REDWOOD MORTGAGE INVESTORS VI
10-Q, 1998-11-12
MORTGAGE BANKERS & LOAN CORRESPONDENTS
Previous: CEDAR FAIR L P, 10-Q, 1998-11-12
Next: DAVOX CORP, 10-Q, 1998-11-12




                                    FORM 10-Q
                        SECURITIES & EXCHANGE COMMISSION
                               WASHINGTON DC 20549

                   Quarterly Report Under Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

For Period Ended                                 September 30, 1998
- --------------------------------------------------------------------------------
Commission file number                           33-12519
- --------------------------------------------------------------------------------

                          REDWOOD MORTGAGE INVESTORS VI
             (exact name of registrant as specified in its charter)

        California                                             94-3031211
- --------------------------------------------------------------------------------
 (State or other jurisdiction of                               I.R.S. Employer
 incorporation or organization)                               Identification No.
              650 El Camino Real, Suite G, Redwood City, CA. 94063
- --------------------------------------------------------------------------------
                     (address of principal executive office)

                                 (650) 365-5341
- --------------------------------------------------------------------------------
               (Registrants telephone number, including area code)

                                 NOT APPLICABLE
- --------------------------------------------------------------------------------
         (Former name, former address and former fiscal year, if change
                               since last report)


     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  reports),  and (2) has been  subject to such
filing requirements for the past 90 days.

YES         XX                                          NO
    ---------------                                -------------

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be filed by  Sections  12, 13 or 15 (d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

YES                             NO                   NOT APPLICABLE      XX
   -------------                  ------------                -------------

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     Indicate the number of shares  outstanding of each of the issuers class of
common stock, as of the latest date.

                                 NOT APPLICABLE

<PAGE>
<TABLE>
                                                     REDWOOD MORTGAGE INVESTORS VI
                                                  (A California Limited Partnership)
                                                            BALANCE SHEETS
                                                    DECEMBER 31, 1997 (audited) AND
                                                    SEPTEMBER 30, 1998 (unaudited)

                                                                ASSETS
<CAPTION>

                                                                    Sept 30, 1998         Dec 31, 1997
                                                                     (unaudited)            (audited)
                                                                  ------------------     ----------------

<S>                                                                        <C>                  <C>     
Cash                                                                       $245,957             $331,143
                                                                  ------------------     ----------------

Accounts receivable:
  Mortgage Investments, secured by deeds of trust                         8,183,799            8,104,984
  Accrued Interest on Mortgage Investments                                  650,994              617,456
  Advances on Mortgage Investments                                          157,733              127,519
  Accounts receivables, unsecured                                            53,038              161,414
                                                                  ------------------     ----------------
                                                                          9,045,564            9,011,373
  Less allowance for doubtful accounts                                      221,465               28,614
                                                                  ------------------     ----------------
                                                                          8,824,099            8,982,759
                                                                  ------------------     ----------------

Real estate owned, held for sale, acquired through foreclosure              232,944              309,319
Investment in Partnership                                                         0              708,141
                                                                  ------------------     ----------------

          Total Assets                                                   $9,303,000          $10,331,362
                                                                  ==================     ================


                                                   LIABILITIES AND PARTNERS CAPITAL


Liabilities:
  Deferred Interest                                                              $0                 $898
  Accounts payable                                                           39,209                    0
  Note payable - bank line of credit                                        325,000              899,011
                                                                     ---------------      ---------------
          Total Liabilities                                                 364,209              899,909
                                                                     ---------------      ---------------



Partners Capital:
  Limited Partners capital, subject to redemption, (note 4D):
      net of Formation Loan receivable of $13,142 and $59,521,
          for 1998 and 1997, respectively                                 8,929,025            9,421,687

  General Partners Capital:                                                  9,766                9,766
                                                                     ---------------      ---------------
    Total Partners capital                                               8,938,791            9,431,453
                                                                     ---------------      ---------------
          Total Liabilities and Partners capital                        $9,303,000          $10,331,362
                                                                     ===============      ===============

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>



                                                     REDWOOD MORTGAGE INVESTORS VI
                                                  (A California Limited Partnership)
                                                         STATEMENTS OF INCOME
                              FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (unaudited)

                                           9 mos.ended   9 mos. ended      3 mos. ended      3 mos. ended
                                         Sept 30, 1998  Sept 30, 1997     Sept 30, 1998     Sept 30, 1997
                                        (unaudited)       (unaudited)      (unaudited)       (unaudited)
<CAPTION>

Revenues:
<S>                                         <C>               <C>              <C>              <C>     
  Interest on Mortgage Loans                $652,377          $750,968         $218,060         $246,547
  Interest on Bank Deposits                    5,908             4,761              840            1,992
  Late Charges & Other                         8,288             3,120            2,981              361
  Miscellaneous                                4,691             7,963            2,406            1,118
  Gain on Sale of Property                   145,443                 0                0                0
                                           ----------       -----------      -----------      -----------
                                             816,707           766,812          224,287          250,018
                                           ----------       -----------      -----------      -----------

Expenses:

Mortgage Servicing Fee                        55,785            23,200           25,677            6,680
General Partners asset  management fees        3,840                 0            2,864                0
Clerical costs through Redwood Mortgage       18,512            21,191            5,997            6,780
Interest and line of credit cost              38,438           106,441            3,027           35,694
Provision for loss on real estate
acquired through foreclosure and            
doubtful accounts                            286,902           182,745           55,525           65,464
Professional Services                         17,757            21,591              929            2,861
Other                                         12,726            10,962            3,092            2,463
                                           ----------       -----------      -----------      -----------
                                             433,960           366,130           97,111          119,942
                                           ----------       -----------      -----------      -----------
Net Income                                  $382,747          $400,682         $127,176         $130,076
                                           ==========       ===========      ===========      ===========

Net Income: to General Partners (1%)          $3,827            $4,007           $1,271           $1,301
to Limited Partners (99%)                    378,920           396,675          125,905          128,775
                                           ==========       ===========      ===========      ===========
                                            $382,747          $400,682         $127,176         $130,076
                                           ==========       ===========      ===========      ===========

Net income for $1,000 invested by
Limited Partners for  entire period
  - where income is reinvested and            
    compounded                                $41.31            $39.26           $13.80           $12.93
                                           ==========       ===========      ===========      ===========
  - where Partner received income in
    monthly distributions                     $40.58            $38.59           $13.74           $12.87
                                           ==========       ===========      ===========      ===========

<FN>
See accompanying notes to Financial Statements
</FN>
</TABLE>

<PAGE>
<TABLE>

                                                     REDWOOD MORTGAGE INVESTORS VI
                                                  (A California Limited Partnership)
                                              STATEMENTS OF CHANGES IN PARTNERS CAPITAL
                                       FOR THE THREE YEARS ENDED DECEMBER 31, 1997 (audited) AND
                                         THE NINE MONTHS ENDED SEPTEMBER 30, 1998 (unaudited)

                                                                    PARTNERS CAPITAL
                                   -------------------------------------------------------------------------------------
                                               LIMITED PARTNERS CAPITAL
                                   --------------------------------------------------
                                      Capital
                                      Account         Formation                            General
                                      Limited            Loan                             Partners
                                     Partners         Receivable          Total            Capital            Total
                                   --------------    -------------    ---------------    ------------     --------------
<CAPTION>
<S>                                  <C>               <C>               <C>                  <C>           <C>        
Balances at December 31, 1994        $11,974,419       $(246,505)        $11,727,914          $9,766        $11,737,680

Formation Loan collections                     0           59,581             59,581               0             59,581
Net income                               612,165                0            612,165           6,183            618,348
Early withdrawal penalties               (4,336)            2,747            (1,589)               0            (1,589)
Partners withdrawals                 (1,185,532)                0        (1,185,532)         (6,183)        (1,191,715)
                                   --------------    -------------    ---------------    ------------     --------------

Balances at December 31, 1995         11,396,716        (184,177)         11,212,539          $9,766         11,222,305

Formation Loan collections                     0           56,803             56,803               0             56,803
Net income                               582,280                0            582,280           5,882            588,162
Early withdrawal penalties               (8,721)            5,525            (3,196)               0            (3,196)
Partners withdrawals                 (1,463,174)                0        (1,463,174)         (5,882)        (1,469,056)
                                   --------------    -------------    ---------------    ------------     --------------

Balances at December 31, 1996         10,507,101        (121,849)         10,385,252           9,766         10,395,018

Formation Loan collections                     0           53,833             53,833                0            53,833
Net Income                               523,895                0            523,895            5,292           529,187
Early withdrawal penalties              (13,409)            8,495            (4,914)                0           (4,914)
Partners withdrawals                 (1,536,379)                0        (1,536,379)          (5,292)       (1,541,671)
                                   --------------    -------------     --------------    -------------    --------------

Balances at December 31, 1997         $9,481,208        ($59,521)         $9,421,687           $9,766        $9,431,453

Formation Loan collections                     0           41,552             41,552                0            41,552
Net Income                               378,920                0            378,920            3,827           382,747
Early withdrawal penalties               (7,619)            4,827            (2,792)                0           (2,792)
Partners withdrawals                   (910,342)                0          (910,342)          (3,827)         (914,169)
                                   --------------    -------------     --------------    -------------    --------------

Balances at September 30, 1998        $8,942,167        ($13,142)         $8,929,025           $9,766        $8,938,791
                                   ==============    =============     ==============    =============    ==============
<FN>
See accompanying notes to financial statements
</FN>
</TABLE>

<PAGE>
<TABLE>

                                                     REDWOOD MORTGAGE INVESTORS VI
                                                  (A California Limited Partnership)
                                                       STATEMENTS OF CASH FLOWS
                            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 and SEPTEMBER 30, 1997 (unaudited)


<CAPTION>
                                                          Sept 30, 1998         Sept 30, 1997
                                                           (unaudited)           (unaudited)
                                                         ----------------      ----------------
Cash flows from operating activities:
<S>                                                             <C>                   <C>     
  Net income                                                    $382,747              $400,682
  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Provision for doubtful accounts                              286,477                32,745
    Provision for Losses on real estate held for sale                425               150,000
    Early withdrawal penalty credited to income                  (2,792)               (3,866)
    (Increase) decrease in assets:
       Accrued interest & advances                              (67,961)             (259,922)
       Prepaid expenses and other assets                               0                     0
    Increase (decrease) in liabilities:
       Accounts payable and accrued expenses                      39,209                     0
       Deferred Interest on Mortgage Investments                   (898)              (18,522)
                                                         ----------------      ----------------

    Net cash provided by operating activities                    637,207               301,117
                                                         ----------------      ----------------

Cash flows from investing activities:
  Principal collected on Mortgage Investments                  1,764,575               793,120
  Mortgage Investments made                                  (1,795,593)             (557,796)
  Additions to real estate held for sale                        (11,313)              (20,314)
  Dispositions of real estate held for sale                       87,688               791,130
  Investment in Partnership                                      708,141             (114,305)
  Accounts receivable unsecured                                 (29,263)                     0
                                                         ----------------      ----------------

    Net cash provided by  investing activities                   724,235               891,835
                                                         ----------------      ----------------

Cash flows from financing activities:
 Net increase (decrease) in note payable-bank                  (574,011)              (91,500)
 Partners withdrawals                                          (914,169)           (1,185,527)
 Formation Loan collections                                       41,552                41,694
                                                         ----------------      ----------------

    Net cash provided by (used in) financing activities      (1,446,628)           (1,235,333)
                                                         ----------------      ----------------

Net increase (decrease) in cash                                 (85,186)              (42,381)

Cash - beginning of period                                       331,143               180,597
                                                         ----------------      ----------------

Cash - end of period                                            $245,957              $138,216
                                                         ================      ================
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>
                          REDWOOD MORTGAGE INVESTORS VI
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 1997 (audited) AND
                         SEPTEMBER 30, 1998 (unaudited)

     NOTE 1 -  ORGANIZATION  AND GENERAL  Redwood  Mortgage  Investors  VI, (the
Partnership) is a California Limited Partnership,  of which the General Partners
are D. Russell Burwell,  Michael R. Burwell and Gymno Corporation,  a California
corporation  owned  and  operated  by  the  individual  General  Partners.   The
partnership  was  organized  to engage in business as a mortgage  lender for the
primary  purpose  of making  Mortgage  Investments  secured by Deeds of Trust on
California real estate.  Mortgage Investments are being arranged and serviced by
Redwood  Home Loan Co. (RHL Co.),  dba Redwood  Mortgage,  an  affiliate  of the
General  Partners.  The offering was closed with  contributed  capital  totaling
$9,781,366.

     Each  months   income  is   distributed   to  partners   based  upon  their
proportionate share of partners capital. Some partners have elected to withdraw
income on a monthly, quarterly or annual basis.

     A. Sales  Commissions - Formation  Loan Sales  commissions  ranging from 0%
(units sold by General  Partners) to 10% of gross  proceeds were paid by Redwood
Mortgage.,  an affiliate of the General  Partners that arranges and services the
Mortgage Investments.  To finance the sales commissions,  the Partnership loaned
to Redwood  Mortgage  $623,255  (the  Formation  Loan)  relating to  contributed
capital of  $9,781,366.  The Formation  Loan is unsecured,  and is being repaid,
without interest, over ten years, commencing December 31, 1989.

     The following  reflects  transactions in the Formation Loan account through
September 30, 1998:

       Amount loaned during 1987,1988 and 1989                          $623,255
       Less:
         Cash repayments                                $554,847
         Allocation of early withdrawal penalties         55,266         610,113
                                                    ============     -----------

       Balance September 30, 1998                                        $13,142
                                                                     ===========


     The Formation Loan, which is receivable from Redwood Mortgage, an affiliate
of the General  Partners,  has been deducted from Limited  Partners capital in
the balance sheet. As amounts are collected from Redwood Mortgage, the deduction
from capital will be reduced.

     B. Other  Organizational and Offering Expenses  Organizational and offering
expenses, other than sales commissions,  (including printing costs, attorney and
accountant  fees, and other costs),  paid by the  Partnership  from the offering
proceeds  totaled  $360,885 or 3.69% of the gross  proceeds  contributed  by the
Partners. Such costs have been fully amortized and allocated to the Partners.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Accrual Basis

     Revenues and expenses are  accounted for on the accrual basis of accounting
wherein  income is recognized as earned and expenses are recognized as incurred.
Once a Mortgage  Investment is  categorized  as impaired,  interest is no longer
accrued thereon.
<PAGE>

                          REDWOOD MORTGAGE INVESTORS VI
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 1997 (audited) AND
                         SEPTEMBER 30, 1998 (unaudited)

B. Management Estimates

     In  preparing  the  financial  statements,  management  is required to make
estimates based on the information  available that affects the reported  amounts
of assets and liabilities as of the balance sheet date and revenues and expenses
for the related periods.  Such estimates relate principally to the determination
of the  allowance  for doubtful  accounts,  including  the valuation of impaired
mortgage  investments,  and  the  valuation  of  real  estate  acquired  through
foreclosure. Actual results could differ significantly from these estimates.

C. Mortgage Investments, Secured by Deeds of Trust

     The  Partnership  has both the  intent  and  ability  to hold the  Mortgage
Investments to maturity, i.e., held for long-term investment. They are therefore
valued at cost for financial  statement  purposes  with  interest  thereon being
accrued by the simple interest method.

     Financial   Accounting  Standards  Board  Statements  (SFAS)  114  and  118
(effective  January 1, 1995) provide that if the probable  ultimate  recovery of
the carrying amount of a Mortgage  Investment,  with due  consideration  for the
fair value of  collateral,  is less than the  recorded  investment  and  related
amounts due and the  impairment is considered  to be other than  temporary,  the
carrying  amount of the investment  (cost) shall be reduced to the present value
of future cash flows.  The adoption of these  statements did not have a material
effect on the  financial  statements  of the  Partnership  because  that was the
valuation method previously used on impaired loans.

     At September 30, 1998, December, 31, 1997, 1996 and 1995, reductions in the
cost of Mortgage Investments categorized as impaired by the Partnership totalled
$0, $0,  $13,006 and $45,933,  respectively.  The  reduction in stated value was
accomplished by increasing the allowance for doubtful accounts.

     As presented in Note 10 to the  financial  statements  as of September  30,
1998, the average mortgage investment to appraised value of security at the time
the loans were  consummated  was  64.82%.  When a loan is valued for  impairment
purposes, an updating is made in the valuation of collateral security.  However,
a low loan to value ratio tends to minimize reductions for impairment.

D. Cash and Cash Equivalents

     For purposes of the  statements  of cash flows,  cash and cash  equivalents
include interest bearing and non-interest bearing bank deposits.

E. Real Estate Owned, Held for Sale

     Real estate owned,  held for sale,  includes real estate  acquired  through
foreclosure  and is  stated  at the  lower  of the  recorded  investment  in the
property,  net of any senior  indebtedness,  or at the propertys  estimated fair
value, less estimated costs to sell.
<PAGE>

                          REDWOOD MORTGAGE INVESTORS VI
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 1997 (audited) AND
                         SEPTEMBER 30, 1998 (unaudited)

     The following  schedule  reflects the costs of real estate acquired through
foreclosure and the recorded reductions to estimated fair values, less estimated
costs to sell as of September 30, 1998 and December 31, 1997 and 1996:

                                     Sept 30,         Dec 31,         Dec 31,
                                      1998             1997            1996
                                   -----------      ----------     ------------

Costs of properties                  $372,557        $449,319       $1,743,382
Reduction in value                    139,613         140,000          302,375
                                   ------------     -----------    ------------

Fair value reflected 
in financial statements              $232,944        $309,319       $1,441,007
                                   ============     ===========    ============

     Effective  January 1, 1996,  the  Partnership  adopted  the  provisions  of
statement  No 121  (SFAS  121)  of the  Financial  Accounting  Standards  Board,
Accounting  for the Impairment of Long Lived Assets and for Long Lived Assets to
be disposed of. The adoption of SFAS 121 did not have a material  impact on the
Partnerships  financial  position because the methods indicated were essentially
those previously used by the Partnership.

F. Investment in Partnership (see note 5)

G. Income Taxes

     No provision  for Federal and State  income taxes is made in the  financial
statements  since  income taxes are the  obligation  of the partners if and when
income taxes apply.

H. Organization and Syndication Costs

     The Partnership  bears its own  organization  and syndication  costs (other
than certain sales  commissions  and fees described  above)  including legal and
accounting expenses,  printing costs, selling expenses, a 1% wholesale brokerage
fee and filing fees.  Organizational  costs of $14,750 were capitalized and were
amortized  over a five year period.  Syndication  costs of $346,135 were charged
against partners capital and were allocated to individual  partners  consistent
with the Partnership Agreement.

I. Allowance for Doubtful Accounts

     Mortgage  Investments and the related accrued  interest,  fees and advances
are  analyzed  on a  continuous  basis  for  recoverability.  Delinquencies  are
identified and followed as part of the Mortgage  Investment  system. A provision
is made for doubtful  accounts to adjust the allowance for doubtful  accounts to
an amount  considered by management  to be adequate  with due  consideration  to
collateral value to provide for  unrecoverable  accounts  receivable,  including
impaired  Mortgage  Investments,   unspecified  mortgage  investments,   accrued
interest and advances on Mortgage  Investments,  and other  accounts  receivable
(unsecured).  The  composition  of the  allowance  for  doubtful  accounts as of
September 30, 1998, December 31, 1997 and 1996 were as follows:

<PAGE>

                          REDWOOD MORTGAGE INVESTORS VI
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 1997 (audited) AND
                         SEPTEMBER 30, 1998 (unaudited)


                                       Sept 30,          Dec 31,      Dec 31,
                                        1998              1997         1996
                                     ------------      ----------    ----------

Impaired Mortgage Investments                $0              $0       $13,006
Unspecified Mortgage Investments        168,427          13,432        59,844
Accounts receivable, unsecured           53,038          15,182       180,000
                                     =============     ===========   ==========
                                       $221,465         $28,614      $252,850
                                     =============     ===========   ==========

J. Net Income Per $1,000 Invested

     Amounts  reflected  in the  statements  of income as net  income per $1,000
invested by Limited Partners for the entire period are actual amounts  allocated
to Limited  Partners who have their  investment  throughout  the period and have
elected to either  leave their  earnings to compound or have  elected to receive
monthly  distributions of their net income.  Individual income is allocated each
month based on the Limited partners pro rata share of Partners Capital.  Because
the net income  percentage  varies from month to month,  amounts per $1,000 will
vary for those individuals who made or withdrew  investments  during the period,
or selected other options.  However,  the net income per $1,000 average invested
has  approximated  those reflected for those whose  investments and options have
remained constant.

NOTE 3 - GENERAL PARTNERS AND RELATED PARTIES

     The  following  are  commissions  and/or fees which are paid to the General
Partners and/or related parties.

A. Mortgage Brokerage Commissions

     Mortgage brokerage  commissions for services in connection with the review,
selection,  evaluation,  negotiation  and extension of the Mortgage  Investments
were limited up to 12% of the  principal  amount of the loans through the period
ending  6  months  after  the  termination  date  of the  offering.  Thereafter,
commissions  are limited to an amount not to exceed 4% of the total  Partnership
assets  per year.  Such  commissions  are paid by the  borrowers,  thus,  not an
expense of the Partnership.

B. Mortgage Servicing Fees

     Monthly  mortgage  servicing fees are paid to Redwood Mortgage up to 1/8 of
1% (1.5% annual) of the unpaid principal, or such lesser amount as is reasonable
and customary in the  geographic  area where the property  securing the Mortgage
Investment is located. Mortgage servicing fees of $55,785, $39,918, and $44,565,
were incurred for nine months ended  September 30, 1998,  and for years 1997 and
1996.
<PAGE>

                          REDWOOD MORTGAGE INVESTORS VI
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 1997 (audited) AND
                         SEPTEMBER 30, 1998 (unaudited)

C. Asset Management Fees

     The General  Partners are  authorized to receive  monthly fees for managing
the Partnerships  Mortgage Investment portfolio and operations of up to 1/32 of
1% (3/8 of 1% annual). There were no management fees incurred for the years 1997
and 1996  respectively.  For nine months through  September 30, 1998,  $3,840 in
management fees was paid to the General Partners

D. Other Fees

     The  Partnership  Agreement  provides for other fees such as  reconveyance,
mortgage  assumption  and mortgage  extension  fees.  These fees are paid by the
borrowers to parties related to the General Partners.

E. Income and Losses

     All  income is  credited  or  charged  to  partners  in  relation  to their
respective  partnership  interests.  The  partnership  interest  of the  General
Partners (combined) is a total of 1%.

F. Operating Expenses

     The General Partners or their affiliate  (Redwood  Mortgage) are reimbursed
by the  Partnership  for all  operating  expenses  actually  incurred by them on
behalf of the Partnership,  including without limitation,  out-of-pocket general
and administration expenses of the Partnership, accounting and audit fees, legal
fees and expenses,  postage and preparation of reports to Limited  Partners.  In
1996,  1997,  and nine months period ended  September 30, 1998,  clerical  costs
totaling $31,838 $27,786 and $18,512,  respectively,  were reimbursed to Redwood
Mortgage and are included in expenses in the Statements of Income.

NOTE 4 OTHER PARTNERSHIP PROVISIONS

A. Term of the Partnership

     The term of the  Partnership  is  approximately  40  years,  unless  sooner
terminated as provided.  The provisions  provided for no capital  withdrawal for
the first five years,  subject to the penalty  provision set forth in (D) below.
Thereafter,  investors  have the right to withdraw over a five-year  period,  or
longer.

B. Election to Receive Monthly, Quarterly or Annual Distributions

     Upon subscriptions,  investors elected either to receive monthly, quarterly
or  annual  distributions  of  earnings  allocations,  or to allow  earnings  to
compound for at least a period of 5 years.

C. Profits and Losses

     Profits  and  losses  are  allocated  monthly  among the  Limited  Partners
according  to their  respective  capital  accounts  after 1% is allocated to the
General Partners.

D. Withdrawal From Partnership

     A Limited  Partner  had no right to  withdraw  from the  Partnership  or to
obtain  the return of his  capital  account  for at least five years  after such
units are  purchased  which in all instances had occurred by September 30, 1998.
After that  time,  at the  election  of the  Partner,  capital  accounts  can be
returned  over a five year  period in 20 equal  quarterly  installments  or such
longer period as is requested.
<PAGE>

                          Redwood Mortgage Investors Vi
                       (A California Limited Partnership)
                          Notes To Financial Statements
                         December 31, 1997 (Audited) And
                         September 30, 1998 (Unaudited)

     Notwithstanding  the  above,  in order  to  provide  a  certain  degree  of
liquidity to the Limited Partners, the General Partners will liquidate a Limited
Partners entire capital account in four quarterly  installments beginning on the
last day of the calendar  quarter  following  the quarter in which the notice of
withdrawal is given. Such liquidations shall, however, be subject to a 10% early
withdrawal  penalty applicable to any sums withdrawn prior to the time when such
sums otherwise could have been withdrawn  pursuant to the liquidation  procedure
set forth  above.  The 10% early  withdrawal  penalty  will be  received  by the
Partnership, and a portion of the sums collected as such penalty will be applied
toward the next installment(s) of principal under the Formation Loan owed to the
Partnership by Redwood  Mortgage.  Such portion shall be determined by the ratio
between  the  initial  amount of  Formation  Loan and the total  amount of other
organization and syndication costs incurred by the Partnership in this offering.
The  balance of any such early  withdrawal  penalties  shall be  retained by the
Partnership for its own account and applied against syndication costs. Since the
syndication  costs have been fully  amortized as of December 31, 1993, the early
withdrawal  penalties  gained in the future will be applied on the same basis as
before with the amount  otherwise being credited to the syndication  costs being
credited to income for the period.

     The Partnership will not establish a reserve from which to fund withdrawals
and,  accordingly,  the  Partnership's  capacity  to return a Limited  Partners
capital  account is restricted to the  availability  of  Partnership  cash flow.
Furthermore,  no more than 20% of the total Limited  Partners  capital accounts
outstanding at the beginning of any year shall be liquidated during any calendar
year.

NOTE 5 - INVESTMENT IN PARTNERSHIP

     The  Partnerships  interest in land  located in East Palo Alto,  CA.,  was
acquired through foreclosure.  The Partnership interest is invested with that of
two other  Partnerships.  The  Partnerships  had been  attempting to develop the
property into single family residences.  Significant  community  resistance,  as
well as environmental, and fish and wildlife concerns affected efforts to obtain
the required  approvals.  The  Partnership,  in resolving  disputes  which arose
during the course of the Partnerships  attempt to obtain entitlements to develop
the property,  entered into agreements on May 8, 1998 with  Rhone-Poulanc,  Inc.
These agreements,  among other things,  restrict the property to non-residential
uses, provide for appropriate indemnifications,  and include other consideration
including the payment of cash. The Partnership  still retains  liability for the
remediation of pesticide contamination affecting the property.  Investigation of
remediation  options are ongoing.  At this time management does not believe that
remediation of the pesticide contaminants will have a material adverse effect on
the financial condition of the Partnership.

NOTE 6 - NOTE PAYABLE BANK - LINE OF CREDIT

     The  Partnership  originally  had a bank  line  of  credit  secured  by its
Mortgage  Investment  portfolio up to $2,500,000 at 1% over prime.  The balances
were  $1,530,511 and $899,011 at December 31, 1996 and 1997,  respectively,  and
the interest  rate at December 31, 1997 was 9.5% (8.50% prime + 1%).  Commencing
January 1, 1998, the  Partnership  had reduced its borrowing limit to $2,000,000
with same  conditions as previously  stipulated.  Balance at September 30, 1998,
was $325,000 and the Partnership was current in its interest  payment.  The line
of credit expires December 31, 1998.
<PAGE>

                          REDWOOD MORTGAGE INVESTORS VI
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 1997 (audited) AND
                         SEPTEMBER 30, 1998 (unaudited)


NOTE 7 - LEGAL PROCEEDINGS

     The  Partnership  is not a defendant in any legal actions.  However,  legal
actions against  borrowers and other involved parties have been initiated by the
Partnership  to help  assure  payments  against  unsecured  accounts  receivable
totaling $53,038.

     Management  anticipates that the ultimate outcome of the legal matters will
not have a material  adverse effect on the net assets of the  Partnership,  with
due  consideration  having been given in arriving at the  allowance for doubtful
accounts.

NOTE 8 - INCOME TAXES

     The following reflects a reconciliation from net assets (Partners Capital)
reflected in the financial statements to the tax basis of those net assets:


                                         Sept. 30        Dec. 31        Dec. 31
                                           1998            1997           1996
                                       -------------   -----------    ----------

Net assets - Partners Capital per       
financial statements                     $8,938,791    $9,431,453    $10,395,018
Formation Loan receivable                    13,142        59,521        121,849
Allowance for doubtful accounts             221,465        28,614        252,850
                                       =============   ============ ============
Net assets tax basis                     $9,173,398    $9,519,588    $10,769,717
                                       =============   ============ ============

     In 1997,  approximately  72% of taxable  income was allocated to tax exempt
organizations i.e.,  retirement plans. Such plans do not have to file income tax
returns  unless their  unrelated  business  income  exceeds  $1,000.  Applicable
amounts become taxable when distribution is made to participants.

NOTE 9 - FAIR VALUE OF FINANCIAL INSTRUMENTS

     The following  methods and assumptions were used to estimate the fair value
of financial instruments:

     (a) Cash and Cash  Equivalents - The carrying amount equals fair value. All
amounts, including interest bearing, are subject to immediate withdrawal.

     (b) The  Carrying  Value  of  Mortgage  Investments  - (see  note 2 (c)) is
$8,183,799. The September 30, 1998 fair value of these investments of $8,732,662
is estimated based upon projected cash flows discounted at the estimated current
interest rates at which similar loans would be made.  The  applicable  amount of
the allowance  for doubtful  accounts  along with accrued  interest and advances
related  thereto  should also be considered in evaluating  the fair value versus
the carrying value.
<PAGE>

                          REDWOOD MORTGAGE INVESTORS VI
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 1997 (audited) AND
                         SEPTEMBER 30, 1998 (unaudited)

NOTE 10- ASSET CONCENTRATIONS AND CHARACTERISTICS

     The  Mortgage  Investments  are  secured  by  recorded  deeds of trust.  At
September  30, 1998,  there were 57 Mortgage  Investments  outstanding  with the
following characteristics:

Number of Mortgage Investments outstanding                                   57
Total Mortgage Investments outstanding                               $8,183,799

Average Mortgage Investment outstanding                                $143,575
Average Mortgage Investment as percent of total                            1.75%
Average Mortgage Investment as percent of Partners Capital                 1.61%

Largest Mortgage Investment outstanding                              $1,376,117
Largest Mortgage Investment as percent of total                           16.82%
Largest Mortgage Investment as percent of Partners Capital                15.39%

Number of counties where security is located (all California)                14
Largest percentage of Mortgage Investments in one county                  27.98%
Average Mortgage Investment to appraised value of security at time
     Mortgage Investment was consummated                                  64.82%
Number of Mortgage Investments in foreclosure                                 5

     The following categories of mortgage investments are pertinent at September
30, 1998, and December 31, 1997 and 1996:
<TABLE>

                                                  Sept. 30            December 31           December 31
                                               ---------------      ----------------      -----------------
                                                    1998                 1997                   1996
                                               ---------------      ----------------      -----------------
<CAPTION>
<S>                                                <C>                   <C>                    <C>       
First Trust Deeds                                  $4,582,638            $4,588,169             $4,928,794
Second Trust Deeds                                  2,955,640             2,869,543              3,729,581
Third Trust Deeds                                     395,521               397,273                405,567
Fourth Trust Deeds                                    250,000               249,999                249,982
                                               ---------------      ----------------      -----------------
  Total mortgage investments                        8,183,799             8,104,984              9,313,924
Prior liens due other lenders                      12,348,933            11,075,429             17,200,385
                                                                    ----------------      -----------------
                                               ===============
  Total debt                                      $20,532,732           $19,180,413            $26,514,309
                                               ===============      ================      =================

Appraised property value at time of loan          $31,675,321           $28,422,684            $40,225,303
                                               ===============      ================      =================

Total investments as a percent of appraisals            64.82%                67.48%                 65.91%
                                               ===============      ================      =================

Investments by Type of Property

Owner occupied homes                                 $997,309            $1,057,067             $1,443,835
Non-Owner occupied homes                              377,093               380,142                973,498
Apartments                                            816,453               791,755                786,362
Commercial                                          5,992,944             5,876,020              6,110,229
                                               ===============      ================      =================
                                                   $8,183,799            $8,104,984             $9,313,924
                                               ===============      ================      =================
</TABLE>
<PAGE>

                          REDWOOD MORTGAGE INVESTORS VI
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 1997 (audited) AND
                         SEPTEMBER 30, 1998 (unaudited)

     Scheduled maturity dates of mortgage investments as of June 30, 1998 are as
follows:

                        Year Ending
                        December 31,
                     -------------------

                            1998                                    $2,131,484
                            1999                                     3,137,076
                            2000                                       273,029
                            2001                                     1,004,701
                            2002                                       423,485
                         Thereafter                                  1,214,024
                                                               ================
                                                                    $8,183,799
                                                               ================

     The  scheduled   maturities   for  1998  include   $1,152,561  in  Mortgage
Investments  which are past  maturity at September  30,  1998.  $54,493 of those
Mortgage Investments were categorized as delinquent over 90 days.

     Six  Mortgage  Investments  with  principal  outstanding  of  $439,149  had
interest payments overdue in excess of 90 days.

     The cash  balance at  September  30, 1998 of $245,957 was in two banks with
interest  bearing  balances  totalling  $219,185.  The  balances  exceeded  FDIC
insurance limits (up to $100,000 per bank) by $94,176.

<PAGE>

           Managements Discussion and Analysis of Financial Condition
                            and Results of Operations

     On September 2, 1989,  the  Partnership  had sold  97,725.94  Units and its
contributed  capital totalled  $9,772,594 of the approved  $12,000,000 issue, in
Units of $100  each.  As of that  date the  offering  was  formally  closed.  On
September 30, 1998, the Partnerships net capital totalled $8,938,791.

     The  Partnership  began funding  Mortgage  Investments in October 1987. The
Partnerships Mortgage Investments  outstanding for the years ended December 31,
1995,  1996,  1997  and  the  nine  months  through  September  30,  1998,  were
$10,402,491,  $9,313,924,  $8,104,984, and $8,183,799 respectively. The decrease
in Mortgage  Investments  outstanding  of  $1,088,567  from December 31, 1995 to
December  31, 1996,  was due  primarily to the  Partnership  utilizing  Mortgage
Investment payoffs to meet Limited Partner capital liquidations. The decrease in
Mortgage  Investments  outstanding  of  $1,130,125  from  December  31,  1996 to
September  30,  1998,  was  again due  primarily  to the  Partnership  utilizing
Mortgage  Investment  payoffs to meet Limited Partner capital  liquidations  and
line of credit pay-down.  During the years 1996, 1997, and nine months period to
September 30, 1998, Mortgage Investment  principal  collections exceeded Limited
Partner liquidations.

     Currently,  general mortgage  interest rates are lower than those prevalent
at the inception of the Partnership. New Mortgage Investments will be originated
at these lower interest rates. The result is to reduce the average return across
the entire Mortgage Investment portfolio held by the Partnership. In the future,
interest  rates  likely  will  change  from their  current  levels.  The General
Partners  cannot at this time predict at what levels  interest  rates will be in
the future.  Although the rates charged by the Partnership are influenced by the
level of interest  rates in the market,  the General  Partners do not anticipate
that rates charged by the Partnership to its borrowers will change significantly
from the beginning of 1998 over the next 12 months. As of September 30, 1998 the
Partnerships  Real Estate  Owned  account  and the  Investment  in  Partnership
account have been reduced to a combined  $232,944  balance.  These  accounts had
combined  balances of  $1,017,460  and $ 1,937,047  as of December  31, 1997 and
1996,  respectively.  The conversion of these non-earning  assets will allow the
Partnership to produce current income from  previously non earning  assets.  The
overall effect of these developments will allow the Partnerships yield to rise.
The General  Partners  anticipate  that the  annualized  yield for the remaining
three  months  and for the year  1998 will be higher  than the  previous  years
performance level.

     Each year,  the  Partnership  negotiates a line of credit with a commercial
bank which is secured by its  Mortgage  Investment  portfolio.  The  outstanding
balance  of the bank line of credit was  $2,041,011,  $1,530,511,  $899,011  and
$325,000 for the years ended December 1995,  1996,  1997 and nine months through
September 30, 1998,  respectively.  The interest rate on the bank line of credit
has remained at Prime plus one percent for the  preceding  three years.  For the
nine months ended  September  30, 1998,  and the years ended  December 31, 1997,
1996 and 1995, interest on Note Payable-Bank was $38,438, $133,577, $158,175 and
$212,915  respectively.  The  primary  reason  for  this  decrease  was that the
Partnership  had a lower overall credit facility  utilization  from 1995 to 1996
and from 1996 to September 30, 1998. As of September 30, 1998,  the  Partnership
has borrowed $325,000 at an interest rate of Prime plus one percent.  This added
source of funds will help in maximizing  the  Partnership  yield by allowing the
Partnership to minimize the amount of funds in lower yield  investment  accounts
when appropriate  Mortgage  Investments are not currently  available and because
the Mortgage Investments made by the Partnership usually bear interest at a rate
in excess of the rate payable to the bank which extended the line of credit, the
amount to be retained by the  Partnership,  after  payment of the line of credit
cost, will be greater than without the use of the line of credit.

     The Partnership's operating results and delinquencies are within the normal
range of the  General  Partners  expectations,  based upon their  experience  in
managing similar Partnerships over the last twenty- one years.  Foreclosures are
a normal aspect of partnership  operations and the General  Partners  anticipate
that they will not have a material  effect on  liquidity.  As of  September  30,
1998,  there were five  properties in  foreclosure.  Cash is  continually  being
generated  from  interest   earnings,   late  charges,   prepayment   penalties,
amortization  of notes and  pay-off of notes.  Currently,  this  amount  exceeds
Partnership expenses and earnings and principal payout requirements. As Mortgage
Investment  opportunities become available,  excess cash and available funds are
invested in new Mortgage Investments.
<PAGE>

     The General Partners  regularly review the Mortgage  Investment  portfolio,
examining the status of delinquencies,  the underlying collateral securing these
Mortgage  Investments,  REO expenses,  sales activities,  and borrowers payment
records and other data relating to the Mortgage  Investment  portfolio.  Data on
the local real estate market, and on the national and local economy are studied.
Based upon this  information  and more,  Mortgage  Investment  loss reserves and
allowance  for doubtful  accounts are  increased  or  decreased.  Because of the
number of variables  involved,  the magnitude of possible swings and the General
Partners  inability to control many of these factors,  actual results may and do
sometimes  differ  significantly  from estimates  made by the General  Partners.
Management provided $344,807,  $312,684,  $268,101 and $286,902 as provision for
doubtful  accounts for the years ended  December  31,  1995,  December 31, 1996,
December  31,  1997,  and  for the  nine  months  through  September  30,  1998,
respectively.  The decrease in the provision reflects the decrease in the amount
of REO,  unsecured  receivables and the decreasing levels of delinquency  within
the portfolio.  Additionally,  the General  Partners felt that the bottom of the
real estate cycle had been  reached,  reflecting a decreasing  need to set aside
reserves for the continuously  declining real estate values as had been the case
in the early 1990s in the California  real estate  market.  As of September 30,
1998, the Partnership reduced the REO balance from $1,501,712 as of December 31,
1995, to $232,944  through  September 30, 1998.  This  reduction will assist the
Partnership in increasing  yields in 1998, as assets  previously lying idle, may
now produce current income.

     The Northern  California  recession reached bottom in 1993. Since then, the
California  economy  has  been  improving,   slowly  at  first,  but  now,  more
vigorously.  A wide variety of indicators suggest that the economy in California
was strong in 1997,  and the State is well - positioned  for fast  growth.  This
improvement is reflective in increasing property values, in job growth, personal
income growth,  etc., which should  translate into more loan activity.  Which of
course, is healthy for the Partnerships lending activity.

     The  Partnerships  interest  in land  located in East Palo  Alto,  Ca, was
acquired through foreclosure.  The Partnerships  interest is invested with that
of two other Partnerships.  The Partnerships basis of $0, $708,141 and $496,040
for the period  ended  9/30/98,  and the years ended  December 31, 1997 and 1996
respectively,  has  been  invested  with  that of two  other  Partnerships.  The
Partnership had been  attempting to develop  property into an  approximately  63
units residential subdivision, (the Development). The proposed Development had
gained significant public awareness as a result of certain  environmental,  fish
and  wildlife  density,  and  other  concerns.  Incorporated  into the  proposed
Development were various mitigation  measures included  remediation of hazardous
material existing on the property and protection of potentially affected species
due to the  proximity  to the San  Francisco  Baylands.  These issues and others
sparked significant public  controversy.  Opposition against and support for the
proposed Development existed. Among those in opposition to the project was Rhone
Poulanc,  Inc.,  which is responsible for a nearby  hazardous waste site.  Rhone
Poulanc,  Inc. has been  identified  as the  Responsible  Party for the Arsenic
Contamination  which  affected a portion of the property.  On May 8, 1998,  the
Partnership,  in order to  resolve  disputes  which  arose  during the course of
attempts to obtain  entitlements for this  Development,  entered into agreements
with Rhone-Poulanc,  Inc., which among other things,  restricted the property to
non  residential  uses,  provided for appropriate  indemnification  and included
other consideration including a cash payment to the Partnership. The Partnership
has  retained  ownership  of the  property,  which is subject  to  various  deed
restrictions,  options and or first rights of refusal.  The General Partners are
pleased with this outcome to the residential  development  attempt.  The General
Partners may now explore  other  available  options with respect to  alternative
uses for the  property.  In order to pursue  these  operations,  rezoning of the
propertys  existing  residential zoning  classification  will be required.  The
Partnership is continuing to explore  remediation  options available to mitigate
the  pesticide  contamination,   which  affects  the  property.  This  pesticide
contamination  appears  to be the  result of  agricultural  operations  by prior
owners and is unrelated to the Arsenic  Contamination  for which Rhone  Poulanc,
Inc. remains responsible.  The General Partners do not believe at this time that
remediation of the pesticide contaminants will have a material adverse effect on
the financial condition of the Partnership.
<PAGE>

     At the time of subscription to the  Partnership,  Limited  Partners made an
irrevocable decision to either take distributions of earnings monthly, quarterly
or annually or to compound  earnings  in their  capital  account.  For the years
ended  December 31,  1995,  December 31,  1996,  1997,  and nine months  through
September 30, 1998, the Partnership  made  distributions  of earnings to Limited
Partners after allocation of syndication costs of, $296,915,  $288,796, $252,378
and $167,580  respectively.  Distribution of Earnings to Limited  Partners after
allocation of syndication costs for the years ended December 31, 1995,  December
31, 1996,  December 31, 1997,  and nine months to September  30, 1998 to Limited
Partners  capital accounts and not withdrawn was $315,250,  $293,484,  $271,517
and  $211,340  respectively.  As of December  31,  1995,  December  31, 1996 and
December 31, 1997, Limited Partners electing to withdraw earnings represented 50
%, 49 % and 46% of the Limited Partners outstanding capital accounts.

     The Partnership  also allows the Limited Partners to withdraw their capital
account  subject  to  certain   limitations  (see   liquidation   provisions  of
Partnership  Agreement).  For the years ended  December 31,  1995,  December 31,
1996,  December 31,  1997,  and for the nine months  ended  September  30, 1998,
$43,364, $96,362, $159,732 and $94,375 respectively,  were liquidated subject to
the 10% and/or 8% penalty for early withdrawal. These withdrawals are within the
normally  anticipated  range that the  General  Partners  would  expect in their
experience in this and other  Partnerships.  The General  Partners expect that a
small  percentage  of Limited  Partners  will elect to liquidate  their  capital
accounts  over one  year  with a 10%  and/or  8% early  withdrawal  penalty.  In
originally  conceiving the  Partnership,  the General Partners wanted to provide
Limited   Partners  needing  their  capital  returned  a  degree  of  liquidity.
Generally, Limited Partners electing to withdraw over one year need to liquidate
investments  to raise  cash.  The  trend  the  Partnership  is  experiencing  in
withdrawals  by  Limited  Partners  electing  a  one  year  liquidation  program
represents  a small  percentage  of Limited  Partner  capital as of December 31,
1995,  December 31, 1996,  December 31, 1997, and nine months through  September
30, 1998, respectively and is expected by the General Partners to commonly occur
at these levels.

     Additionally,  for the years ended  December 31,  1995,  December 31, 1996,
December 31, 1997,  and the nine months  through  September 30, 1998,  $849,589,
$1,086,737,  $1,137,677 and $656,006  respectively,  were  liquidated by Limited
Partners who have elected a  liquidation  program over a period of five years or
longer.  Once the initial five year hold period has passed, the General Partners
expect to see an increase in liquidations due to the ability of Limited Partners
to  withdraw  without  penalty.  This  ability to  withdraw  after five years by
Limited Partners has the effect of providing Limited Partner liquidity which the
General  Partners  then  expect  a  portion  of the  Limited  Partners  to avail
themselves  of.  This has the  anticipated  effect of the  partnership  growing,
primarily  through  reinvestment  of  earnings in years one  through  five.  The
General Partners expect to see increasing numbers of Limited Partner withdrawals
in years five through eleven,  at which time the bulk of those Limited  Partners
who have  sought  withdrawal  will  have been  liquidated.  After  year  eleven,
liquidation  generally  subsides  and the  Partnership  capital  again  tends to
increase.

     Actual  liquidation  of both  capital  and  earnings  from year five (1992)
through  year ten (1997) and nine  months  through  September  30, 1998 is shown
hereunder:
<TABLE>

                                                       Years ended December 31,

<CAPTION>
                 1992           1993           1994           1995            1996           1997         Sept. 30,
                                                                                                               1998
           -----------     ----------    -----------    -----------     -----------    -----------    --------------
<S>          <C>             <C>            <C>            <C>             <C>            <C>               <C>    
Earnings     $323,037        377,712        303,014        303,098         294,678        257,670           167,580
Capital     *$232,370        528,737        729,449        892,953       1,183,099      1,297,410           750,381
           ===========     ==========    ===========    ===========     ===========    ===========    ==============
Total        $555,407       $906,449     $1,032,463     $1,196,051      $1,477,777     $1,555,080          $917,961
           ===========     ==========    ===========    ===========     ===========    ===========    ==============
<FN>
*These amounts represent gross of early withdrawal penalties.
</FN>
</TABLE>
<PAGE>

     The Year 2,000 will be a challenge  for the entire  world,  with respect to
the  conversion  of  existing  computerized   operations.   The  Partnership  is
completing an assessment of Year 2,000 hardware and



     software issues. This assessment is not yet fully complete. The Partnership
relies on Redwood Mortgage  Corporation,  an affiliate of the  Partnership,  and
third  parties to provide  loan and  investor  services  effected  by Year 2,000
computerized  operations.  Major services  provided to the  Partnership by these
companies are loan servicing, accounting and investor services. The vendors that
supply the software for loan servicing have already  confirmed  compliance  with
Year  2,000  issues.  Installation  of  accounting  software  that is Year 2,000
compliant will begin after the 1998-year ends. The investor  servicing  software
Year 2,000 compliance is still under  assessment.  Existing  investor  servicing
software maintenance  agreements provide for conversion to Year 2,000 compliance
to be  provided by the  vendor.  Additionally,  the  Partnership  has  contacted
several  vendors that provide  investor  services as a possible  alternative  to
continuing to provide  investors  services in house.  It would appear that these
service  providers would be more expensive than the current in house systems but
they do provide a back-up  alternative  in the event of our own failure to fully
convert.  Hardware utilized by Redwood Mortgage Corporation,  is currently being
tested to insure that modifications necessary to be made prior to Year 2,000 can
be accomplished. At this juncture, existing hardware appears to be substantially
compliant with Year 2,000 issues.

     The costs of updating  the various  software  systems  will be borne by the
various  companies  that supply the  Partnership  with services.  Therefore,  no
significant  capital outlays are  anticipated  and the Partnership  expects only
incidental costs of conversion for Year 2,000 issues.

     The Partnership is in the business of making Mortgage  Investments  secured
by real estate. The most important factor in making the Mortgage  Investments is
the value of the real estate  security.  Year 2000 issues have some potential to
effect  industries  and  businesses  located  in the  marketplaces  in which the
Partnership places its Mortgage  Investments.  This would only have an affect on
the Partnership if Year 2000 issues cause a significant downturn in the northern
California economy. In fact, Silicon Valley is located in our marketplace. There
may be significant  increased  demand for Silicon Valley type services and goods
as companies make ready for the Year 2,000 conversion.

     Although not fully developed if all accounting, loan servicing and investor
services  conversions  should  fail  the size  and  scope  of the  Partnerships
activities  are such that they could be handled at an equal or higher  cost on a
manual basis or outsourced to other  servicers  existing in the industry.  While
this would entail some initial set up costs,  these costs would likely not be so
significant as to have a material effect upon the Partnership.

<PAGE>

       COMPENSATION OF THE GENERAL PARTNERS AND AFFILIATES BY PARTNERSHIP

     The Partnership has no officers or directors. The Partnership is managed by
the General Partners.  There are certain fees and other items paid to management
and related parties. A more complete  description of management  compensation is
found in the Prospectus,  pages 11-12,  under the section  Compensation  of the
General Partners and the Affiliates,  which is incorporated by reference.  Such
compensation is summarized below.

     The  following  compensation  has been  paid to the  General  Partners  and
affiliates  for services  rendered  during the nine months ended  September  30,
1998. All such compensation is in compliance with the guidelines and limitations
set forth in the Prospectus.

Entity Receiving    Description of Compensation and Services Rendered    Amount
Compensation
- ------------------- ------------------------------------------------- ----------
I.
Redwood Mortgage    Mortgage Servicing Fee for servicing Mortgage
                    Investments                                         $55,785

General Partners
&/or Affiliates     Asset Management Fee for managing assets             $3,840

General Partners    1% interest in profits                               $3,827


     II. FEES PAID BY  BORROWERS  ON MORTGAGE  INVESTMENTS  PLACED BY  COMPANIES
RELATED TO THE GENERAL PARTNERS WITH THE PARTNERSHIP  (EXPENSES OF BORROWERS NOT
OF THE PARTNERSHIP):



Redwood Mortgage       Mortgage Brokerage Commissions for services
                       in connection with the review, selection,
                       evaluation, negotiation, and extension of the
                       Mortgage Investments paid by the borrowers
                       and not by the Partnership                       $36,700

Redwood Mortgage       Processing and Escrow Fees for services in
                       connection with notary, document preparation,
                       credit investigation, and escrow fees payable by
                       the borrowers and not by the Partnership            $749


     III. IN ADDITION,  THE GENERAL PARTNER AND/OR RELATED COMPANIES PAY CERTAIN
EXPENSES ON BEHALF OF THE PARTNERSHIP FOR WHICH IT IS REIMBURSED AS NOTED IN THE
STATEMENT OF INCOME.....................................................$18,512

<PAGE>
     As  of  September  30,  1998,  a  summary  of  the  Partnership's  Mortgage
Investment portfolio is set forth below.

Mortgage Investments as a Percentage of Total Mortgage Investments


First Trust Deeds                                   $4,582,638.49
Appraised Value of Properties                        6,848,236.00
   Total Investment as a % of Appraisal                     66.92%

First Trust Deeds                                   $4,582,638.49
Second Trust Deed Mortgage Investments               2,955,640.14
Third Trust Deed Mortgage Investments                  395,520.70
Fourth Trust Deed Mortgage Investments*                249,999.40
                                              --------------------
                                                    $8,183,798.73

First Trust Deeds due other Lenders                 11,180,298.00
Second Trust Deeds due other Lenders                   990,064.00
Third Trust Deeds due other Lenders                    178,571.00

Total Debt                                         $20,532,731.73

   Appraised Property Value                        $31,675,321.00
   Total Investments as a % of Appraisal                    64.82%


Number of Mortgage Investments Outstanding                     57


Average Investment                                     143,575.42
Average Investment as a % of Net Assets                      1.61%
Largest Investment Outstanding                       1,376,117.03
Largest Investment as a % of Net Assets                     15.39%


Mortgage Investments  as a Percentage of Total Mortgage Investments

First Trust Deeds                                           56.00%
Second Trust Deeds                                          36.12%
Third Trust Deeds                                            4.83%
Fourth Trust Deeds                                           3.05%
                                               --------------------
                                                           100.00%
Total

Mortgage Investments by Type          Amount              Percent
of Property

Owner Occupied Homes                  $997,309.24           12.18%
Non-Owner Occupied Homes               377,092.44            4.61%
Apartments                             816,452.65            9.98%
Commercial                           5,992,944.40           73.23%
                                 -----------------      -----------
Total                               $8,183,798.73         100.00%

*Footnote on following page
<PAGE>


     The following is a distribution of Mortgage  Investments  outstanding as of
September 30, 1998 by Counties.
 
Santa Clara               $2,289,904.31           27.98%
Alameda                    1,177,870.81           14.39%
San Mateo                  1,124,389.78           13.74%
Stanislaus                   871,569.71           10.65%
Contra Costa                 768,532.40            9.39%
San Francisco                728,678.51            8.90%
Sacramento                   597,667.46            7.30%
Sonoma                       253,208.87            3.10%
Ventura                       91,000.00            1.11%
Shasta                        81,218.96            0.99%
Marin                         75,625.38            0.93%
Monterey                      70,868.54            0.87%
Santa Cruz                    34,489.84            0.42%
Solano                        18,774.16            0.23%
                     -------------------      -----------

Total                     $8,183,798.73          100.00%


     * Redwood Mortgage  Investors VI, together with other Redwood  partnerships
hold a second and a fourth trust deed against the secured property. In addition,
the principals behind the borrower corporation have given personal guarantees as
collateral.  The  overall  loan to  value  ratio  on this  loan  was  76.52%  at
inception.  In addition to the borrower  paying an interest rate of 12.25%,  the
Partnership  and other  lenders will also  participate  in profits.  The General
Partners  have had previous  loan  activity  with this  borrower  which had been
concluded  successfully,  with extra earnings earned for the other  partnerships
involved.


Statement of Condition of Mortgage Investments:

         Number of Mortgage Investments in Foreclosure               5

<PAGE>



                                     PART 2
                                OTHER INFORMATION

    Item 1.   Legal Proceedings

              No legal action has been initiated against the Partnership.
              The Partnership had filed a legal action for collection against
              borrowers, which is routine litigation incidental to its business.
              Please refer to note (7) of financial statements.

    Item 2.   Changes in the Securities

              Not Applicable

    Item 3.   Defaults upon Senior Securities

              Not Applicable

    Item 4.   Submission of Matters to a Vote of Security Holders

              Not Applicable

    Item 5.   Other Information

              Not Applicable

    Item 6.   Exhibits and Reports on Form 8-K

                   (a) Exhibits
                        Not Applicable

                   (b) Form 8-K
                        The registrant has not filed any reports on Form 8-K 
                        during the three month period ending September 30, 1998.

<PAGE>
                                   Signatures


     Pursuant  to the  requirements  of Section  13 or 15 (d) of the  Securities
Exchange Act of 1934 the  registrant has duly caused this report to be signed on
its  behalf  by the  undersigned,  thereto  duly  authorized  on the 12th day of
November, 1998.

REDWOOD MORTGAGE INVESTORS VI


By:      /s/ D. Russell Burwell
         ---------------------------------------------
         D. Russell Burwell, General Partner


By:      /s/ Michael R. Burwell
         ---------------------------------------------
         Michael R. Burwell, General Partner


By:      Gymno Corporation, General Partner


         By:     /s/ D. Russell Burwell
                 ---------------------------------------------
                 D. Russell Burwell, President


         By:     /s/ Michael R. Burwell
                 ---------------------------------------------
                 Michael R. Burwell, Secretary/Treasurer


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed below by the following person on behalf of the registrant
and in the capacity indicated on the 12th day of November, 1998.


Signature                            Title                                Date


/s/ D. Russell Burwell
- ---------------------------
D. Russell Burwell               General Partner                   Nov 12, 1998


/s/ Michael R. Burwell
- ---------------------------
Michael R. Burwell               General Partner                   Nov 12, 1998



/s/ D. Russell Burwell
- ---------------------------
D. Russell Burwell               President of Gymno Corporation,   Nov 12, 1998
                                 (Principal Executive Officer);
                                 Director of Gymno Corporation


/s/ Michael R. Burwell
- ---------------------------
Michael R. Burwell               Secretary/Treasurer of Gymno      Nov 12, 1998
                                 Corporation (Principal Financial
                                 and Accounting Officer);
                                 Director of Gymno Corporation


<PAGE>

<TABLE> <S> <C>


<ARTICLE>                     5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>               DEC-31-1998
<PERIOD-START>                  JAN-01-1998
<PERIOD-END>                    SEP-30-1998
<CASH>                          245957               
<SECURITIES>                    0              
<RECEIVABLES>                   9045564               
<ALLOWANCES>                    221465              
<INVENTORY>                     0               
<CURRENT-ASSETS>                0              
<PP&E>                          0              
<DEPRECIATION>                  0               
<TOTAL-ASSETS>                  9303000              
<CURRENT-LIABILITIES>           0               
<BONDS>                         0              
           364209             
                     0              
<COMMON>                        0              
<OTHER-SE>                      8938791              
<TOTAL-LIABILITY-AND-EQUITY>    9303000              
<SALES>                         0             
<TOTAL-REVENUES>                816707               
<CGS>                           0               
<TOTAL-COSTS>                   108620               
<OTHER-EXPENSES>                0               
<LOSS-PROVISION>                286902               
<INTEREST-EXPENSE>              38438               
<INCOME-PRETAX>                 382747               
<INCOME-TAX>                    0               
<INCOME-CONTINUING>             382747               
<DISCONTINUED>                  0               
<EXTRAORDINARY>                 0               
<CHANGES>                       0               
<NET-INCOME>                    382747               
<EPS-PRIMARY>                   .00               
<EPS-DILUTED>                   .00               
        


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission