receives 5% or 2% of rental payments from equipment
under operating leases and full pay-out leases, respectively, for
administrative and management services performed on behalf of the Fund.
Full pay-out leases are noncancellable leases for which the rental payments
due during the initial term of the lease are at least sufficient to recover
the purchase price of the equipment, including acquisition fees. This
management fee is paid monthly only if and when the Limited Partners have
received distributions for the period from January 1, 1991 through the
end of the most recent quarter equal to a return for such period at a rate
of 12% per year on the aggregate amount paid for their units.
The General Partner may also receive up to 3% of the proceeds from the sale
of the Fund's equipment for services and activities to be performed in con-
nection with the disposition of equipment. The payment of this sales fee
is deferred until the Limited Partners have received cash distributions
equal to the purchase price of their units plus a 12% cumulative compounded
priority return. Based on current estimates, it is not expected that the
Fund will be required to pay this sales fee to the General Partner.
Additionally, the General Partner and its parent company are reimbursed by
the Fund for certain costs of services and materials used by or for the
Fund except those items covered by the above-mentioned fees. Following is
a summary of fees and costs of services and materials charged by the
General Partner or its parent company during the three and nine months
ended September 30, 2002 and 2001 (unaudited):
7
FIDELITY LEASING INCOME FUND VII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
2. RELATED PARTY TRANSACTIONS (Continued)
Three Months Ended Nine Months Ended
September 30 September 30
2002 2001 2002 2001
____ ____ ____ ____
Management fee $ 9,893 $21,600 $ 81,239 $ 62,999
Reimbursable costs 43,868 44,971 127,148 120,100
During the first quarter of 2001, the Fund transferred its checking and
investment accounts from Hudson United Bank to The Bancorp.com, Inc.
(TBI). The son and the spouse of the Chairman of Resource America, Inc.
are the Chairman and Chief Executive Officer, respectively, of TBI. The
Fund maintains a normal banking relationship with TBI.
Amounts due from related parties at September 30, 2002 and December 31,
2001 represent monies due the Fund from the General Partner and/or other
affiliated funds for rentals and sales proceeds collected and not yet
remitted to the Fund.
Amounts due to related parties at September 30, 2002 and December 31,
2001 represent monies due to the General Partner for the fees and costs
mentioned above, as well as, rentals and sales proceeds collected by the
Fund on behalf of other affiliated funds.
3. CASH DISTRIBUTION
The General Partner declared and paid one cash distribution of $50,000
in September 2002 for the month ended July 31, 2002 to all admitted
partners as of July 31, 2002. The General Partner declared and paid
cash distributions of $50,000 and $1,000,000 subsequent to September 30,
2002 for the months ended August 31 and September 30, 2002 to all admitted
partners as of August 31 and September 30, 2002.
8
FIDELITY LEASING INCOME FUND VII, L.P.
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Fidelity Leasing Income Fund VII, L.P. had revenues of $111,079 and
$192,398 for the three months ended September 30, 2002 and 2001, respec-
tively, and $507,926 and $629,452 for the nine months ended September 30,
2002 and 2001, respectively. Earned income from direct financing leases and
rental income from the leasing of equipment accounted for 65% and 79% of total
revenues for the third quarter of 2002 and 2001, respectively and 75% and 81%
for the nine months ended September 30, 2002 and 2001, respectively. The
decrease in revenues was primarily due to the decrease in earned income on
direct financing leases during the nine months ended September 30, 2002.
Earned income on direct financing leases was $225,360 for the nine months
ended September 30, 2002 compared to $432,576 for the same period in 2001.
The decrease in this account was caused by the monthly amortization of un-
earned income using the interest method. Additionally, the early termination
of certain direct financing leases during the last quarter of 2001 and the
first nine months of 2002 accounted for the decrease in earned income on
direct financing leases during the nine months ended September 30, 2002.
The Fund also recorded a net gain on sale of equipment of $14,854 for the
nine months ended September 30, 2002 compared to $31,695 for the same period
in 2001. The decrease in this account also contributed to the overall de-
crease in revenues in 2002. However, the increase in rental income of
approximately $78,000 served to mitigate the overall decrease in revenues
for the nine months ended September 30, 2002. Rental income increased during
2002 by approximately $131,000 because of equipment that was purchased since
the third quarter of 2001. This increase was reduced by $53,000 because of
equipment under operating leases that terminated and was sold during 2001 and
2002. The increase in interest income also reduced the overall decrease in
revenues during the nine months ended September 30, 2002. The increase in
this account resulted from higher cash balances available for investment by
the Fund during the nine months ended September 30, 2002 compared to the same
period in 2001. Furthermore, the increase in other income served to mitigate
the overall decrease in total revenues in 2002. Other income increased
approximately $7,000 during the first nine months of 2002 compared to the
first nine months of 2001 because of an increase in late fees collected on
delinquent rentals received by the Fund in 2002 and an increase in transfer
fees recognized on investor account transfers made in 2002.
Expenses were $129,506 and $118,674 for the three months ended Septem-
ber 30, 2002 and 2001, respectively, and $457,255 and $330,334 for the
nine months ended September 30, 2002 and 2001, respectively. Depreciation
expense comprised 33% and 16% of total expenses for the third quarter of 2002
and 2001, respectively and 29% and 17% of total expenses for the nine months
ended September 30, 2002 and 2001, respectively. The increase in expenses in
2002 is primarily related to the increase in depreciation expense because of
equipment that was purchased since the third quarter of 2001. Additionally,
the increase in general and administrative expense and general and adminis-
trative expense to related party contributed to the overall increase in
expenses in 2002. General and administrative expense increased because of
the increase in the various costs incurred to operate the Fund on a daily
9
FIDELITY LEASING INCOME FUND VII, L.P.
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
RESULTS OF OPERATIONS (Continued)
basis. General and administrative expense to related party increased from
2001 to 2002 because of the increase in expenses incurred by the General
Partner to manage the Fund. Furthermore, management fee to related party
increased during the nine months ended September 30, 2002 compared to
September 30, 2001 which also accounted for the increase in total expenses
in 2002. This account increased in 2002 because of rentals received from the
early termination of certain direct financing leases during the first nine
months of 2002 as well as the increase in rentals resulting from equipment
purchased in the last quarter of 2001. Management fee to related party is
calculated as a percentage of rental receipts on both operating and direct
financing leases.
The Fund's net income (loss) was ($18,427) and $73,724 for the three months
ended September 30, 2002 and 2001, respectively, and $50,671 and $299,118
for the nine months ended September 30, 2002 and 2001, respectively. The
earnings (loss) per equivalent limited partnership unit, after earnings (loss)
allocated to the General Partner, were $(1.25) and $2.53 based on a weighted
average number of equivalent limited partnership units outstanding of 23,565
and 28,574 for the three months ended September 30, 2002 and 2001, respect-
tively. The earnings per equivalent limited partnership unit, after earnings
allocated to the General Partner, were $0.89 and $10.24 based on a weighted
average number of equivalent limited partnership units outstanding of 25,350
and 28,769 for the nine months ended September 30, 2002 and 2001, respectively.
The Fund generated $24,448 and $92,159 of cash from operations, for the
purpose of determining cash available for distribution, for the quarter ended
September 30, 2002 and 2001, respectively. The General Partner declared and
paid one cash distribution of $50,000 in September 2002 for the month ended
July 31, 2002. Subsequent to September 30, 2002, the General Partner declared
and paid cash distributions of $50,000 and $1,000,000 for the months ended
August 31 and September 30, 2002. The General Partner declared and paid one
cash distribution of $50,000 in September 2001 and two cash distributions of
$50,000 each subsequent to September 30, 2001 for the three months ended
September 30, 2001. For the nine months ended September 30, 2002 and 2001,
the Fund generated $169,479 and $322,728 of cash from operations for the
purpose of determining cash available for distribution. The General Partner
declared cash distributions totaling $2,800,000 and $450,000 for the nine
months ended September 30, 2002 and 2001, respectively. The Fund paid seven
cash distributions totaling $1,750,000 during the first nine months of 2002
and cash distributions of $50,000 and $1,000,000 subsequent to September 30,
2002 for the nine months ended September 30, 2002. In addition, the Fund
paid cash distributions totaling $1,100,016 during the first nine months of
2002 for the months of October, November and December 2001. The Fund paid
seven cash distributions of $50,000 each during the first nine months of 2001
and two cash distributions of $50,000 each subsequent to September 30, 2001 for
the nine months ended September 30, 2001. For financial statement purposes,
the Fund records cash distributions to partners on a cash basis in the period
in which they are paid.
10
FIDELITY LEASING INCOME FUND VII, L.P.
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
ANALYSIS OF FINANCIAL CONDITION
The Fund is currently in the process of dissolution. As provided in the
Restated Limited Partnership Agreement, the assets of the Fund shall be liqui-
dated as promptly as is consistent with obtaining their fair value. During
this time, the Fund will continue to look for opportunities to purchase equip-
ment under operating leases or invest in direct financing leases with cash
available from operations that was not distributed to partners in previous
periods. There were no investments in direct financing leases made during
the nine months ended September 30, 2002. During the nine months ended
September 30, 2001, the Fund invested $652,894 in direct financing leases.
The cash position of the Fund is reviewed daily and cash is invested on a
short-term basis.
The Fund's cash from operations is expected to continue to be adequate to
cover all operating expenses and contingencies during the next twelve month
period.
Item 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to the Fund's exposure to market
risk since its Annual Report on Form 10-K for the year ended December 31,
2001.
Item 4: CONTROLS AND PROCEDURES
The Chief Executive Officer and Chief Financial Officer of LEAF Financial
Corporation, the General Partner of the Fund, have concluded, based on an
evaluation conducted within 90 days prior to the filing date of this Quarterly
Report on Form 10-Q, that the Fund's disclosure controls and procedures as
defined in Rules Section 240.13a-14(c) and 240.15d-14(c) are effective.
There have been no significant changes in the Fund's internal controls
or in other factors since the date of the Chief Executive Officer's and Chief
Financial Officer's evaluation that could significantly affect these internal
controls, including any corrective actions with regard to significant defi-
ciencies and material weaknesses.
11
Part II: Other Information
FIDELITY LEASING INCOME FUND VII, L.P.
September 30, 2002
Item 1. Legal Proceedings: Inapplicable.
Item 2. Changes in Securities: Inapplicable.
Item 3. Defaults Upon Senior Securities: Inapplicable.
Item 4. Submission of Matters to a Vote of Securities Holders: Inapplicable.
Item 5. Other Information: Inapplicable.
Item 6. Exhibits and Reports on Form 8-K:
Exhibit No. Description
----------- -----------
99.1 Certification pursuant to 18 U.S.C.,
Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley
Act of 2002
99.2 Certification pursuant to 18 U.S.C.,
Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley
Act of 2002
b) Reports on Form 8-K: None
12
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.
FIDELITY LEASING INCOME FUND VII, L.P.
11-14-02 By: /s/ Crit S. DeMent
____________________________
Crit S. DeMent
Chairman of the Board of Directors
of LEAF Financial Corporation
(Principal Executive Officer)
11-14-02 By: /s/ Miles Herman
____________________________
Miles Herman
President and Director of
LEAF Financial Corporation
11-14-02 By: /s/ Freddie M. Kotek
____________________________
Freddie M. Kotek
Director of LEAF Financial Corporation
11-14-02 By: /s/ Marianne T. Schuster
____________________________
Marianne T. Schuster
Vice President of Accounting of
LEAF Financial Corporation
(Principal Financial Officer)
13
CERTIFICATIONS
I, Crit DeMent, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Fidelity Leasing
Income VII, L.P.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particu-
larly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effect-
tiveness of the disclosure controls and procedures based on our evaluation as
of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's audit committee of regis-
trant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
14
CERTIFICATIONS (continued)
Date: November 14, 2002
/s/ Crit DeMent
____________________________
Crit S. DeMent
Chairman of the Board of Directors of LEAF Financial Corporation
(Principal Executive Officer)
15
CERTIFICATIONS
I, Marianne T. Schuster, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Fidelity Leasing
Income VII, L.P.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particu-
larly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effect-
tiveness of the disclosure controls and procedures based on our evaluation as
of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's audit committee of regis-
trant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
16
CERTIFICATIONS (continued)
Date: November 14, 2002
/s/ Marianne T. Schuster
____________________________
Marianne T. Schuster
Vice President of Accounting of LEAF Financial Corporation
(Principal Financial Officer)
17
Exhibit 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Fidelity Leasing Income Fund VII,
L.P. (the "Fund") on Form 10-Q for the period ended September 30, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Crit S. DeMent, Principal Executive Officer of LEAF Financial Corporation,
the General Partner of the Fund, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13 (a)
or 15 (d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of opera-
tions of the Fund.
/s/ Crit S. DeMent
________________________
Crit S. DeMent
Principal Executive Officer of LEAF Financial Corporation
November 14, 2002
18
Exhibit 99.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Fidelity Leasing Income Fund VII,
L.P. (the "Fund") on Form 10-Q for the period ended September 30, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Marianne T. Schuster, Principal Financial Officer of LEAF Financial Corpora-
tion, the General Partner of the Fund, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002,
that:
(1) The Report fully complies with the requirements of Section 13 (a)
or 15 (d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of opera-
tions of the Fund.
/s/ Marianne T. Schuster
________________________
Marianne T. Schuster
Principal Financial Officer of LEAF Financial Corporation
November 14, 2002
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