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 June 30, 2003 / / Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _____ to _____ Commission file number: 0-18497 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 _____ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes _____ No __X__ Page 1 of 21 Part I: Financial Information Item 1: Financial Statements FIDELITY LEASING INCOME FUND VI, L.P. BALANCE SHEETS ASSETS (Unaudited) (Audited) June 30, December 31, 2003 2002 ______________ _____________ Cash and cash equivalents $1,048,205 $2,889,654 Accounts receivable 13,379 6,612 Note receivable 92,469 - Due from related parties 52,092 68,611 Net investment in direct financing leases 1,059,978 775,005 Equipment under operating leases (net of accumulated depreciation of $183,557 and $640,681, respectively) 60,414 232,403 Equipment held for sale or lease - 566,500 __________ __________ Total assets $2,326,537 $4,538,785 ========== ========== LIABILITIES AND PARTNERS' CAPITAL Liabilities: Lease rents paid in advance $ 45,922 $ 64,034 Accounts payable and accrued expenses 74,690 81,455 Due to related parties 22,197 32,838 Security deposits 11,175 - __________ __________ Total liabilities 153,984 178,327 Partners' capital 2,172,553 4,360,458 __________ __________ Total liabilities and partners' capital $2,326,537 $4,538,785 ========== ========== The accompanying notes are an integral part of these financial statements. 2 FIDELITY LEASING INCOME FUND VI, L.P. STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Six Months Ended June 30 June 30 2003 2002 2003 2002 ____ ____ ____ ____ Income: Earned income on direct financing leases $29,576 $ 71,438 $ 58,518 $151,191 Rentals 32,790 42,230 82,611 91,413 Interest 8,185 23,515 23,777 48,414 Other 4,409 1,987 7,507 3,605 _______ ________ ________ ________ 74,960 139,170 172,413 294,623 _______ ________ ________ ________ Expenses: Depreciation 17,332 32,736 50,068 72,161 General and administrative 15,911 47,881 63,745 86,847 General and administrative to related party 47,287 36,894 91,235 79,937 Management fee to related party 5,798 28,536 13,617 50,481 Loss on sale of equipment, net 1,653 - 1,653 - _______ ________ ________ ________ 87,981 146,047 220,318 289,426 _______ ________ ________ ________ Net (loss) income ($13,021) ($ 6,877) ($ 47,905) $ 5,197 ======= ======== ======== ======== Net (loss) income per equivalent limited partnership unit $ (0.79) $ (0.26) $ (2.74) $ 0.00 ======= ======== ======== ======== Weighted average number of equivalent limited partner- ship units outstanding during the period 16,237 24,643 17,309 25,736 ======= ======== ======== ======== The accompanying notes are an integral part of these financial statements. 3 FIDELITY LEASING INCOME FUND VI, L.P. STATEMENT OF PARTNERS' CAPITAL For the six months ended June 30, 2003 (Unaudited) General Limited Partners Partner Units Amount Total _______ _____ ______ _____ Balance, January 1, 2003 ($23,899) 75,264 $4,384,357 $4,360,458 Cash distributions (21,400) - (2,118,600) (2,140,000) Net loss (479) - (47,426) (47,905) _______ ______ __________ __________ Balance, June 30, 2003 ($45,778) 75,264 $2,218,331 $2,172,553 ======= ====== ========== ========== 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 six months ended June 30, 2003 and 2002 (Unaudited) 2003 2002 __________ __________ Cash flows from operating activities: Net (loss) income $ (47,905) $ 5,197 __________ __________ Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation 50,068 72,161 Loss (gain) on sale of equipment, net 1,653 - (Increase) decrease in accounts receivable (6,767) 81,263 (Increase) decrease in due from related parties 16,519 15,159 Increase (decrease) in lease rents paid in advance (18,112) (13,298) Increase (decrease) in accounts payable and accrued expenses (6,765) 13,916 Increase (decrease) in due to related parties (10,641) (19,201) Increase (decrease) in security deposits 11,175 - __________ __________ 37,130 150,000 __________ __________ Net cash (used in) provided by operating activities (10,775) 155,197 __________ __________ Cash flows from investing activities: Investment in direct financing leases (497,370) - Proceeds from sale of equipment 235,768 - Proceeds from direct financing leases, net of earned income 563,397 2,161,412 Principal payments on note receivable 7,531 - __________ __________ Net cash provided by investing activities 309,326 2,161,412 __________ __________ Cash flows from financing activities: Distributions (2,140,000) (2,675,000) __________ __________ Net cash used in financing activities (2,140,000) (2,675,000) __________ __________ (Decrease) increase in cash and cash equivalents (1,841,449) (358,391) Cash and cash equivalents, beginning of period 2,889,654 4,177,291 __________ __________ Cash and cash equivalents, end of period $1,048,205 $3,818,900 ========== ========== Supplemental disclosure on non-cash investing activities: Equipment held for sale or lease transferred to net investment in direct financing leases $ 451,000 $ - ========== ========== The accompanying notes are an integral part of these financial statements. 5 FIDELITY LEASING INCOME FUND VI, L.P. NOTES TO FINANCIAL STATEMENTS June 30, 2003 (Unaudited) BASIS OF PRESENTATION The accompanying unaudited condensed financial statements have been prepared by the Fund in accordance with accounting principles generally accepted in the United States of America, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of Management, all ad- justments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These condensed financial statements should be read with the audited financial statements and notes thereto as of December 31, 2002 and for the year then ended. The results for the six months ended June 30, 2003 are not necessarily indicative of the results that may be expected for the year ended December 31, 2003. 1. RECENT ACCOUNTING PRONOUNCEMENTS The Fund adopted FASB Interpretation 45 (FIN 45), "Guarantor's Account- ing and Disclosure Requirements for Guarantees, including Indirect Guarantees of Indebtedness of Others" on January 1, 2003. FIN 45 re- quires a guarantor entity, at the inception of a guarantee covered by the measurement provisions of the interpretation, to record a liability for the fair value of the obligation undertaken in issuing the guarantee. FIN 45 applies prospectively to guarantees the Fund issues or modifies subsequent to December 31, 2002. The adoption of FIN 45 did not have a material impact on the financial position or results of operations of the Fund. In January 2003, the FASB issued FIN 46 "Consolidation of Variable Interest Entities." FIN 46 clarifies the application of Accounting Research Bulletin 51, "Consolidated Financial Statements," for certain entities that do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties or in which equity investors do not have the characteristics of a controlling financial interest ("variable interest entities"). Variable interest entities within the scope of FIN 46 will be required to be consolidated by their primary beneficiary. The primary beneficiary of a variable interest entity is determined to be the party that absorbs a majority of the entity's expected losses, receives a majority of its expected returns, or both. FIN 46 applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. It applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. The Fund is in the process of determining what impact, if any, the adoption of the provisions of FIN 46 will have upon its financial condition or results of operations. The Fund does not anticipate FIN 46 to have a material impact on the financial position or results of operations of the Fund. 6 FIDELITY LEASING INCOME FUND VI, L.P. NOTES TO FINANCIAL STATEMENTS (Continued) 1. RECENT ACCOUNTING PRONOUNCEMENTS (continued) The Fund adopted Statement of Financial Accounting Standard 149 (SFAS No. 149), "Amendment of Statement 133 on Derivative Instruments and Hedging Activities," on July 1, 2003. SFAS No. 149 clarifies and amends SFAS No. 133 for implementation issues raised by constituents or includes the conclusions reached by the FASB on certain FASB Staff Implementation Issues. Statement 149 also amends SFAS No. 133 to require a lender to account for loan commitments related to mortgage loans that will be held for sale as derivatives. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003. Management does not anticipate the adoption of SFAS No. 149 to have a material impact on the Fund's financial position or results of operations. The FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity," on May 15, 2003. SFAS No. 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 No. 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. Management does not anticipate the adoption of SFAS No. 150 to have a material impact on the Fund's financial position or results of operations 2. EQUIPMENT LEASED The Fund has equipment leased under the direct financing method in accordance with Statement of Financial Accounting Standards No. 13. This method provides for recognition of income (the excess of the ag- gregate future rentals and 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 are for initial lease terms ranging from 32 to 72 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) 2. EQUIPMENT LEASED (continued) The approximate net investment in direct financing leases as of June 30, 2003 and December 31, 2002 is as follows: June 30, 2003 December 31, 2002 (unaudited) (audited) ------------- ----------------- Minimum lease payments to be received $ 892,000 $536,000 Unguaranteed residuals 273,000 273,000 Unearned rental income (99,000) (19,000) Unearned residual income (6,000) (15,000) __________ ________ $1,060,000 $775,000 ========== ======== Equipment on lease consists of equipment under an operating lease for an initial lease term of 58 months. Generally, operating leases will not recover all of the undepreciated cost and related expenses of its rental equipment during the initial lease terms and so, the Fund is prepared to remarket the equipment. Fund policy is to review quarterly the expected economic life of its rental equipment in order to determine the recoverability of its undepreciated cost. Recent and anticipated technological developments affecting the equipment and 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 six months ended June 30, 2003 and 2002. The future approximate minimum rentals to be received on noncancellable direct financing and operating leases as of June 30, 2003 are as follows (unaudited): Years Ending December 31 Direct Financing Operating ________________________ ________________ _________ 2003 $283,000 $8,000 2004 258,000 - 2005 135,000 - 2006 87,000 - 2007 83,000 - Thereafter 46,000 - ________ ______ $892,000 $8,000 ======== ====== 8 FIDELITY LEASING INCOME FUND VI, L.P. NOTES TO FINANCIAL STATEMENTS (Continued) 3. RELATED PARTY TRANSACTIONS The General Partner receives 5% of rental payments on equipment under operating leases and 2% of rental payments (as opposed to earned income) on full pay-out leases for administrative and management services per- formed on behalf of the Fund. Full pay-out leases are noncancellable leases for which 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 current estimates, it is not expected that the Fund will be required to pay this sales fee to the General Partner. Additionally, the General Partner and its parent company are reimbursed by the Fund for certain costs of services and materials used by or for the Fund except those items covered by the above-mentioned fees. Follow- ing is a summary of fees and costs of services and materials charged by the General Partner or its parent company during the three and six months ended June 30, 2002 and 2001 (unaudited): Three Months Ended Six Months Ended June 30 June 30 2003 2002 2003 2002 ____ ____ ____ ____ Management fee $ 5,798 $28,536 $13,617 $50,481 Reimbursable costs 47,287 36,894 91,235 79,937 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 June 30, 2003 and December 31, 2002 represent monies due the Fund from the General Partner and/or other affiliated funds for rentals and sales proceeds collected and not yet remitted to the Fund. 9 FIDELITY LEASING INCOME FUND VI, L.P. NOTES TO FINANCIAL STATEMENTS (Continued) 3. RELATED PARTY TRANSACTIONS (continued) Amounts due to related parties at June 30, 2003 and December 31, 2002 represent monies due to the General Partner and/or its parent company for the fees and costs mentioned above, as well as, rentals and sales proceeds collected by the Fund on behalf of other affiliated funds. 4. CASH DISTRIBUTIONS The General Partner declared and paid cash distributions totaling $2,140,000 during the six months ended June 30, 2003 for the months of October, November and December 2002 and January, February and March 2003. The General Partner declared and paid cash distributions totaling $2,675,000 during the six months ended June 30, 2002 for the months of October, November and December 2001 and January, February and March 2002. The General Partner declared three cash distributions of $35,000 each subsequent to June 30, 2003 for the months ended April 30, May 31 and June 30, 2003, respectively, to all admitted partners as of April 30, May 31 and June 30, 2003. 10 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 $74,960 and $139,170 for the three months ended June 30, 2003 and 2002, respectively and $172,413 and $294,623 for the six months ended June 30, 2003 and 2002, respectively. Earned income on direct financing leases and rental income from the leasing of equipment accounted for 83% and 82% of total revenues for the second quarter of 2003 and 2002, respectively and 82% of total revenues for the first six months of both 2003 and 2002. The decrease in revenues was primarily attributable to the decrease in earned income on direct financing leases. The decrease in this account resulted from the normal monthly amortization of unearned income using the interest method as well as the termination of certain direct financing leases since March 2002. The decrease in rental income in 2003 also contributed to the decrease in total revenues during the first six months of 2003. Rental income decreased approximately $9,000 in 2003 because of equipment that terminated and was sold since March 2002. Furthermore, the decrease in interest income also contributed to the decrease in total revenues during the six months ended June 30, 2003. This account decreased because of the decrease in cash avail- able for investment by the Fund as a result of the cash distributed to the partners of the Fund during the last six months of 2002 and the first six months of 2003. Expenses were $87,981 and $146,047 for the three months ended June 30, 2003 and 2002, respectively and $220,318 and $289,426 for the six months ended June 30, 2003 and 2002, respectively. Depreciation expense comprised 20% and 22% of total expenses for the second quarter of 2003 and 2002, respectively and 23% and 25% of total expenses for the six months ended June 30, 2003 and 2002, respectively. The decrease in expenses during the six months ended June 30, 2003 was partially attributable to the decrease in depreciation expense. Depreciation expense decreased because of equipment that terminated and was sold since March 2002. General and administrative expense decreased by approximately $23,000 as a result of the decrease in the various costs incurred to operate the Fund on a daily basis. The decrease in this account contributed to the total decrease in expenses during the first six months of 2003. Management fee to related party decreased by approximately $37,000 during the first six months of 2003 because of the decrease in rentals on both operating and direct financing leases resulting from the termination and sale of leases since March 2002. Management fee to related party is cal- culated as a percentage of rental receipts. The decrease in this account also accounted for the decrease in total expenses during 2003. The increase in general and administrative expense to related party lowered the overall de- crease in expenses during the first six months of 2003. This account in- creased because of an increase in the costs incurred by the General Partner or its parent to manage the Fund on a daily basis. 11 FIDELITY LEASING INCOME FUND VI, L.P. Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) RESULTS OF OPERATIONS(Continued) The Fund's net (loss) income was ($13,021) and ($6,877) for the three months ended June 30, 2003 and 2002, respectively and ($47,905) and $5,197 for the six months ended June 30, 2003 and 2002, respectively. The net (loss) income per equivalent limited partnership unit, after net (loss) income al- located to the General Partner, was ($0.79) and ($0.26) based on a weighted average number of equivalent limited partnership units outstanding of 16,237 and 24,643 for the three months ended June 30, 2003 and 2002, respectively. The net (loss) income per equivalent limited partnership unit, after net (loss) income allocated to the General Partner, was ($2.74) and $0.00 based on a weighted average number of equivalent limited partnership units out- standing of 17,309 and 25,736 for the six months ended June 30, 2003 and 2002, respectively. The Fund generated cash from operations of $5,964 and $25,859, for the purpose of determining cash available for distribution during the quarter ended June 30, 2003 and 2002, respectively. The General Partner declared three cash distribution of $35,000 each for the months of April, May and June 2003 subsequent to June 30, 2003. The General Partner declared and paid one cash distribution of $35,000 during the second quarter of 2002 for the month of April 2002. Subsequent to June 30, 2002, the General Partner declared and paid cash distributions of $35,000 and $1,000,000 for the months ended May 31 and June 30, 2002, respectively. For the six months ended June 30, 2003 and 2002, the Fund generated $3,816 and $77,358, respectively, of cash from operations, for the purpose of determining cash available for distribution. The General Partner declared cash distributions totaling $1,175,000 and $1,640,000 for the six months ended June 30, 2003 and 2002, respectively. Additionally, the General Partner declared and paid cash distributions totaling $1,070,000 during the first six months of 2003 for the months of October, November and December 2002. The General Partner paid two cash distributions of $35,000 each and one cash distribution of $1,000,000 during the first six months of 2003. The General Partner declared three cash distributions of $35,000 each subsequent to June 30, 2003. The General Partner declared and paid three cash distributions of $35,000 each and one cash distribution of $1,000,000 during the first six months of 2002. Subsequent to June 30, 2002, the General Partner declared and paid one cash distribution of $35,000 and one cash distribution of $1,000,000 for the first six months of 2002. For financial statement purposes, the Fund records cash distributions to partners on a cash basis in the period in which they are paid. ANALYSIS OF FINANCIAL CONDITION The Fund continues the process of dissolution during 2003. As pro- vided in the Restated Limited Partnership Agreement, the investment in direct financing leases and the equipment under operating leases shall be liquidated as promptly as is consistent with obtaining their fair value. 12 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 (Continued) During this time, the Fund will continue to look for opportunities to purchase equipment under operating leases or invest in direct financing leases with cash available from operations that was not distributed to partners in prior periods. The Fund invested $497,370 in direct financing leases during the first six months of 2003. The cash position of the Fund is reviewed daily and cash is invested on a short-term basis. The Fund's cash from operations is expected to continue to be adequate to cover all operating expenses and contingencies during the next twelve month period. Item 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. 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. 13 FIDELITY LEASING INCOME FUND VI, L.P. June 30, 2003 Part II: Other Information Item 1. Legal Proceedings: Inapplicable. Item 2. Changes in Securities: Inapplicable. Item 3. Defaults Upon Senior Securities: Inapplicable. Item 4. Submission of Matters to a Vote of Securities Holders: Inapplicable. Item 5. Other Information: Inapplicable. Item 6. Exhibits and Reports on Form 8-K: a) Exhibit No. Description ----------- ----------- 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 *Incorporated by reference. 14 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. 8-14-03 By: /s/ Crit DeMent ____________________________ Crit DeMent Chairman of the Board of Directors of LEAF Financial Corporation (Principal Executive Officer) 8-14-03 By: /s/ Marianne T. Schuster ____________________________ Marianne T. Schuster Vice President of Accounting of LEAF Financial Corporation (Principal Financial Officer) 15 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 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: August 14, 2003 /s/ Crit DeMent ____________________________ Crit DeMent Chairman of the Board of Directors of LEAF Financial Corporation, The General Partner (Principal Executive Officer) 17 Exhibit 31.2 CERTIFICATIONS I, Marianne T. Schuster, 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. 18 CERTIFICATIONS (continued) Date: August 14, 2003 /s/ Marianne T. Schuster ____________________________ Marianne T. Schuster Vice President of Accounting of LEAF Financial Corporation, The General Partner (Principal Financial Officer) 19 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 June 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 August 14, 2003 A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Fidelity Leasing Income Fund VI and will be retained by the Fund and furnished to the Securities and Exchange Commission or its staff upon request. 20 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 June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Marianne T. Schuster, Principal Financial Officer of LEAF Financial Corpora- tion, the General Partner of the Fund, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of opera- tions of the Fund. /s/ Marianne T. Schuster ________________________ Marianne T. Schuster Principal Financial Officer of LEAF Financial Corporation August 14, 2003 A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Fidelity Leasing Income Fund VI and will be retained by the Fund and furnished to the Securities and Exchange Commission or its staff upon request. 21