WNC HOUSING TAX CREDIT FUND VI LP SERIES 7
8-K/A, 2000-03-31
OPERATORS OF APARTMENT BUILDINGS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K/A
                               AMENDMENT NO. 1 TO
                                 CURRENT REPORT



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 9, 2000


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 7
             (Exact name of registrant as specified in its charter)


   California                       333-76435                 33-0761517
(State or other jurisdiction      (Commission                (IRS Employer
 of incorporation)                 File Number)              Identification No.)


          3158 Redhill Avenue, Suite 120, Costa Mesa, California 92626
               (Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code:  (714) 662-5565


                                       N/A
          Former name or former address, if changed since last report)


023/A.edg

<PAGE>






Item 7.  Financial Statements and Exhibits

         a.   Financial Statements of Businesses Acquired
              Not Applicable

         b.   Proforma Financial Information

              Pro Forma Balance Sheet, December 31, 1999 (Unaudited)........FS-1
              Pro Forma  Statement of Operations for the Period
                    September 3, 1999 (Date Operations Commenced)
                    through December 31, 1999 (Unaudited)...................FS-2
              Notes to Pro Forma Financial Statements.......................FS-3

         c.   Exhibits

              10.1 Amended and Restated Limited Partnership Agreement of School
                   Square Limited Partnership*
         ----------
         *Previously filed.











                                       2
<PAGE>

                WNC HOUSING TAX CREDIT FUND VI, L.P., Series 7
                       (A California Limited Partnership)

                             PROFORMA BALANCE SHEET
                                December 31, 1999

                                     ASSETS

                                Historical          Proforma            Proforma
                                 Balance           Adjustments           Balance


Cash and cash equivalents       $ 2,195,749        $ 1,001,440
                                                      (82,880)
                                                     (785,550)       $ 2,328,759

Subscriptions receivable            803,590            785,550         1,589,140

Investment in limited
  partnerships                      341,570            888,074
                                                        82,880         1,312,524

Other assets                            440                  -               440
                                -----------        -----------       -----------

                                $ 3,341,349        $ 1,889,514       $ 5,230,863
                                ===========        ===========       ===========

                        LIABILITIES AND PARTNERS' EQUITY
Liabilities:

Notes payable to
  limited partnerships          $         -          $ 888,074         $ 888,074

Commisions payable                   44,730                  -            44,730

Accrued fees and
  expenses due to
  general partner
  and affiliates                    155,449                  -           155,449
                                -----------        -----------       -----------
                                    200,179            888,074         1,088,253
                                -----------        -----------       -----------

Partners' equity (deficit):
  General partner                   (4,659)            (1,826)           (6,485)
  Limited partners                3,145,829          1,003,266         4,149,095
                                -----------        -----------       -----------
    Total partners' equity        3,141,170          1,001,440         4,142,610
                                -----------        -----------       -----------
                                $ 3,341,349        $ 1,889,514       $ 5,230,863
                                ===========        ===========       ===========



                                    Unaudited
             See Accompanying Notes to Proforma Financial Statements
                                      FS-1

<PAGE>



                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 7
                       (A California Limited Partnership)

                        PROFORMA STATEMENT OF OPERATIONS
          For the Period September 3, 1999 (Date Operations Commenced)
                            through December 31, 1999




                                Historical          Proforma            Proforma
                                 Balance           Adjustments           Balance

Interest income                   $6,082                                  $6,082
                                --------                                 -------

Operating expenses:
Amortization                         700                                     700
Other                                 12                                      12
                                --------                                 -------

Total operating expenses             712                                     712
                                --------                                 -------

Income from operations             5,370                                   5,370

Equity in income (loss)
 from limited partnerships             -              (6,690)            (6,690)
                                --------              -------            -------

Net loss                         $ 5,370             $(6,690)           $(1,320)
                                ========             ========           ========




                                    Unaudited
             See Accompanying Notes to Proforma Financial Statements
                                      FS-2

<PAGE>

                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 7
                       (A California Limited Partnership)

                NOTES TO UNAUDITED PROFORMA FINANCIAL STATEMENTS

NOTE 1 - GENERAL

The information  contained in the following notes to the proforma  balance sheet
is condensed from that which appears in the financial  statements.  Accordingly,
this proforma balance sheet should be reviewed in conjunction with the financial
statements  and related  notes  thereto  contained in the WNC Housing Tax Credit
Fund VI, L.P.,  Series 7 financial  statements  dated  December  31,  1999.  WNC
Housing Tax Credit Fund VI, L.P.,  Series 7 is referred to in these notes as the
"Partnership."

NOTE 2 - INTRODUCTION TO PROFORMA ADJUSTMENTS

As of December 31, 1999, the Partnership had not acquired a limited  partnership
interest in any limited  partnerships.  Subsequent  to December  31,  1999,  the
Partnership has acquired an interest in two limited partnerships:  2nd Fairhaven
Manor,  LLC (FAIRHAVEN) and School Square Limited  Partnership  (SCHOOL SQUARE).
Each owns one apartment  complex.  The  Partnership  is negotiating to acquire a
limited  partnership  interest in one other  partnership that owns one apartment
complex:  Red Oaks  Estates,  L.P.  (RED  OAKS).  These  investments  commit the
Partnership to capital contributions as follows:


                FAIRHAVEN                                $   356,860
                SCHOOL SQUARE                                285,574
                RED OAKS                                     245,640
                                                         -----------
                                                         $   888,074
                                                         ===========



                                     FS-3

<PAGE>


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 7
                       (A California Limited Partnership)

          NOTES TO UNAUDITED PROFORMA FINANCIAL STATEMENTS (Continued)


NOTE 2 - INTRODUCTION TO PROFORMA ADJUSTMENTS (Continued)
- ---------------------------------------------

In accordance with Article 11, Proforma Financial  Information of Regulation S-X
of the Securities and Exchange  Commission,  the  accompanying  proforma balance
sheet was computed assuming that the limited  partnerships  discussed above were
acquired at the end of the period  presented.  The first  adjustment to cash and
the adjustment to partners' equity of $1,001,440  reflects the net proceeds from
December  31, 1999 to  February 9, 1999 from  issuance of 1,304 units of limited
partners' capital ($1,304,000 less notes receivable and commissions and offering
costs of $120,000 and $182,560,  respectively.) The third adjustment to cash and
the adjustment to subscriptions  receivable of $785,550 reflects the increase in
subscriptions  receivable  from  the  above  subscriptions.  The  adjustment  to
investment in limited  partnerships and the first adjustment to notes payable to
limited  partnerships of $888,074 reflects the Partnership's  acquisition of the
three limited partnership  interests as if the Partnership's date of acquisition
was  December  31,  1999.  The  second   adjustment  to  investment  in  limited
partnerships  and  the  second  adjustment  to  cash  of  $82,880  reflects  the
acquisition  fee from the proceeds  raised from December 31, 1999 to February 9,
2000.

The accompanying proforma statement of operations was computed assuming that the
limited  partnerships  were  acquired  on the  date  the  Partnership  commenced
operations.  The  SCHOOL  SQUARE  and RED OAKS  apartment  complexes  were under
construction or rehabilitation during the period presented and had no operations
which should be reported.  FAIRHAVEN had operations  during the period presented
and a proforma  income  adjustment  of $(6,690)  has been  recorded to equity in
income (loss) of limited partnerships in the Proforma Statement of Operations to
reflect these  operations.  The Partnership uses the equity method of accounting
to account for its investments in these local limited partnerships


                                     FS-4


<PAGE>




                                   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 hereunto duly authorized.

                                  WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 7

Date: March 29, 2000                    By:   WNC &  Associates, Inc.,
                                        General Partner


                                        By:  /s/ MICHAEL L. DICKENSON
                                             Michael L. Dickenson,
                                             Vice President - Chief Financial
                                             Officer







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