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: 0-20131
Fidelity Leasing Income Fund VIII, L.P.
____________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 23-2627143
____________________________________________________________________________
(State of organization) (I.R.S. Employer Identification No.)
1845 Walnut Street, Suite 1000, Philadelphia, Pennsylvania 19106
____________________________________________________________________________
(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 VIII, L.P.
STATEMENT OF NET ASSETS IN LIQUIDATION
ASSETS
(Unaudited) (Audited)
March 31, December 31,
2004 2003
________ ________
Cash and cash equivalents $822,566 $ 75,163
Accounts receivable - 25,116
Due from related parties - 319,818
Net investment in direct
financing leases - 699,393
________ __________
Total assets $822,566 $1,119,490
======== ==========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Lease rents paid in advance $ - $ 7,574
Accounts payable and
accrued expenses - 67,643
Distributions payable 724,216 30,000
Security Deposits - 9,354
Due to related parties 98,350 136,912
________ __________
Total liabilities - 251,483
Partners' capital - 868,007
________ __________
Total liabilities and
partners' capital $822,566 $1,119,490
======== ==========
The accompanying notes are an integral part of these financial statements.
2
FIDELITY LEASING INCOME FUND VIII, 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 11,214
Interest 982
Gain on sale of equipment, net 5,961
________
18,157
________
Expenses:
General and administrative 150,763
General and administrative to related party 40,784
Management fees to related party 402
________
191,949
________
Net loss ($173,792)
========
Net loss per equivalent
limited partnership unit ($ 40.58)
========
Weighted average number of
equivalent limited partnership
units outstanding during the period 4,240
========
Net assets in liquidation at January 1, 2004 $ 868,007
Cash distributions declared - Limited Partners (687,273)
Cash distributions declared - General Partner (6,942)
Net loss (173,792)
__________
Net assets in liquidation at March 31, 2004 $ -
==========
The accompanying notes are an integral part of these financial statements.
3
FIDELITY LEASING INCOME FUND VIII, L.P.
STATEMENT OF OPERATIONS
For the three months ended March 31, 2003
(Unaudited)
2003
________
Income:
Earned income on direct financing leases $10,594
Rentals 4,016
Interest 9,886
Other 1,626
_______
26,122
_______
Expenses:
General and administrative 28,764
General and administrative to related
party 23,034
Management fee to related party 2,811
_______
54,609
_______
Net loss ($28,487)
=======
Net loss per equivalent
limited partnership unit ( $ 3.83)
=======
Weighted average number of
equivalent limited partnership
units outstanding during the period 7,355
=======
The accompanying notes are an integral part of these financial statements.
4
FIDELITY LEASING INCOME FUND VIII, 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 ($173,792) $ (28,487)
________ __________
Adjustments to reconcile net (loss) income to
net cash (used in) provided by operating activities:
Depreciation - -
Gain on sale of equipment, net (5,961) -
(Increase) decrease in accounts receivable 25,116 5,284
Increase (decrease) in security deposits (9,354) 6,293
Increase (decrease) in lease rents paid in advance (7,574) 1,707
Increase (decrease) in accounts payable and
accrued expenses (67,642) (1,074)
Decrease in due to related parties (38,562) (10,064)
Decrease in due from related parties 319,818 -
________ __________
215,841 2,146
________ __________
Net cash (used in) provided by operating
activities 42,049 (26,341)
________ __________
Cash flows from investing activities:
Acquisition of equipment, net - (68,652)
Investment in direct financing leases - (333,927)
Proceeds from direct financing leases,
net of earned income 705,354 121,938
________ __________
Net cash (used in) provided by
investing activities 705,354 (280,641)
________ __________
Cash flows from financing activities:
Distributions - (530,000)
________ __________
Net cash used in financing activities - (530,000)
________ __________
Increase (decrease) in cash and cash equivalents 747,403 (836,982)
Cash and cash equivalents, beginning of period 75,163 2,222,845
________ __________
Cash and cash equivalents, end of period $822,566 $1,385,863
======== ==========
Supplemental disclosure on non-cash investing activities:
Equipment held for sale or lease transferred
to net investment in direct financing leases $ - $ 10,359
Distributions declared not paid $694,215 $ -
The accompanying notes are an integral part of these financial statements.
5
FIDELITY LEASING INCOME FUND VIII, 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.
6
FIDELITY LEASING INCOME FUND VIII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2004
1. RECENT ACCOUNTING PRONOUNCEMENTS (Continued)
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
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 $663,366. The aggregate purchase price
is an amount equal to the book value, which approximates fair market 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 $694,215 during the
quarter ended March 31, 2004 which represented a liquidating distribution.
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
expiration of the lease over the related equipment cost) over the
life of the lease using the interest method. The Fund's direct financ-
ing leases were for initial lease terms ranging from 24 to 60 months.
Unguaranteed residuals for direct financing leases represent the
estimated amounts recoverable at lease termination from lease exten-
7
FIDELITY LEASING INCOME FUND VIII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
3. EQUIPMENT LEASED (Continued)
sions or disposition of the equipment. The Fund reviews these resid-
ual values quarterly. If the equipment's fair market value is below
the estimated residual value, an adjustment is made.
The Fund also had equipment under an operating lease that terminated at
June 30, 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 for the three
months ended March 31, 2004 and 2003. As of December 31, 2003, equip-
ment under operating leases was fully depreciated.
4. RELATED PARTY TRANSACTIONS
The General Partner received 4% 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
performed on behalf of the Fund. Full pay-out leases are noncancellable
leases for which the rental payments due during the initial term of the
lease are at least sufficient to recover the purchase price of the equip-
ment, including acquisition fees. This management fee is paid monthly
only if and when the Limited Partners have received distributions for the
period from the initial closing through the end of the most recent calendar
quarter equal to a return for such period at a rate of 11% 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 per-
formed 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 an
11% cumulative compounded priority return. Based on actual operations,
the Fund was not required to pay any fee to the General Partner.
Additionally, the General Partner and its parent company are reim-
bursed 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.
8
FIDELITY LEASING INCOME FUND VIII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
4. RELATED PARTY TRANSACTIONS (Continued)
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 $ 402 $ 2,811
Reimbursable costs 34,025 23,034
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.
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 $663,366. 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 $694,215 during the
quarter ended March 31, 2004 which represented a liquidating distribution.
The distribution was paid in early April 2004.
9
FIDELITY LEASING INCOME FUND VIII, L.P.
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Fidelity Leasing Income Fund VIII, L.P. had revenues of $18,157 and
$26,122 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 62% and 56% of total revenues for the first quarter
of 2004 and 2003, respectively. The decrease in revenues in 2004 was primarily
attributable to the liquidation of the portfolio of operating leases. This
reduction was offset by an increase in direct finance lease income as a result
of leases acquired in the third quarter of 2003. The decrease in interest
income also accounted for the decrease in revenues during the first quarter
of 2004. Interest income decreased due to lower cash balances available for
investment by the Fund during 2004 because of larger cash distributions made
to partners during 2003.
Expenses were $191,949 and $54,609 for the three months ended March 31,
2004 and 2003, respectively. The increase in expenses in 2004 was primarily
related to the increase in expense for New Jersey filing fees, which the Fund
initially began accruing in the second quarter of 2003. 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.
The Fund's net loss was $173,792 and $28,487 for the three months ended
March 31, 2004 and 2003, respectively. The net loss per equivalent limited
partnership unit, after loss allocated to the General Partner, was $40.58 and
$3.83 based on a weighted average number of equivalent limited partnership
units outstanding of 4,240 and 7,355 for the three months ended March 31, 2004
and 2003, respectively.
The Fund used $185,231 and $28,487 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. The General Partner de-
clared and paid cash distributions of $30,000 and $500,000 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 $30,000 each and one cash distribution of
$500,000 to partners totaling $560,000 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.
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 $663,366. The aggregate purchase price is an
amount equal to the book value, which approximates fair value, of each of the
10
FIDELITY LEASING INCOME FUND VIII, L.P.
ANALYSIS OF FINANCIAL CONDITION (Continued)
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
$694,215 during the quarter ended March 31, 2004, which represented a liquidat-
ing 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 VIII, 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 VIII, 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
CERTIFICATIONS
I, Crit DeMent, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Fidelity Leasing
Income Fund VIII, 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 VIII, 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 VIII,
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 VIII,
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