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 March 31, 2003
/ / 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 registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes __X__ No _____
Page 1 of 20
Part I: Financial Information
Item 1: Financial Statements
FIDELITY LEASING INCOME FUND VII, L.P.
BALANCE SHEETS
ASSETS
(Unaudited) (Audited)
March 31, December 31,
2003 2002
___________ ____________
Cash and cash equivalents $2,240,725 $4,979,885
Accounts receivable 29,674 1,530
Due from related parties 30,148 29,250
Net investment in direct financing leases 1,960,409 159,115
Equipment under operating leases
(net of accumulated depreciation
of $274,230 and $231,355,
respectively) 211,065 253,940
Equipment held for sale or lease 174,042 287,306
__________ __________
Total assets $4,646,063 $5,711,026
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Lease rents paid in advance $ 12,243 $ 5,749
Accounts payable and
accrued expenses 116,743 64,276
Security deposits 12,704 -
Due to related parties 13,364 59,532
__________ __________
Total liabilities 155,054 129,557
Partners' capital 4,491,009 5,581,469
__________ __________
Total liabilities and
partners' capital $4,646,063 $5,711,026
========== ==========
The accompanying notes are an integral part of these financial statements.
2
FIDELITY LEASING INCOME FUND VII, L.P.
STATEMENTS OF OPERATIONS
For the three months ended March 31, 2003 and 2002
(Unaudited)
2003 2002
________ ________
Income:
Earned income on direct financing leases $ 30,852 $ 90,223
Rentals 52,111 58,491
Interest 18,639 25,813
Gain on sale of equipment, net - 14,854
Other 2,203 13,783
________ ________
103,805 203,164
________ ________
Expenses:
Depreciation 42,875 47,912
General and administrative 42,747 37,954
General and administrative to related
party 52,374 44,914
Management fee to related party 6,269 26,295
________ ________
144,265 157,075
________ ________
Net (loss) income ($ 40,460) $ 46,089
======== ========
Net (loss) income per equivalent
limited partnership unit ($ 2.11) $ 1.48
======== ========
Weighted average number of
equivalent limited partnership
units outstanding during the period 18,960 26,975
======== ========
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 three months ended March 31, 2003
(Unaudited)
General Limited Partners
Partner Units Amount Total
_______ _____ ______ _____
Balance, January 1, 2003 $(63,244) 64,773 $5,644,713 $5,581,469
Cash distributions (10,500) - (1,039,500) (1,050,000)
Net loss (405) - (40,055) (40,460)
________ ______ __________ __________
Balance, March 31, 2003 $(74,149) 64,773 $4,565,158 $4,491,009
======== ====== ========== ==========
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 three months ended March 31, 2003 and 2002
(Unaudited)
2003 2002
________ ________
Cash flows from operating activities:
Net (loss) income $ (40,460) $ 46,089
__________ __________
Adjustments to reconcile net (loss) income to
net cash used in operating activities:
Depreciation 42,875 47,912
Gain on sale of equipment, net - (14,854)
(Increase) decrease in accounts
receivable (28,144) (22,963)
(Increase) decrease in due from related
parties (898) (70,713)
Increase (decrease) in lease rents paid
in advance 6,494 (64,745)
Increase (decrease) in accounts payable
and accrued expenses 52,467 5,360
Increase (decrease) in due to related
parties (46,168) (8,736)
Increase (decrease) in security deposits 12,704 -
__________ __________
39,330 (128,739)
__________ __________
Net cash used in operating activities (1,130) (82,650)
__________ __________
Cash flows from investing activities:
Acquisition of equipment, net (85,400) -
Proceeds from direct financing leases,
net of earned income 152,325 1,096,018
Net investment in direct financing leases (1,754,955) -
Proceeds from sale of equipment - 35,000
__________ __________
Net cash (used in) provided by
investing activities (1,688,030) 1,131,018
__________ __________
Cash flows from financing activities:
Distributions (1,050,000) (1,100,016)
__________ __________
Net cash used in financing activities (1,050,000) (1,100,016)
__________ __________
Decrease in cash and cash equivalents (2,739,160) (51,648)
Cash and cash equivalents, beginning
of period 4,979,885 3,877,912
__________ __________
Cash and cash equivalents, end of period $2,240,725 $3,826,264
========== ==========
Supplemental disclosure on non-cash investing activities:
Equipment held for sale or lease transferred
to net investment in direct financing leases $ 198,664 $ -
========== ==========
The accompanying notes are an integral part of these financial statements.
5
FIDELITY LEASING INCOME FUND VII, L.P.
NOTES TO FINANCIAL STATEMENTS
March 31, 2003
(Unaudited)
BASIS OF PRESENTATION
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. These condensed financial statements
should be read with the audited financial statements and notes thereto as of
December 31, 2002 and for the year then ended. The results for the three
months ended March 31, 2003 are not necessarily indicative of the results that
may be expected for the year ended December 31, 2003.
1. RECENT ACCOUNTING PRONOUNCEMENTS
The Fund adopted FASB Interpretation 45 (FIN 45), "Guarantor's Accounting
and Disclosure Requirements for Guarantees, including Indirect
Guarantees of Indebtedness of Others" on January 1, 2003. FIN 45 requires
a guarantor entity, at the inception of a guarantee covered by the
measurement provisions of the interpretation, to record a liability for
the fair value of the obligation undertaken in issuing the guarantee.
FIN 45 applies prospectively to guarantees the Fund issues or
modifies subsequent to December 31, 2002. The adoption of FIN 45 did not
have a material impact on the financial position or results of operations
of the Fund.
In January 2003, the FASB issued FIN 46 "Consolidation of Variable Interest
Entities". FIN 46 clarifies the application of Accounting Research
Bulletin 51, "Consolidated Financial Statements", for certain entities
that do not have sufficient equity at risk for the entity to finance its
activities without additional subordinated financial support from other
parties or in which equity investors do not have the characteristics of a
controlling financial interest ("variable interest entities"). Variable
interest entities within the scope of FIN 46 will be required to be
consolidated by their primary beneficiary. The primary beneficiary of a
variable interest entity is determined to be the party that absorbs a
majority of the entity's expected losses, receives a majority of its
expected returns, or both. FIN 46 applies immediately to variable interest
entities created after January 31, 2003, and to variable interest entities
in which an enterprise obtains an interest after that date. It applies in
the first fiscal year or interim period beginning after June 15, 2003, to
variable interest entities in which an enterprise holds a variable interest
that it acquired before February 1, 2003. The Fund is in the process of
determining what impact, if any, the adoption of the provisions of FIN 46
will have upon its financial condition or results of operations. The Fund
does not anticipate FIN 46 to have a material impact on the financial
position or results of operations of the Fund.
6
FIDELITY LEASING INCOME FUND VII, L.P.
NOTES TO FINANCIAL STATEMENTS
March 31, 2003
(Unaudited)
2. EQUIPMENT LEASED
The Fund has equipment leased under the direct financing method in
accordance with Statement of Financial Accounting Standards No. 13.
This method provides for recognition of income (the excess of the ag-
gregate future rentals and estimated unguaranteed residuals upon expi-
ration 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 30 to 60 months.
Unguaranteed residuals for direct financing leases represent the esti-
mated amounts recoverable at lease termination from lease extensions
or disposition of the equipment. The Fund reviews these residual
values quarterly. If the equipment's fair market value at lease expi-
ration is below the estimated residual value, an adjustment is made.
The approximate net investment in direct financing leases as of
March 31, 2003 is as follows (unaudited):
Minimum lease payments to be received $2,129,000
Unguaranteed residuals 274,000
Unearned rental income (357,000)
Unearned residual income (86,000)
__________
$1,960,000
==========
The Fund also has equipment under operating leases. The Fund's operating
leases are for initial lease terms of 21 to 58 months. Generally,
operating leases will not recover all of the undepreciated cost and
related expenses of its rental equipment during the initial lease terms
and so, 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
7
FIDELITY LEASING INCOME FUND VII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
2. EQUIPMENT LEASED (continued)
competitive factors in the marketplace are considered among other things,
as part of this review. In accordance with accounting principles gener-
ally 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. There were no write-downs of equipment to net
realizable value recorded during the three months ended March 31, 2003
and 2002.
The future approximate minimum rentals to be received on noncancellable
direct financing and operating leases as of March 31, 2003 are as
follows:
Years Ending December 31 Direct Financing Operating
________________________ ________________ _________
2003 $ 385,000 $81,000
2004 497,000 -
2005 486,000 -
2006 399,000 -
2007 358,000 -
Thereafter 4,000 -
__________ _______
$2,129,000 $81,000
========== =======
3. RELATED PARTY TRANSACTIONS
The General Partner receives 5% of rental payments on equipment under
operating leases and 2% of rental payments (as opposed to earned income)
on full pay-out leases for administrative and management services per-
formed on behalf of the Fund. Full pay-out leases are noncancellable
leases for which the rental payments during the initial term 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 connection 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.
8
FIDELITY LEASING INCOME FUND VII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
3. RELATED PARTY TRANSACTIONS (continued)
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. Fol-
lowing is a summary of fees and costs of services and materials charged
by the General Partner or its parent company during the three months
ended March 31, 2003 and 2002 (unaudited):
2003 2002
________ ________
Management fee $ 6,269 $26,295
Reimbursable costs 52,374 44,914
The Fund keeps its checking and investment accounts at The Bancorp Bank
("TBB"). The son and the spouse of the Chairman of Resource America, Inc.
are the Chairman and Chief Executive Officer, respectively, of TBB.
The Fund maintains a normal banking relationship with TBB.
Amounts due from related parties at March 31, 2003 and December 31,
2002 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 March 31, 2003 and December 31, 2002
represent monies due to the General Partner and/or its parent company
for the fees and costs mentioned above, as well as, rentals and sales
proceeds collected by the Fund on behalf of other affiliated funds.
4. CASH DISTRIBUTION
The General Partner declared and paid cash distributions of $50,000 and
$1,000,000 during the first quarter of 2003 for the months of November and
December 2002, respectively.
The General Partner declared cash distributions of $50,000, $50,000
and $1,000,000 subsequent to March 31, 2003 for the months ended
January 31, February 28 and March 31, 2003 to all admitted partners as
of January 31, February 28 and March 31, 2003.
9
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 $103,805 and
$203,164 for the three months ended March 31, 2003 and 2002, respec-
tively. Earned income from direct financing leases and rental income
from the leasing of equipment accounted for 80% and 73% of total revenues
for the first quarter of 2003 and 2002, respectively. The decrease in total
revenues was primarily attributable to the decrease in earned income on
direct financing leases. Earned income on direct financing leases decreased
in 2003 because of the termination of certain direct financing leases during
2002 as well as the normal monthly amortization of unearned income using the
interest method. The overall decrease in earned income on direct financing
leases was reduced by the increase in earned income of approximately $27,000
resulting from investments made in direct financing leases since March 2002.
The decrease in net gain on sale of equipment also accounted for the overall
decrease in revenues during the first quarter of 2003. The Fund recorded no
net gain on sale of equipment for the first quarter of 2003 compared to a
net gain on sale of equipment of $14,854 for the first quarter of 2002.
The decrease in interest income contributed to the overall decrease in
revenues for the quarter ended March 31, 2003, as well. Interest income
decreased by approximately $7,000 during the first quarter of 2003 compared
to the same period in 2002 due to lower cash balances available for invest-
ment by the Fund. The cash invested by the Fund was lower at March 31, 2003
because of significant cash distributions paid to partners during 2002 and
2003 in conformity with the dissolution of the Fund. Furthermore, other
income decreased in 2003 because of the decrease in late fees collected
on delinquent rents paid. The decrease in this account also contributed
to the decrease in total revenues during the first quarter of 2003.
Expenses were $144,265 and $157,075 during the three months ended
March 31, 2003 and 2002, respectively. Depreciation expense comprised 30%
and 31% of total expenses during the first quarter of 2003 and 2002,
respectively. The decrease in depreciation expense contributed to the overall
decrease in expenses in 2003. This account decreased because of equipment
that terminated and was sold during the first quarter of 2002. Additionally,
the decrease in management fee to related party also accounted for the
decrease in expenses during the first quarter of 2003. The decrease in this
account resulted from the decrease in rentals earned on both operating and
direct financing leases during the current period. The increase in general
and administrative expense and general and administrative expense to related
party reduced the amount of the overall decrease in expenses during the
first quarter of 2003. General and administrative expense increased during
2003 because of an accrual made for New Jersey filing fees. The state of
New Jersey enacted legislation during 2002 that requires a partnership to
pay a per partner filing fee to the state with its tax return. General
and administrative expense to related party increased by approximately
$7,000 due to an increase in costs incurred by the General Partner to manage
the Fund on a daily basis.
10
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)
For the three months ended March 31, 2003 and 2002, the Fund had
net income (loss) of ($40,460) and $46,089, respectively. The net income
(loss) per equivalent limited partnership unit, after income (loss) allocated
to the General Partner was ($2.11) and $1.48 based on a weighted average
number of equivalent limited partnership units outstanding of 18,960 and
26,975 for the three months ended March 31, 2003 and 2002, respectively.
The Fund generated $2,415 and $79,147 of cash from operations, for the
purpose of determining cash available for distribution, during the quarter
ended March 31, 2003 and 2002, respectively. There were no cash distribu-
tions paid to partners during the first quarter of 2003 and 2002 for the
three months ended March 31, 2003 and 2002. However, the General Partner
declared and paid cash distributions of $50,000 and $1,000,000 during the
first quarter of 2003 for the months ended November 30 and December 31,
2002, respectively. Subsequent to March 31, 2003, the General Partner declared
and paid two cash distributions of $50,000 each and one cash distribution
of $1,000,000 to partners totaling $1,100,000 for the first quarter of
2003. Subsequent to March 31, 2002, the General Partner declared
and paid two cash distributions of $50,000 each and one cash distribution of
$500,000 to partners totaling $600,000 for the first quarter of 2002. The
Fund used the cash available from previous periods that was not distributed
to partners to pay cash distributions for the first quarter of 2003 and 2002
that exceeded the amount of cash available from operations for these periods.
For financial statement purposes, the Fund records cash distributions to
partners on a cash basis in the period in which they are paid.
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
liquidated as promptly as is consistent with obtaining their fair value.
During this time, the Fund will continue to look for opportunities to
purchase equipment under operating leases or invest in direct financing
leases with cash available from operations that was not distributed to
partners in previous periods and for lease terms consistent with the plan
of dissolution. The Fund invested $1,953,619 in direct financing leases
during the quarter ended March 31, 2003.
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.
11
FIDELITY LEASING INCOME FUND VII, L.P.
Item 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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
deficiencies and material weaknesses.
12
Part II: Other Information
FIDELITY LEASING INCOME FUND VII, L.P.
March 31, 2003
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:
a) 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
13
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.
5-15-03 By: /s/ Crit DeMent
____________________________
Crit DeMent
Chairman of the Board of Directors
of LEAF Financial Corporation
(Principal Executive Officer)
5-15-03 By: /s/ Miles Herman
____________________________
Miles Herman
President and Director of
LEAF Financial Corporation
5-15-03 By: /s/ Freddie M. Kotek
____________________________
Freddie M. Kotek
Director of LEAF Financial Corporation
5-15-03 By: /s/ Marianne T. Schuster
____________________________
Marianne T. Schuster
Vice President of Accounting of
LEAF Financial Corporation
(Principal Financial Officer)
14
CERTIFICATIONS
I, Crit DeMent, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Fidelity Leasing
Income Fund 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 auditors and the audit
committee of registrant'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.
15
CERTIFICATIONS (continued)
Date: May 15, 2003
/s/ Crit DeMent
____________________________
Crit DeMent
Chairman of the Board of Directors of LEAF Financial Corporation,
The General Partner
(Principal Executive Officer)
16
CERTIFICATIONS
I, Marianne T. Schuster, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Fidelity Leasing
Income Fund 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 auditors and the audit
committee of registrant'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.
17
CERTIFICATIONS (continued)
Date: May 15, 2003
/s/ Marianne T. Schuster
____________________________
Marianne T. Schuster
Vice President of Accounting of LEAF Financial Corporation,
The General Partner
(Principal Financial Officer)
18
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 March 31, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Crit 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 DeMent
________________________
Crit DeMent
Principal Executive Officer of LEAF Financial Corporation
May 15, 2003
19
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 March 31, 2003 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
May __, 2003
20