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: 0-19232
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 19
Part I: Financial Information
Item 1: Financial Statements
FIDELITY LEASING INCOME FUND VII, L.P.
STATEMENT OF NET ASSETS IN LIQUIDATION
ASSETS
(Unaudited) (Audited)
March 31, December 31,
2004 2003
___________ ____________
Cash and cash equivalents $2,482,224 $ 234,040
Accounts receivable - 91,820
Due from related parties 84,457 405,955
Net investment in direct financing leases - 2,453,012
Equipment under operating leases (net of
accumulated depreciation of $14,774 and
$14,774, respectively) - 73,868
Equipment held for sale or lease - 308,146
__________ __________
Total assets $2,566,681 $3,566,841
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Lease rents paid in advance $ - $ 29,035
Accounts payable and
accrued expenses - 83,431
Distributions payable 2,566,681 100,000
Security deposits - 13,061
Due to related parties - 766,566
__________ __________
Total liabilities - 992,093
Partners' capital - 2,574,748
__________ __________
Total liabilities and
partners' capital $2,566,681 $3,566,841
========== ==========
The accompanying notes are an integral part of these financial statements.
2
FIDELITY LEASING INCOME FUND VII, 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 $ 39,822
Rentals 15,457
Interest 4,550
Gain on sale of equipment, net 8,660
________
68,489
________
Expenses:
Depreciation 14,774
General and administrative 82,496
General and administrative to related party 78,053
Management fee to related party 1,223
________
176,546
________
Net loss ($108,057)
========
Net loss per equivalent
limited partnership unit ($ 8.41)
========
Weighted average number of
equivalent limited partnership
units outstanding during the period 12,721
========
Net assets in liquidation at January 1, 2004 $2,574,748
Cash distributions declared -
Limited Partners (2,442,024)
Cash distributions declared -
General Partner (24,667)
Net loss (108,057)
__________
Net assets in liquidation at March 31, 2004 $ -
==========
The accompanying notes are an integral part of these financial statements.
3
FIDELITY LEASING INCOME FUND VII, L.P.
STATEMENTS OF OPERATIONS
For the three months ended March 31, 2003
(Unaudited)
2003
________
Income:
Earned income on direct financing leases $ 30,852
Rentals 52,111
Interest 18,639
Other 2,203
________
103,805
________
Expenses:
Depreciation 42,875
General and administrative 42,747
General and administrative to related
party 52,374
Management fee to related party 6,269
________
144,265
________
Net loss ($ 40,460)
========
Net loss per equivalent
limited partnership unit ($ 2.11)
========
Weighted average number of
equivalent limited partnership
units outstanding during the period 18,960
========
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, 2004 and 2003
(Unaudited)
2004 2003
________ ________
Cash flows from operating activities:
Net loss $ (108,057) $ (40,460)
__________ __________
Adjustments to reconcile net (loss) income to
net cash used in operating activities:
Depreciation 14,774 42,875
Gain on sale of equipment, net (8,660) -
(Increase) decrease in accounts receivable 91,820 (28,144)
(Increase) decrease in due from related parties 321,489 (898)
Increase (decrease) in lease rents paid
in advance (29,035) 6,494
Increase (decrease) in accounts payable
and accrued expenses (83,432) 52,467
Decrease in due to related parties (766,566) (46,168)
Increase (decrease) in security deposits (13,061) 12,704
__________ __________
(472,671) 39,330
Increase (decrease) in security deposits (13,061) 12,704
__________ __________
(472,671) 39,330
__________ __________
Net cash used in operating activities (580,728) (1,130)
__________ __________
Cash flows from investing activities:
Acquisition of equipment, net - (85,400)
Proceeds from direct financing leases,
net of earned income 2,461,672 152,325
Proceeds from sale of equipment under
operating leases 367,240 -
Net investment in direct financing leases - (1,754,955)
__________ __________
Net cash (used in) provided by
investing activities 2,828,912 (1,688,030)
__________ __________
Cash flows from financing activities:
Distributions - (1,050,000)
__________ __________
Net cash used in financing activities - (1,050,000)
__________ __________
Decrease in cash and cash equivalents 2,248,184 (2,739,160)
Cash and cash equivalents, beginning
of period 234,040 4,979,885
__________ __________
Cash and cash equivalents, end of period $2,482,224 $2,240,725
========== ==========
Supplemental disclosure on non-cash investing activities:
Equipment held for sale or lease transferred
to net investment in direct financing leases $ - $ 198,664
Distributions declared not paid $2,566,681 $ -
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, 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. Certain 2003 amounts
have been reclassified to conform to the 2004 financial statement presentation.
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 VII, L.P.
NOTES TO FINANCIAL STATEMENTS
March 31, 2004
(Unaudited)
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 liquida-
tion. On February 27, 2004 the Fund sold the outstanding lease portfolio
on its books for a sale price of $2,173,147. 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 $2,466,691 during
the first quarter of 2004 which represented a final liquidating distribu-
tion. 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 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
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 VII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
3. EQUIPMENT LEASED (Continued)
The Fund had equipment under operating leases that terminated during
the second quarter of 2003. 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 competitive
factors in the marketplace are considered among other things, as part
of this review. 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. There were no write-downs of equipment to net
realizable value recorded during the three months ended March 31, 2004
and 2003.
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 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 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. 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, 2004 and 2003 (unaudited):
2004 2003
________ ________
Management fee $ 1,223 $ 6,269
Reimbursable costs 78,053 52,374
8
FIDELITY LEASING INCOME FUND VII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
4. RELATED PARTY TRANSACTIONS (Continued)
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, 2004 and 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.
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 liquida-
tion. On February 27, 2004 the Fund sold the outstanding lease portfolio
on its books for a sale price of $2,173,147. 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 DISTRIBUTION
The General Partner declared a cash distribution of $2,466,691 during
the first quarter of 2004 which represented a final liquidating distribu-
tion. The distribution was paid in early April 2004.
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 $68,489 and
$103,805 for the three months ended March 31, 2004 and 2003, respec-
tively. Earned income from direct financing leases and rental income
from the leasing of equipment accounted for 81% and 80% of total revenues
for the first quarter of 2004 and 2003, respectively. The decrease in total
revenues was primarily attributed to the decrease in earned income on rentals.
Rental income decreased approximately 70% to $15,457 from $52,111 as a result
of the planned wind down of the portfolio announced on August 25, 2003.
Earned income on direct financing leases increased as a result of additions
to the portfolio in 2003. These additions helped reduce the overall decrease
in income for the quarter ended March 31, 2004. The increase in net gain on
sale of equipment mitigated the overall decrease in revenues during the first
quarter of 2004. The Fund recorded a net gain on sale of equipment of $8,660
for the first quarter of 2004 and no net gain on sale of equipment for the
first quarter of 2003. The decrease in interest income contributed to the
overall decrease in revenues for the quarter ended March 31, 2004, as well.
Interest income decreased by approximately $14,000 during the first quarter
of 2004 compared to the same period in 2003 due to lower cash balances
available for investment by the Fund. The cash invested by the Fund was
lower at March 31, 2004 because of significant cash distributions paid to
partners during 2003 and 2004 in conformity with the dissolution of the Fund.
Expenses were $176,546 and $144,265 during the three months ended
March 31, 2004 and 2003, respectively. The increase in general and
administrative expense and general and administrative expense to related
party were the overriding cause of the overall increase in expenses between
the first quarters of 2004 and 2003. General and administrative expense
increased during 2004 because of accruals made for the liquidation of the Fund.
General and administrative expense to related party increased due to an in-
crease in costs incurred by the General Partner to manage and liquidate the
Fund. Depreciation expense for the three months ended March 31, 2004 de-
creased by approximately 66% from $42,875 to $14,774. This decrease was
the result of the portfolio liquidation that was announced on August 25, 2003.
For the three months ended March 31, 2004 and 2003, the Fund had net
loss of $108,057 and $40,460, respectively. The net loss per equivalent
limited partnership unit, after loss allocated to the General Partner was
$8.41 and $2.11 based on a weighted average number of equivalent limited
partnership units outstanding of 12,721 and 18,960 for the three months
ended March 31, 2004 and 2003, respectively.
The Fund (used) generated ($116,717) and $2,415 of cash from operations,
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 there
were no cash distributions 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 $50,000
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)
each and one cash distribution of $1,000,000 to partners totaling $1,100,000
for the first quarter of 2003. For financial statement purposes, the Fund
records cash distributions to partners on a cash basis in the period in which
they are declared.
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 $2,173,147. 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
$2,466,691 during the first quarter of 2004, which represented a final
liquidating distribution. 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 VII, 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 VII, 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 LEAF Financial Corporation
(Principal Financial Officer)
13
Exhibit 31.1
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 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 VII, 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 VII,
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 VII,
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
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