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, 2004
/ / 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: 0-18497
Fidelity Leasing Income Fund VI, L.P.
____________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 23-2540929
____________________________________________________________________________
(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 19
Part I: Financial Information
Item 1: Financial Statements
FIDELITY LEASING INCOME FUND VI, L.P.
STATEMENT OF NET ASSETS IN LIQUIDATION
ASSETS
(Unaudited) (Audited)
March 31, December 31,
2004 2003
______________ _____________
Cash and cash equivalents $1,629,899 $ 151,314
Accounts receivable - 57,754
Due from related parties - 185,114
Net investment in direct financing leases - 1,443,944
Note receivable - 85,840
__________ __________
Total assets $1,629,899 $1,923,966
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Lease rents paid in advance $ - $ 55,645
Accounts payable and accrued expenses - 95,238
Distributions payable 1,628,227 -
Security deposits - 11,852
Due to related parties 1,672 92,873
__________ __________
Total liabilities 1,629,899 255,608
Partners' capital - 1,668,358
__________ __________
Total liabilities and
partners' capital $1,629,899 $1,923,966
=========== ==========
The accompanying notes are an integral part of these financial statements.
2
FIDELITY LEASING INCOME FUND VI, L.P.
STATEMENT OF CHANGES OF NET ASSETS IN LIQUIDATION
For the three months ended March 31, 2004
(Unaudited)
2004
________
Income:
Earned income on direct financing
leases $ 17,969
Rentals 40,455
Interest 2,166
Gain on sale of equipment, net 715
________
61,305
________
Expenses:
Depreciation -
General and administrative 31,890
General and administrative to related party 66,926
Management fee to related party 2,532
________
101,438
________
Net loss ($ 40,133)
========
Net loss per equivalent
limited partnership unit ($ 2.96)
========
Weighted average number of
equivalent limited partnership
units outstanding during the period 13,445
========
Net assets in liquidation at January 1, 2004 $1,668,358
Cash distributions declared -
Limited Partners (1,611,943)
Cash distributions declared -
General Partner (16,282)
Net loss (40,133)
__________
Net assets in liquidation at March 31, 2004 $ -
==========
The accompanying notes are an integral part of these financial statements.
3
FIDELITY LEASING INCOME FUND VI, L.P.
STATEMENT OF OPERATIONS
For the three months ended March 31, 2003
(Unaudited)
2003
________
Income:
Earned income on direct financing
leases $ 28,942
Rentals 49,821
Interest 15,592
Other 3,098
________
97,453
________
Expenses:
Depreciation 32,736
General and administrative 47,834
General and administrative to related party 43,948
Management fee to related party 7,819
________
132,337
________
Net loss ($ 34,884)
========
Net loss per equivalent
limited partnership unit ($ 1.88)
========
Weighted average number of
equivalent limited partnership
units outstanding during the period 18,380
========
The accompanying notes are an integral part of these financial statements.
4
FIDELITY LEASING INCOME FUND VI, L.P.
STATEMENTS OF CASH FLOWS
For the three months ended March 31, 2004 and 2003
(Unaudited)
2004 2003
__________ __________
Cash flows from operating activities:
Net loss $ (40,133) $ (34,884)
__________ __________
Adjustments to reconcile net (loss) income
to net cash provided by operating
activities:
Depreciation - 32,736
Gain on sale of equipment, net (715) -
Decrease in accounts receivable 57,754 (64,802)
Decrease in due from related parties 185,114 39,361
Decrease in note receivable 85,840 -
Decrease in lease rents paid in advance (55,645) (3,945)
Increase (decrease) in accounts payable
and accrued expenses (95,236) 25,034
Increase (decrease) in due to related parties (91,201) (15,760)
Increase (decrease) in security deposits (11,852) 11,827
__________ __________
74.059 24,451
__________ __________
Net cash used in operating activities 33,926 (10,433)
__________ __________
Cash flows from investing activities:
Principal payments on note receivable - 3,709
Proceeds from sale of equipment 1,444,659 115,500
Proceeds from direct financing leases,
net of earned income - 262,359
Investment in direct financing leases - (497,370)
__________ __________
Net cash (used in) provided by
investing activities 1,444,659 (115,802)
__________ __________
Cash flows from financing activities:
Distributions - (1,070,000)
__________ __________
Net cash used in financing activities - (1,070,000)
__________ __________
Decrease in cash and cash equivalents 1,478,585 (1,196,235)
Cash and cash equivalents, beginning
of period 151,314 2,889,654
__________ __________
Cash and cash equivalents, end of period $1,629,899 $1,693,419
========== ==========
Supplemental disclosure on non-cash activities:
Distributions declared not paid $1,628,227 -
========== ==========
The accompanying notes are an integral part of these financial statements.
5
FIDELITY LEASING INCOME FUND VI, L.P.
NOTES TO FINANCIAL STATEMENTS
March 31, 2004
(Unaudited)
BASIS OF PRESENTATION
The financial statements after September 30, 2003 have been prepared on a
liquidation basis of accounting, whereby the remaining assets and liabilities
have been revalued to the amount expected to be paid or collected during
liquidation.
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 regula-
tions of the Securities and Exchange Commission. In the opinion of Management,
all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. These condensed financial state-
ments should be read with the audited financial statements and notes thereto
as of December 31, 2003 and for the year then ended.
1. RECENT ACCOUNTING PRONOUNCEMENTS
The Fund adopted Financial Accounting Standards Board ("FASB") Inter-
pretation 45, "Guarantor's Accounting and Disclosure Requirements for
Guarantees, including Indirect Guarantees of Indebtedness of Others"
("FIN 45") 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 FASB Interpretation 46 (FIN 46), "Con-
solidation of Variable Interest Entities." FIN 46 clarifies the applica-
tion of Accounting Research Bulletin 51, "Consolidated Financial State-
ments," to certain entities in which voting rights are not effective in
identifying the investor with the controlling financial interest. An
entity is subject to consolidation under FIN 46 if the investors either
do not have sufficient equity at risk for the entity to finance its
activities without additional subordinated financial support, are unable
to direct the entity's activities, or are not exposed to the entity's
losses or entitled to its residual returns ("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.
Subsequent to the issuance of FIN 46, the FASB issued a revised inter-
pretation, FIN 46 (R), the provisions of which must be applied to certain
6
FIDELITY LEASING INCOME FUND VI, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
1. RECENT ACCOUNTING PRONOUNCEMENTS (Continued)
variable interest entities by March 31, 2004. The adoption of FIN 46 (R)
did not have a material impact on the Funds financial position or results
of operations.
The FASB issued SFAS No. 150, "Accounting for Certain Financial Instru-
ments with Characteristics of Both Liabilities and Equity," on May 15,
2003. SFAS 150 changes the classification in the statement of financial
position of certain common financial instruments from either equity or
mezzanine presentation to liabilities and requires an issuer of those
financial statements to recognize changes in fair value or redemption
amount, as applicable, in earnings. SFAS 150 is effective for public
companies for financial instruments entered into or modified after
May 31, 2003 and is effective at the beginning of the first interim
period beginning after June 15, 2003. The adoption of SFAS 150 did not
have a material impact on the Fund's financial position or results of
operations.
2. LIQUIDATION
On August 25, 2003 the General Partner issued a letter to the Limited
Partners informing them that the Fund was in the final phase of
liquidation. On February 27, 2004 the Fund sold the outstanding
lease portfolio on its books for a sale price of $1,218,242. The
aggregate purchase price is an amount equal to the book value, which
approximates fair value, of each of the leases in the portfolio as of
the date of sale. In order to effect an orderly, timely and complete
liquidation of the Fund in a single transaction, the portfolio was
acquired by a company related to the General Partner.
The General Partner declared a cash distribution of $1,628,225 during
the quarter ended March 31, 2004 for the liquidation of the Fund. The
distribution was paid in early April 2004.
3. EQUIPMENT LEASED
The Fund had 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 unguaranteed residual 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 were for
initial lease terms ranging from 24 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.
7
FIDELITY LEASING INCOME FUND VI, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
4. RELATED PARTY TRANSACTIONS
The General Partner received 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 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, 1990 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 actual operations, the
Fund was not required to pay any 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
months ended March 31, 2004 and 2003 (unaudited):
2004 2003
________ ________
Management fee $ 2,532 $ 7,819
Reimbursable costs 66,926 43,948
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 December 31, 2003 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 December 31, 2003 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.
8
FIDELITY LEASING INCOME FUND VI, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
4. RELATED PARTY TRANSACTIONS (Continued)
On August 25, 2003 the General Partner issued a letter to the Limited
Partners informing them that the Fund was in the final phase of
liquidation. On February 27, 2004 the Fund sold the outstanding lease
portfolio on its books for a sale price of $1,218,242. The aggregate
purchase price is an amount equal to the book value, which approximates
fair value, of each of the leases in the portfolio as of the date of sale.
In order to effect an orderly, timely and complete liquidation of the
Fund in a single transaction, the portfolio was acquired by a company
related to the General Partner.
5. CASH DISTRIBUTIONS
The General Partner declared a cash distribution of $1,628,225 during
the quarter ended March 31, 2004 for the liquidation of the Fund. The
distribution was paid in early April 2004.
9
FIDELITY LEASING INCOME FUND VI, L.P.
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Fidelity Leasing Income Fund VI, L.P. had revenues of $61,305 and
$97,453 for the three months ended March 31, 2004 and 2003, respectively.
Earned income on direct financing leases and rental income from the leasing
of equipment accounted for 69% and 81% of total revenues for the first
quarter of 2004 and 2003, respectively. The decrease in total revenues
during the first quarter of 2004 was primarily attributable to the decrease
in earned income on direct financing leases. The decrease in this account
resulted from the liquidation of the portfolio. Rental income for the period
ended March 31, 2004 decreased slightly over the same period in the prior year.
The decrease was related to a smaller portfolio due to planned liquidation and
in 2004 certain rental agreements were settled. The decrease in interest
income also contributed to the overall decrease in revenues during the first
quarter of 2004. Interest income decreased by approximately $13,000 during the
three months ended March 31, 2004 because of lower cash balances available for
investment by the Fund resulting from significant cash distributions made to
partners during 2003 in conformity with the dissolution of the Fund.
Expenses were $101,438 and $132,337 for the three months ended March 31,
2004 and 2003, respectively. The overall decrease in expenses was attributable
to the liquidation of the portfolio in the first quarter of 2004. The
decrease in total expenses was primarily related to the decrease in manage-
ment fee to related party during the first quarter of 2004. Management fee
to related party decreased because of the decrease in rentals received on
direct financing leases during the first quarter of 2004. The increase in
general and administrative expense to related parties reduced the overall
decrease in expenses in the first quarter of 2004. This account increased
because of the increase in various expenses incurred and accrued to administer
and liquidate the Fund.
For the three months ended March 31, 2004 and 2003, the Fund had net
loss of $40,133 and $34,884, respectively. The net loss per equivalent
limited partnership unit, after net loss allocated to the General Partner,
was $2.96 and $1.88 based on a weighted average number of equivalent limited
partnership units outstanding of 13,445 and 18,380 for the three months ended
March 31, 2004 and 2003, respectively.
The Fund used cash from operations of ($40,848) and ($2,148) for the
purpose of determining cash available for distribution during the quarter
ended March 31, 2004 and 2003, respectively. There were no cash distributions
paid to partners during the first quarter of 2004 and no cash distributions
were paid to partners during the first quarter of 2003 for the three months
ended March 31, 2004 and 2003. Subsequent to March 31, 2003, the General
Partner declared and paid two cash distributions of $35,000 each and one cash
distribution of $1,000,000 to partners totaling $1,070,000 for the first
quarter of 2003. For financial statement purposes, the Fund records cash
distributions to partners in the period in which they are declared.
10
FIDELITY LEASING INCOME FUND VI, L.P.
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
ANALYSIS OF FINANCIAL CONDITION
On August 25, 2003 the General Partner issued a letter to the Limited
Partners informing them that the Fund was in the final phase of liquidation.
On February 27, 2004 the Fund sold the outstanding lease portfolio on its
books for a sale price of $1,218,242. The aggregate purchase price is an
amount equal to the book value, which approximates fair value, of each of
the leases in the portfolio as of the date of sale. In order to effect an
orderly, timely and complete liquidation of the Fund in a single transaction,
the portfolio was acquired by a company related to the General Partner.
The cash position of the Fund was reviewed daily and cash was invested
on a short-term basis. The General Partner declared a cash distribution of
$1,628,225 during the quarter ended March 31, 2004 for the liquidation of the
Fund. The distribution was paid in early April 2004.
Item 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
All of our assets and liabilities are denominated in U.S. dollars, and
as a result, we do not have exposure to currency exchange risks.
We do not engage in any interest rate, foreign currency exchange rate or
commodity price-hedging transactions, and as a result, we do not have exposure
to derivatives risk.
Item 4: CONTROLS AND PROCEDURES
a) Evaluation of disclosure controls and procedures: Based on their
evaluation of the Fund's disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")),
the principal executive officer and principal financial officer of LEAF
Financial Corporation, the General Partner of the Fund, have concluded that
as of the end of the period covered by this Quarterly Report of Form 10-Q,
such disclosure controls and procedures are effective to ensure that infor-
mation required to be disclosed by the Fund in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and re-
ported within the time periods specified in Securities and Exchange Commis-
sion rules and forms.
b) Changes in internal control over financial reporting: During the quarter
under report, there was no change in the Fund's internal control over financial
reporting that has materially affected, or is reasonably likely to materially
affect, the Fund's internal control over financial reporting.
11
Part II: Other Information
FIDELITY LEASING INCOME FUND VI, L.P.
March 31, 2004
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:
3(a) & 4 Amended and Restated Agreement of
Limited Partnership*
31.1 Rule 13a-14(a)/15d-14(a) Certification
31.2 Rule 13a-14(a)/15d-14(a) Certification
32.1 Section 1350 Certification
32.2 Section 1350 Certification
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 VI, L.P.
5-5-04 By: /s/ Crit DeMent
____________________________
Crit DeMent
Chairman of the Board of Directors
of LEAF Financial Corporation
(Principal Executive Officer)
5-5-04 By: /s/ Robert K. Moskovitz
____________________________
Robert K. Moskovitz
Chief Financial Officer and Treasurer
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 Fund VI, L.P.;
2. Based on my knowledge, this report does not contain any untrue
statement of a 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the ef-
fectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal
controls over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal controls over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal controls over financial re-
porting, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; 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
over financial reporting.
14
CERTIFICATIONS (continued)
Date: May 5, 2004
/s/ Crit DeMent
____________________________
Crit DeMent
Chairman of the Board of Directors of LEAF Financial Corporation,
The General Partner
(Principal Executive Officer)
15
Exhibit 31.2
CERTIFICATIONS
I, Robert K. Moskovitz, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Fidelity Leasing
Income Fund VI, L.P.;
2. Based on my knowledge, this report does not contain any untrue
statement of a 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the ef-
fectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal
controls over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal controls over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal controls over financial re-
porting, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; 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
over financial reporting.
16
CERTIFICATIONS (continued)
Date: May 5, 2004
/s/ Robert K. Moskovitz
____________________________
Robert K. Moskovitz
Chief Financial Officer and Treasurer of LEAF Financial Corporation,
The General Partner
(Principal Financial Officer)
17
Exhibit 32.1
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 VI,
L.P. (the "Fund") on Form 10-Q for the period ended September 30, 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 5, 2004
18
Exhibit 32.2
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 VI,
L.P. (the "Fund") on Form 10-Q for the period ended September 30, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Robert K. Moskovitz, 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/ Robert K. Moskovitz
________________________
Robert K. Moskovitz
Principal Financial Officer of LEAF Financial Corporation
May 5, 2004
19