UNITED STATES


SECURITIES AND EXCHANGE COMMISSION





Washington, D.C. 20549





FORM 10-Q


(Mark One)





[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended December 31, 2010





OR





[ ]  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: 000-52841








WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13





California
20-2355224(State or other jurisdiction of
(I.R.S. Employerincorporation or organization)
Identification No.)17782 Sky Park CircleIrvine, CA
92614-6404(Address of principal executive offices)
(Zip Code)





(714) 662-5565


(Telephone number)





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  No X





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Yes  No X







Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):




Large accelerated filer___ Accelerated filer___  Non-accelerated filer___X__Smaller reporting company___





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes ___No _X__  WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13
 (A California Limited Partnership)
 
 INDEX TO FORM 10-Q
 
 For the Quarterly Period Ended December 31, 2010


PART I. FINANCIAL INFORMATIONItem 1.
Financial StatementsCondensed Balance SheetsAs of  December  31, 2010 and March 31, 2010
3Condensed Statements of OperationsFor the Three and Nine Months Ended  December  31, 2010 and 2009
4Condensed Statement of Partners' Equity (Deficit)For the Nine Months Ended  December  31, 2010
5Condensed Statements of Cash FlowsFor the Nine Months Ended  December 31, 2010 and 2009
6Notes to Condensed Financial Statements

7Item 2.
Management's Discussion and Analysis of FinancialCondition and Results of Operations
17Item 3.
Quantitative and Qualitative Disclosures about Market Risks

20Item 4T.
Controls and Procedures

20PART II. OTHER INFORMATIONItem 1.
Legal Proceedings

21Item 1A.
Risk Factors

21Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds

21Item 3.
Defaults Upon Senior Securities

21Item 4.
(Removed and Reserved)

21Item 5.
Other Information

21Item 6.
Exhibits

21Signatures


22


2
 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13
 (A California Limited Partnership)
 
 CONDENSED BALANCE SHEETS
 (Unaudited)





December 31, 2010

March 31, 2010ASSETSCash and cash equivalents
$
2,282,511
$
678,636Advances to Local Limited Partnerships (Note 4)

357,308

-Investments in Local Limited Partnerships, net

(Notes 2 and 3)

9,238,481

10,079,132Total Assets
$
11,878,300
$
10,757,768LIABILITIES AND PARTNERS' EQUITY (DEFICIT)Liabilities:Payables to Local Limited Partnerships (Note 5)
$
2,985,136
$
692,220Accrued fees and expenses due toGeneral Partner and affiliates (Note 3)

573,206

993,507Total Liabilities

3,558,342

1,685,727Partners’ Equity ( Deficit):General Partner

(9,789)

(9,037)Limited Partners (25,000 Partnership Units authorized;20,981 Partnership Units issued and outstanding)

8,329,747

9,081,078Total Partners’ Equity (Deficit)

8,319,958

9,072,041Total Liabilities and Partners’ Equity (Deficit)
$
11,878,300
$
10,757,768


See accompanying notes to condensed financial statements
 
 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13
 (A California Limited Partnership)
 
 CONDENSED STATEMENTS OF OPERATIONS
 
 For the Three and Nine Months Ended December 31, 2010 and 2009
 (Unaudited)


2010

2009Three Months

Nine Months

Three Months

Nine MonthsReporting fees
$
-
$
157
$
-
$
-Operating expenses and loss:Amortization (Note 2)

17,175

51,525

17,175

51,525Asset management fees (Note 3)

40,901

119,274

44,614

133,841Legal and accounting fees

12,143

122,861

3,839

46,799Impairment loss (Note 2)

-

82,672

880,833

1,169,440Asset management expenses

1,056

4,534

1,715

9,007Write off of advances to Local

Limited  Partnerships (Note 4)

-

-

172,518

697,518Other

2,472

9,530

1,174

4,544Total operating expenses and loss

73,747

390,396

1,121,868

2,112,674Loss from operations

(73,747)

(390,239)

(1,121,868)

(2,112,674)Equity in losses of LocalLimited Partnerships (Note 2)

(51,065)

(449,271)

(585,418)

(1,806,918)Gain on Sale of LocalLimited Partnerships (Note 1)

-

85,349

-

-Interest income

1,173

2,078

62

736Net loss
$
(123,639)
$
(752,083)
$
(1,707,224)
$
(3,918,856)Net loss allocated to:General Partner
$
(124)
$
(752)
$
(1,707)
$
(3,919)Limited Partners
$
(123,515)
$
(751,331)
$
(1,705,517)
$
(3,914,937)Net loss per Partnership Unit
$
(6)
$
(36)
$
(81)
$
(187)Outstanding weighted

Partnership Units

20,981

20,981

20,981

20,981





See accompanying notes to condensed financial statements
 4
 
 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13
 (A California Limited Partnership)
 
 CONDENSED STATEMENT OF PARTNERS’ EQUITY (DEFICIT)
 
 For the Nine Months Ended December 31, 2010 and 2009
 (Unaudited)





General

LimitedPartner

Partners

TotalPartners’ equity (deficit) at March 31, 2010
$
(9,037)
$
9,081,078
$
9,072,041Net loss

(752)

(751,331)

(752,083)Partners’ equity (deficit) at December 31, 2010
$
(9,789)
$
8,329,747
$
8,319,958


See accompanying notes to condensed financial statements
 5
 
 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13
 (A California Limited Partnership)
 
 CONDENSED STATEMENTS OF CASH FLOWS
 
 For the Nine Months Ended December 31, 2010 and 2009
 (Unaudited)


2010

2009Cash flows from operating activities:Net loss
$
(752,083)
$
(3,918,856)Adjustments to reconcile net loss to netcash used in operating activities:Amortization

51,525

51,525Equity in losses of Local Limited Partnerships

449,271

1,806,918Impairment loss

82,672

1,169,440Gain on sale of investments in Local Limited

Partnerships

(85,349)

-Increase (decrease) in accrued fees and expenses due toGeneral Partner and affiliates

(420,301)

459,190Net cash used in operating activities

(674,265)

(431,783)Cash flows from investing activities:Capital contributions paid to Local Limited Partnerships

(197,538)

(376,893)Proceeds from sale of investments in Local Limited

Partnerships

2,829,428

-Distributions received from Local Limited Partnerships

3,558

3,558Advances to Local Limited Partnerships

(357,308)

(697,518)Write off of advances to Local Limited Partnerships

-

697,578Net cash provided by (used in) investing activities

2,278,140

(373,335)Net increase (decrease) in cash and cash equivalents

1,603,875

(805,118)Cash and cash equivalents, beginning of period

678,636

1,522,248Cash and cash equivalents, end of period
$
2,282,511
$
717,130SUPPLEMENTAL DISCLOSURE OF

CASH FLOW INFORMATIONTaxes paid
$
-
$
-SIGNIFICANT NONCASH INVESTING ACTIVITIESThe Partnership decreased its investment in Local Limited Partnerships and decreased its payables to Local Limited Partnerships for tax credits not generated
$
-
$
10,367The Partnership increased its investment in Local Limited Partnerships and increased its payables to Local Limited Partnerships for an additional investment in an existing Local Limited Partnership
$
2,293,113
$
-


See accompanying notes to condensed financial statements
 6
 
 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13
 (A California Limited Partnership)
 
 NOTES TO CONDENSED FINANCIAL STATEMENTS
 
 For the Quarterly Period Ended December 31, 2010
 (Unaudited)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





General





The accompanying condensed unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q for quarterly reports under Section 13 or 15(d) of the Securities Exchange Act of 1934.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the nine months ended December 31, 2010 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2011.  For further information, refer to the financial statements and footnotes thereto included in the Partnership's annual report on Form 10-K for the fiscal year ended March 31, 2010.





Organization





WNC Housing Tax Credit Fund VI, L.P., Series 13, a California Limited Partnership (the “Partnership”), was formed on February 7, 2005 under the laws of the State of California, and commenced operations on December 14, 2005. The Partnership was formed to invest primarily in other limited partnerships and limited liability companies (the “Local Limited Partnerships”) which own and operate multi-family housing complexes (the “Housing Complex”) that are eligible for Low Income Housing Tax Credits.  The local general partners (the “Local General Partners”) of each Local Limited Partnership retain responsibility for maintaining, operating and managing the Housing Complex. Each Local Limited Partnership is governed by its agreement of limited partnership (the “Local Limited Partnership Agreement”).





The general partner of the Partnership is WNC National Partners, LLC (the “General Partner”).  The general partner of the General Partner is WNC & Associates, Inc. (“Associates”).  The chairman and the president of Associates owns all of the outstanding stock of Associates.  The business of the Partnership is conducted primarily through Associates, as the Partnership and General Partner have no employees of their own.





The Partnership shall continue in full force and effect until December 31, 2070, unless terminated prior to that date, pursuant to the partnership agreement or law.





The financial statements include only activity relating to the business of the Partnership and do not give effect to any assets that the partners may have outside of their interests in the Partnership, or to any obligations, including income taxes of the partners.





The Partnership agreement authorized the sale of up to 25,000 units of limited partnership interest (“Partnership Units”) at a price of $1,000 per Partnership Unit.  The offering of Partnership Units has concluded and 20,981 Partnership Units, representing subscriptions in the amount of $20,965,400, net of volume discounts of $4,540 and dealer discounts of $11,060 had been accepted.  The General Partner has a 0.1% interest in operating profits and losses, taxable income and losses, in cash available for distribution from the Partnership and Low Income Housing Tax Credits.  The investors (the “Limited Partners”) in the Partnership will be allocated the remaining 99.9% of these items in proportion to their respective investments.





The proceeds from the disposition of any of the Housing Complexes will be used first to pay debts and other obligations per the respective Local Limited Partnership Agreement.  Any remaining proceeds will then be paid to the partners of the Local Limited Partnership, including the Partnership, in accordance with the terms of the particular Local Limited Partnership Agreement.  The sale of a Housing Complex may be subject to other restrictions and obligations.


7
 
 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13
 (A California Limited Partnership)
 
 NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
 
 For the Quarterly Period Ended December 31, 2010
 (Unaudited)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued





Accordingly, there can be no assurance that a Local Limited Partnership will be able to sell its Housing Complex.  Even if it does so, there can be no assurance that any significant amounts of cash will be distributed to the Partnership.  Should such distributions occur, the Limited Partners will be entitled to receive distributions from the proceeds remaining after payment of Partnership obligations and funding reserves, equal to their capital contributions and their return on investment (as defined in the Partnership Agreement).  The General Partner would then be entitled to receive proceeds equal to its capital contributions from the remainder.  Any additional sale or refinancing proceeds will be distributed 90% to the Limited Partners (in proportion to their respective investments) and 10% to the General Partner.





Risks and Uncertainties





An investment in the Partnership and the Partnership’s investments in Local Limited Partnerships and their Housing Complexes are subject to risks.  These risks may impact the tax benefits of an investment in the Partnership, and the amount of proceeds available for distribution to the Limited Partners, if any, on liquidation of the Partnership’s investments.  Some of those risks include the following:





The Low Income Housing Tax Credits rules are extremely complicated. Noncompliance with these rules results in the loss of future Low Income Housing Tax Credits and the fractional recapture of Low Income Housing Tax Credits already taken. In most cases the annual amount of Low Income Housing Tax Credits that an individual can use is limited to the tax liability due on the person’s last $25,000 of taxable income. The Local Limited Partnerships may be unable to sell the Housing Complexes at a price which would result in the Partnership realizing cash distributions or proceeds from the transaction.  Accordingly, the Partnership may be unable to distribute any cash to its Limited Partners. Low Income Housing Tax Credits may be the only benefit from an investment in the Partnership.





The Partnership has invested in a limited number of Local Limited Partnerships. Such limited diversity means that the results of operation of each single Housing Complex will have a greater impact on the Partnership. With limited diversity, poor performance of one Housing Complex could impair the Partnership’s ability to satisfy its investment objectives.  Each Housing Complex is subject to mortgage indebtedness. If a Local Limited Partnership failed to pay its mortgage, it could lose its Housing Complex in foreclosure. If foreclosure were to occur during the first 15 years, the loss of any remaining future Low Income Housing Tax Credits, a fractional recapture of prior Low Income Housing Tax Credits, and a loss of the Partnership’s investment in the Housing Complex would occur. The Partnership is a limited partner or a non-managing member of each Local Limited Partnership. Accordingly, the Partnership will have very limited rights with respect to management of the Local Limited Partnerships. The Partnership will rely totally on the Local General Partners. Neither the Partnership’s investments in Local Limited Partnerships, nor the Local Limited Partnerships’ investments in Housing Complexes, are readily marketable. To the extent the Housing Complexes receive government financing or operating subsidies, they may be subject to one or more of the following risks: difficulties in obtaining tenants for the Housing Complexes; difficulties in obtaining rent increases; limitations on cash distributions; limitations on sales or refinancing of Housing Complexes; limitations on transfers of interests in Local Limited Partnerships; limitations on removal of Local General Partners; limitations on subsidy programs; and possible changes in applicable regulations.  Uninsured casualties could result in loss of property and Low Income Housing Tax Credits and recapture of Low Income Housing Tax Credits previously taken. The value of real estate is subject to risks from fluctuating economic conditions, including employment rates, inflation, tax, environmental, land use and zoning policies, supply and demand of similar Housing Complexes, and neighborhood conditions, among others.  8
 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13
 (A California Limited Partnership)
 
 NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
 
 For the Quarterly Period Ended December 31, 2010
 (Unaudited)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued





The ability of Limited Partners to claim tax losses from the Partnership is limited. The IRS may audit the Partnership or a Local Limited Partnership and challenge the tax treatment of tax items. The amount of Low Income Housing Tax Credits and tax losses allocable to Limited Partners could be reduced if the IRS were successful in such a challenge. The alternative minimum tax could reduce tax benefits from an investment in the Partnership.  Changes in tax laws could also impact the tax benefits from an investment in the Partnership and/or the value of the Housing Complexes.





The Partnership currently has insufficient working capital to fund its operations. Associates has agreed to continue providing advances sufficient enough to fund the operations and working capital requirements of the Partnership through April 30, 2012.





Anticipated future and existing cash resources of the Partnership are not sufficient to pay existing liabilities of the Partnership.  A significant portion of the existing liabilities are the payables to Local Limited Partnerships and those payables are the first priority to be paid.    If the Partnership does not have enough cash to pay those liabilities the General Parnter or an affiliate will fund the necessary cash to pay the liabilities.  The remain portion of the payables are due to the General Partner or an affiliate.  Though the amounts payable to the General Partner and/or its affiliates are contractually currently payable, the Partnership anticipates that the General Partner and/or its affiliates will not require the payment of these contractual obligations until capital reserves are in excess of the aggregate of then existing contractual obligations and then anticipated future foreseeable obligations of the Partnership.  The Partnership would be adversely affected should the General Partner and/or its affiliates demand current payment of the existing contractual obligations and or suspend services for this or any other reason.





No trading market for the Partnership Units exists or is expected to develop. Limited Partners may be unable to sell their Partnership Units except at a discount and should consider their Partnership Units to be a long-term investment. Individual Limited Partners will have no recourse if they disagree with actions authorized by a vote of the majority of Limited Partners.





Exit Strategy





The Compliance Period for a Housing Complex is generally 15 years following construction or rehabilitation completion. Associates was one of the first in the industry to offer syndicated investments in Low Income Housing Tax Credits.  The initial programs have completed their Compliance Periods.





Upon the sale of a Local Limited Partnership interest or Housing Complex after the end of the Compliance Period, there would be no recapture of Low Income Housing Tax Credits.  A sale prior to the end of the Compliance Period could result in recapture if certain conditions are not met.  None of the Housing Complexes have completed their 15-year Compliance Period.





Upon identifying those Housing Complexes with the highest potential for a successful sale, refinancing or re-syndication, the Partnership expects to proceed with efforts to liquidate them. The objective is to maximize the Limited Partners’ return wherever possible and, ultimately, to wind down the Partnership.   Local Limited Partnership interests may be disposed of any time by the General Partner in its discretion.  While liquidation of the Housing Complexes continues to be evaluated, the dissolution of the Partnership was not imminent as of December 31, 2010.





9
 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13
 (A California Limited Partnership)
 
 NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
 
 For the Quarterly Period Ended December 31, 2010
 (Unaudited)
  NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued




The Partnership filed preliminary materials to the Securities and Exchange Commission (“SEC”) on April 2, 2010 and filed definitive materials on April 15, 2010. They were disseminated to the Limited Partners on April 15, 2010.  The definitive materials sought approval for the disposition of Sierra’s Run and Fernwood with those proceeds being used to purchase the additional tax credits for Davenport.  On May 10, 2010, the Partnership filed additional definitive materials, which served as a reminder to the Limited Partners that all proxies had to be received by the General Partner of the Partnership by June 14, 2010.  A majority vote in favor of the dispositions was obtained on June 9, 2010.   The total net investment balances in Fernwood and Sierra’s Run were $85,349 less than the aggregate purchase price of $2,829,427.  Accordingly, a gain on sale of Local Limited Partnerships in that amount was recorded during the nine months ended December 31, 2010.





Fernwood and Sierra’s Run will complete their 15-year compliance periods in 2022; therefore there is a risk of tax credit recapture.  The maximum exposure of recapture (excluding the interest and penalties related to the recapture) is $177,508 and $170,246, respectively, for Fernwood and Sierra’s Run, which equates to $16.57 per Partnership Unit in the aggregate.  Under the circumstances, the General Partner believes there is a reasonable expectation that each Local Limited Partnership will continue to be operated as qualified low income housing for the balance of its Compliance Period, and, accordingly, does not anticipate that there will be any recapture.





Method of Accounting for Investments in Local Limited Partnerships





The Partnership accounts for its investments in Local Limited Partnerships using the equity method of accounting, whereby the Partnership adjusts its investment balance for its share of the Local Limited Partnerships’ results of operations and for any contributions made and distributions received. The Partnership reviews the carrying amount of an individual investment in a Local Limited Partnership for possible impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of such investment may not be recoverable.  Recoverability of such investment is measured by the estimated value derived by management, generally consisting of the sum of the remaining future Low Income Housing Tax Credits estimated to be allocable to the Partnership and the estimated residual value to the Partnership.   If an investment is considered to be impaired, the Partnership reduces the carrying value of its investment in any such Local Limited Partnership.  The accounting policies of the Local Limited Partnerships, generally, are expected to be consistent with those of the Partnership. Costs incurred by the Partnership in acquiring the investments are capitalized as part of the investment account and are being amortized over 27.5 years (see Note 2).





“Equity in losses of Local Limited Partnerships” for the periods ended December 31, 2010 and 2009 have been recorded by the Partnership. Management’s estimate for the three and nine-month periods are based on either actual unaudited results reported by the Local Limited Partnerships or historical trends in the operations of the Local Limited Partnerships. In subsequent annual financial statements, upon receiving the actual annual results reported by the Local Limited Partnerships, management reverses its prior estimate and records the actual results reported by the Local Limited Partnerships.  Equity in losses of Local Limited Partnerships allocated to the Partnership are not recognized to the extent that the investment balance would be adjusted below zero. If the Local Limited Partnerships reported net income in future years, the Partnership will resume applying the equity method only after its share of such net income equals the share of net losses not recognized during the period(s) the equity method was suspended (see Note 2).


10
 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13
 (A California Limited Partnership)
 
 NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
 
 For the Quarterly Period Ended December 31, 2010
 (Unaudited)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued





In accordance with the accounting guidance for the consolidation of variable interest entities, the Partnership determines when it should include the assets, liabilities, and activities of a variable interest entity (VIE) in its financial statements, and when it should disclose information about its relationship with a VIE. The analysis that must be performed to determine which entity should consolidate a VIE focuses on control and economic factors. A VIE is a legal structure used to conduct activities or hold assets, which must be consolidated by a company if it is the primary beneficiary because it has (1) the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the guidance requires continual reconsideration of the primary beneficiary of a VIE.





Based on this guidance, the Local Limited Partnerships in which the Partnership invests meet the definition of a VIE because the owners of the equity at risk in these entities do not have the power to direct their operations. However, management does not consolidate the Partnership's interests in these VIEs, as it is not considered to be the primary beneficiary since it does not have the power to direct the activities that are considered most significant to the economic performance of these entities. The Partnership currently records the amount of its investment in these Local Limited Partnerships as an asset on its balance sheets, recognizes its share of partnership income or losses in the statements of operations, and discloses how it accounts for material types of these investments in its financial statements. The Partnership's balance in investment in Local Limited Partnerships, plus the risk of recapture of tax credits previously recognized on these investments, represents its maximum exposure to loss. The Partnership's exposure to loss on these Local Limited Partnerships is mitigated by the condition and financial performance of the underlying Housing Complexes as well as the strength of the Local General Partners and their guarantee against credit recapture to the investors in the Partnership.





Distributions received by the Partnership are accounted for as a reduction of the investment balance.  Distributions received after the investment has reached zero are recognized as income.  As of December 31, 2010, three of the investment balances had reached zero.





Use of Estimates





The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could materially differ from those estimates.





Cash and Cash Equivalents





The Partnership considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.  As of December 31, 2010 and March 31, 2010, the Partnership had cash equivalents of $92,505 and $319,375, respectively.





Concentration of Credit Risk





At December 31, 2010 and March 31, 2009, the Partnership maintained cash balances at certain financial institutions in excess of the federally insured maximum.  The Partnership believes it is not exposed to any significant financial risk on cash.





Reporting Comprehensive Income





The Partnership had no items of other comprehensive income for all periods presented.


11
 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13
 (A California Limited Partnership)
 
 NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
 
 For the Quarterly Period Ended December 31, 2010
 (Unaudited)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued





Income Taxes





The Partnership has elected to be treated as a pass-through entity for income tax purposes and, as such, is not subject to income taxes. Rather, all items of taxable income, deductions and tax credits are passed through to and are reported by its owners on their respective income tax returns.  The Partnership’s federal tax status as a pass-through entity is based on its legal status as a partnership. Accordingly, the Partnership is not required to take any tax positions in order to qualify as a pass-through entity. The Partnership is required to file and does file tax returns with the Internal Revenue Service and other taxing authorities. Accordingly, these financial statements do not reflect a provision for income taxes and the Partnership has no other tax positions which must be considered for disclosure.





Net Loss Per Partnership Unit





Net loss per Partnership Unit includes no dilution and is computed by dividing loss available to Limited Partners by the weighted average number of Partnership Units outstanding during the period.  Calculation of diluted net loss per Partnership Unit is not required.





Revenue Recognition





The Partnership is entitled to receive reporting fees from the Local Limited Partnerships.  The intent of the reporting fees is to offset (in part) administrative costs incurred by the Partnership in corresponding with the Local Limited Partnerships.  Due to the uncertainty of the collection of these fees, the Partnership recognizes reporting fees as collections are made.





Amortization





Acquisition fees and costs are being amortized over 27.5 years using the straight-line method. Amortization expense for each of the nine months ended December 31, 2010 and 2009 was $51,525.





Impairment





The Partnership reviews its investments in Local Limited Partnership for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of such investments may not be recoverable. Recoverability is measured by a comparison of the carrying amount of the investment to the sum of the total amount of the remaining Low Income Housing Tax Credits allocated to the Partnership and any estimated residual value of the investment.  For the nine months ended December 31, 2010 and 2009, impairment loss related to investments in Local Limited Partnerships was $82,672 and $1,169,440, respectively.





The Partnership also evaluates its intangibles for impairment in connection with its investments in Local Limited Partnerships. Impairment on the intangibles is measured by comparing the Partnership’s total investment balance after impairment of investments in Local Limited Partnerships to the sum of the total of the remaining Low Income Housing Tax Credits allocated to the Partnership and any estimated residual value of the investments. During the nine months ended December 31, 2010 and 2009, there was no impairment loss recorded against the related intangibles.


12
 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13
 (A California Limited Partnership)
 
 NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
 
 For the Quarterly Period Ended December 31, 2010
 (Unaudited)


NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS





As of December 31, 2010 and March 31, 2010, the Partnership owns Local Limited Partnership interests in 8 and 10 Local Limited Partnerships, respectively.  Each of these Local Limited Partnership’s own one Housing Complex consisting of an aggregate of 598 and 647 apartment units as of December 31, 2010 and March 31, 2010, respectively. The respective Local General Partners of the Local Limited Partnerships manage the day to day operations of the entities. Significant Local Limited Partnership business decisions require approval from the Partnership.  The Partnership, as a limited partner, is generally entitled to 99.98%, as specified in the Local Limited Partnership Agreements, of the operating profits and losses, taxable income and losses, and Low Income Housing Tax Credits of the Local Limited Partnerships.





The following is a summary of the equity method activity of the investments in Local Limited Partnerships for the periods presented below:





For the Nine Months Ended

December 31, 2010

For the Year

Ended

March 31, 2010Investments per balance sheet, beginning of period
$
10,079,132
$
13,242,305Dispositions of Local Limited Partnerships

(2,744,276)

-Additional investment in a Local Limited Partnership

2,490,651

-Distributions received from Local Limited Partnerships

(3,558)

(3,559)Equity in losses of Local Limited Partnerships

(449,271)

(1,861,108)Tax credit adjustments

-

(10,366)Impairment loss

(82,672)

(1,169,440)Syndication costs

-

(50,000)Amortization of acquisition fees and costs

(51,498)

(68,664)Amortization of warehouse interest and costs

(27)

(36)Investments per balance sheet, end of period
$
9,238,481
$
10,079,132





For the Nine Months Ended

December 31, 2010

For the Year Ended

March 31, 2010Investments in Local Limited Partnerships, net
$
7,617,312
$
8,406,438Acquisition fees and costs, net of accumulated amortization of

$267,993 and $216,495

1,620,297

1,671,795Capitalized warehouse costs and interest, net of accumulated

amortization of $167 and $140

872

899Investments per balance sheet, end of period
$
9,238,481
$
10,079,132


13
 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13
 (A California Limited Partnership)
 
 NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
 
 For the Quarterly Period Ended December 31, 2010
 (Unaudited)


NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued





Selected financial information for the nine months ended December 31, 2010 and 2009 from the unaudited combined condensed financial statements of the Local Limited Partnerships in which the Partnership has invested is as follows:





COMBINED CONDENSED STATEMENTS OF OPERATIONS2010

2009Revenues
$
3,215,000
$
3,387,000Expenses:Interest expense

827,000

915,000Depreciation and amortization

1,339,000

1,420,000Operating expenses

2,417,000

2,885,000Total expenses

4,583,000

5,220,000Net loss
$
(1,368,000)
$
(1,833,000)Net loss allocable to the Partnership
$
(1,368,000)
$
(1,832,000)Net loss recorded by the Partnership
$
(449,000)
$
(1,807,000)





Certain Local Limited Partnerships have incurred significant operating losses and/or have working capital deficiencies.  In the event these Local Limited Partnerships continue to incur significant operating losses, additional capital contributions by the Partnership may be required to sustain operations of such Local Limited Partnerships.  If additional capital contributions are not made when they are required, the Partnership's investments in certain of such Local Limited Partnerships could be impaired, and the loss and recapture of the related Low Income Housing Tax Credits could occur.





Troubled Housing Complexes





Davenport started construction in October 2006 and was scheduled to be completed in June 2008. Construction was delayed due to the original Local General Partner defaulting on his construction guarantee and resulting disputed mechanic liens on the property.  In November 2008, the original Local General Partner was replaced with a new Local General Partner, Shelter Resource Corporation, due to restrictions implemented by the Iowa Finance Authority (“IFA”).  Subsequently, with IFA’s approval, the defaulting original Local General Partner was removed from the Partnership leaving Shelter Resource Corporation as the sole Local General Partner.





As of March 31, 2010, the property was 100% completed and a certificate of occupancy was granted for both buildings in December 2009.  The Partnership engaged all sub-contractors to sign new construction contracts, along with lien releases for any and all work done after their engagement.  During the year ended March 31, 2010, the Partnership voluntarily advanced $846,175 to Davenport for construction related costs.  There were no additional advances made to Davenport due to the fact that the Partnership has agreed to make an additional investment in Davenport.  See below for the details regarding the additional investment.  14
 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13
 (A California Limited Partnership)
 
 NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
 
 For the Quarterly Period Ended December 31, 2010
 (Unaudited)
  NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued





The project was fully completed as of March 31, 2010 and it achieved stabilized operations by June 2010.  In June 2010 the property achieved 85% occupancy and has maintained occupancy of 80% to 90% to the date of this filing.  Davenport has been awarded state historical tax credits from the State of Iowa, federal historical credits and federal Low Income Housing Tax Credits.  The State historical credits are given in the form of a refund check from the State in conjunction with the State tax return filing.  The net amount of the check after applicable federal taxes will be contributed back to the property to help fund construction shortfalls.  Davenport was also allocated additional federal Low Income Housing Tax Credits as well as federal historical tax credits.  Upon the Limited Partners’ approval of the dispositions of Sierra Run’s and Fernwood, the Partnership will make the additional investment in Davenport.  See the exit strategy in Note 1 regarding the dispositions of Sierra’s Run and Fernwood.  On July 1, 2010, the Partnership committed additional capital to Davenport in the amount of $2,490,651.  This additional committment is expected to generate $442,986 of federal historic credits and $3,282,060 of additional federal Low Income Housing Tax Credits which will be allocable to the partners of the Partnership.
  NOTE 3 - RELATED PARTY TRANSACTIONS





Under the terms of the Partnership Agreement, the Partnership has paid or is obligated to the General Partner or its affiliates for the following fees:





(a)
Acquisition fees of up to 7% of the gross proceeds from the sale of Partnership Units as compensation for services rendered in connection with the acquisition of Local Limited Partnerships.  At the end of all periods presented, the Partnership incurred acquisition fees of $1,468,670.  Accumulated amortization of these capitalized costs was $208,449 and $168,393 as of December 31, 2010 and March 31, 2010, respectively.





(b)
A non-accountable acquisition costs of 2% of the gross proceeds from the sale of Partnership Units as an expense reimbursement in connection with the acquisition of Local Limited Partnerships.   As of the end of all periods presented, the Partnership incurred acquisition costs of $419,620, which have been included in investments in Local Limited Partnerships.  Accumulated amortization of these capitalized costs was $59,544 and $48,102 as of December 31, 2010 and March 31, 2010, respectively.





(c)
Annual Asset Management Fee. An annual asset management fee accrues in an amount equal to 0.5% of the Invested Assets of the Partnership.  “Invested Assets” is defined as the sum of the Partnership’s Investment in Local Limited Partnerships, plus the reserves of the Partnership of up to 5% of gross Partnership Unit sales proceeds, and the Partnership’s allocable share of the amount of the mortgage loans and other debts related to the Housing Complexes owned by such Local Limited Partnerships.   Asset management fees of $119,274 and $133,841 were incurred during the nine months ended December 31, 2010 and 2009, respectively.  The Partnership paid the General Partner and or its affiliates $0 of those fees during the nine months ended December 31, 2010 and 2009.





(d)
The Partnership reimburses the General Partner or its affiliates for operating expenses incurred by the Partnership and paid for by the General Partner or its affiliates on behalf of the Partnership. Operating expense reimbursements were $264,830 and $0 during the nine months ended December 31, 2010 and 2009, respectively.





(e)
The Partnership received $408,170 in cash advances from the General Partner or an affiliate during the year ended March 31, 2010. The advances were then advanced to a troubled Local Limited Partnership, Davenport. Advance reimbursements were $408,170 during the nine months ended December 31, 2010.





(f)
A subordinated disposition fee will be paid in an amount equal to 1% of the sales price of real estate sold.  Payment of this fee is subordinated to the Limited Partners receiving a return on investment (as defined in the Partnership Agreement) and is payable only if the General Partner or its affiliates render services in the sales effort.  No disposition fees have been incurred for all periods presented.


15
 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13
 (A California Limited Partnership)
 
 NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
 
 For the Quarterly Period Ended December 31, 2010
 (Unaudited)


NOTE 3 - RELATED PARTY TRANSACTIONS, continued





The accrued fees and expenses due to the General Partner and affiliates consist of the following at:





December 31, 2010

March 31, 2010Asset management fee payable
$
556,281
$
437,007Expenses paid by the General Partner or an affiliate on behalf of the Partnership

16,925

148,330Advances made to the Partnership from the General

Partner or affiliates

-

408,170Total
$
573,206
$
993,507





The General Partner and/or its affiliates does not anticipate that these accrued fees will be paid until such time as capital reserves are in excess of future foreseeable working capital requirements of the Partnership.





NOTE 4 - ADVANCES TO LOCAL LIMITED PARTNERSHIPS





During the nine months ended December 31, 2010, the Partnership voluntarily advanced $56,357 to one Local Limited Partnership, Davenport.  The Local Limited Partnership required the advances due to construction related issues. As of December 31, 2010, total advances made to this Local Limited Partnership were $924,843, of which $868,486 was reserved.  The Partnership determined the recoverability of $868,486 of these advances to be improbable and, accordingly, a reserve had been recorded.  During the nine months ended December 31, 2010, the remaining balance of $56,357 was netted against capital contributions payable to Davenport. On July 1, 2010, the Partnership executed an amendment to the Limited Partnership Agreement for Davenport. The amendment states that the Partnership is making an additional investment in Davenport. During the three months ended September 30, 2010, the additional investment in Davenport was recorded as well as the increase in the capital contribution payable to the property. At that time, the $56,357 was reclassified to offset the capital contribution payable.
  Additionally, the Partnership advanced $357,308 to another Local Limited Partnership, Grove Village L.P.  The Partnership has outstanding capital contributions payable to this Local Limited Partnership but the benchmarks have not yet been met for the next installment. When those benchmarks are met, the advance will be reclassified to reduce the outstanding capital contributions payable to the Local Limited Partnership.





NOTE 5 - PAYABLES TO LOCAL LIMITED PARTNERSHIPS





Payables to Local Limited Partnerships amounting to $2,985,136 and $692,220 at December 31, 2010 and March 31, 2010, respectively, represent amounts which are due at various times based on conditions specified in the Local Limited Partnership Agreements.  These contributions are payable in installments and are generally due upon the Local Limited Partnerships achieving certain operating and development benchmarks (generally within two years of the Partnership’s initial investment). The payables to Local Limited Partnerships are subject to adjustment in certain circumstances. Payables to Local Limited Partnerships were decreased for tax credit adjusters during the nine months ended December 31, 2010 and 2009 in the amounts of $0 and $10,367, respectively.


16


Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations





Forward Looking Statements





With the exception of the discussion regarding historical information, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other discussions elsewhere in this Form 10-Q contain forward looking statements.  Such statements are based on current expectations subject to uncertainties and other factors which may involve known and unknown risks that could cause actual results of operations to differ materially from those projected or implied.  Further, certain forward-looking statements are based upon assumptions about future events which may not prove to be accurate.





Risks and uncertainties inherent in forward looking statements include, but are not limited to, the Partnership’s future cash flows and ability to obtain sufficient financing, level of operating expenses, conditions in the Low Income Housing Tax Credit property market and the economy in general, as well as legal proceedings.  Historical results are not necessarily indicative of the operating results for any future period.





Subsequent written and oral forward looking statements attributable to the Partnership or persons acting on its behalf are expressly qualified in their entirety by cautionary statements in this Form 10-Q and in other reports filed with the SEC.





The following discussion and analysis compares the results of operations for the three and nine months ended December 31, 2010 and 2009, and should be read in conjunction with the condensed financial statements and accompanying notes included within this report.





Financial Condition





The Partnership’s assets at December 31, 2010 consisted of $2,283,000 in cash and cash equivalents, aggregate investments in eight Local Limited Partnerships of $9,238,000 and advances to Local Limited Partnerships of $357,000. Liabilities at December 31, 2010 consisted of $2,985,000 of payables to Local Limited Partnerships and $573,000 in accrued fees and expenses due to the General Partner and affiliates.





Results of Operations





Three Months Ended December 31, 2010 Compared to the Three Months Ended December 31, 2009  The Partnership’s net loss for the three months ended December 31, 2010 was $(124,000), reflecting a decrease of approximately $1,583,000 from the $(1,707,000) net loss experienced for the three months ended December 31, 2009. The decrease in net loss is largely due to the $881,000 decrease in impairment loss. There was no impairment loss for the three months ended December 31, 2010 compared to $(881,000) impairment loss for the three months ended December 31, 2009. The impairment loss can vary from year to year depending on the operations of the Local Limited Partnerships and the amount of the Low Income Housing Tax Credits that are allocated each year to the Partnership. In addition to the impairment loss, there was a $173,000 decrease in write off of advances to Local Limited Partnerships.  The advances made to the troubled Local Limited Partnerships can vary each year depending on the operations of the individual Local Limited Partnerships.  Equity in losses of Local Limited Partnerships decreased by $534,000, due partially to the fact that the Partnership’s interest in two of the Local Limited Partnerships were sold during the three months ended June 30, 2010 and therefore no losses were recorded for those two Housing Complexes during subsequent periods.  Additionally, as of December 31, 2010, the net investment balances in three of the Local Limited Partnerships reached zero and therefore no more losses can be recorded for those compared to net investment balances remaining in nine of ten of the Local Limited Partnerships as of December 31, 2009.  There was an $(8,000) increase for legal and accounting fees due to the timing of the work performed. Additionally, the asset management fees decreased by $4,000.  These fees are calculated based on the Invested Assets.  As Local Limited Partnerships are sold (two were sold during the three months ended June 30, 2010), the Invested Assets decreased, thereby decreasing the asset management fees that are incurred and expensed.


17


Nine Months Ended December 31, 2010 Compared to the Nine Months Ended December 31, 2009 The Partnership’s net loss for the nine months ended December 31, 2010 was $(752,000), reflecting a decrease of approximately $3,167,000 from the $(3,919,000) net loss experienced for the nine months ended December 31, 2009. The decrease in net loss is largely due to a $1,358,000 decrease in equity in losses of Local Limited Partnerships, which was due partially to the fact that the Partnership’s interest in two Local Limited Partnerships were sold during the three months ended June 30, 2010 and therefore no losses were recorded for those two Housing Complexes during subsequent periods.  Additionally, as of December 31, 2010, the net investment balances in three of the Local Limited Partnerships reached zero and therefore no more losses can be recorded for those compared to net investment balances remaining in nine of ten of the Local Limited Partnerships as of December 31, 2009.  The decrease in net loss was also due to an $85,000 gain on sale of Local Limited Partnerships for the nine months ended December 31, 2010 compared to no gain on sale of Local Limited Partnerships for the nine months ended December 31, 2009. The disposition of Local Limited Partnerships will vary from period to period depending on the Housing Complexes that have been identified for disposition and the closing dates of such transactions.  The decrease was also due to a $1,087,000 decrease in impairment loss. The impairment loss can vary from year to year depending on the operations of the Local Limited Partnerships and the amount of the Low Income Housing Tax Credits that are allocated each year to the Partnership. In addition to the impairment loss, there was a $697,000 decrease in write off of advances to Local Limited Partnerships.  The advances made to the troubled Local Limited Partnerships can vary each year depending on the operations of the individual Local Limited Partnerships.  There was a $(76,000) increase for legal and accounting fees due to the timing of the work performed. Additionally, the asset management fees decreased by $15,000.  These fees are calculated based on the Invested Assets.  As Local Limited Partnerships are sold (two were sold during the three months ended June 30, 2010), the Invested Assets decreased, thereby decreasing the asset management fees that are incurred and expensed.





Liquidity and Capital Resources





Nine Months Ended December 31, 2010 Compared to Nine Months Ended December 31, 2009  The net increase in cash and cash equivalents  during the nine months ended December 31, 2010 was $1,604,000 compared to a net decrease in cash and cash equivalents  during the nine months ended December 31, 2009 of $(805,000).  The change of $2,409,000 is due primarily to the fact that during the nine months ended December 31, 2010, the Partnership received $2,829,000 in cash proceeds as a result of selling its interest in two of the Local Limited Partnerships.  Additionally, the Partnership paid $377,000 in capital contributions to Local Limited Partnerships during the nine months ended December 31, 2009 compared to $197,000 in capital contributions paid during the nine months ended December 31, 2010.  The capital contributions will vary over time depending on when certain benchmarks are met by the Local Limited Partnerships.  During the nine months ended December 31, 2010, the Partnership advanced $(357,000) to two Local Limited Partnerships, one of which was experiencing issues related to lease-up and the other Local Limited Partnership was advanced funds which will later be offset by the capital contributions due to that particular property.  The Partnership made advances of $(698,000) during the nine months ended December 31, 2009 to one Local Limited Partnership that was experiencing problems during construction.  Also, the Partnership paid $(265,000) to the General Partner or an affiliate as reimbursement for operating expenses that were paid on the Partnerships behalf during the nine months ended December 31, 2010 compared to no reimbursements paid during the nine months ended December 31, 2009. Such payments can vary depending on the cash position of the Partnership.





During the nine months ended December 31, 2010, accrued payables, which consist primarily of related party asset management fees and advances due to the General Partner and affiliates, decreased by $420,000. The General Partner does not anticipate that these accrued fees and advances will be paid until such time as capital reserves are in excess of foreseeable working capital requirements of the Partnership.





The Partnership expects its future cash flows, together with its net available assets as of December 31, 2010, to be insufficient to meet all currently foreseeable future cash requirements. Associates has agreed to continue providing advances sufficient enough to fund the operations and working capital requirements of the Partnership through April 30, 2012.


18


Recent Accounting Changes





In September 2006, the Financial Accounting Standards Board (the "FASB") issued accounting guidance for Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. This guidance is effective for financial statements issued for fiscal years beginning after November 15, 2007 and shall be applied prospectively except for very limited transactions. In February 2008, the FASB delayed for one year implementation of the guidance as it pertains to certain non-financial assets and liabilities. The Partnership adopted U.S. generally accepted accounting principles ("GAAP") for Fair Value Measurements effective April 1, 2008, except as it applies to those non-financial assets and liabilities, for which the effective date was April 1, 2009. The Partnership has determined that adoption of this guidance has no material impact on the Partnership's financial statements.





In November 2008, the FASB issued accounting guidance on Equity Method Investment Accounting Considerations that addresses how the initial carrying value of an equity method investment should be determined, how an impairment assessment of an underlying indefinite-lived intangible asset of an equity method investment should be performed, how an equity method investee's issuance of shares should be accounted for, and how to account for a change in an investment from the equity method to the cost method. This guidance is effective in fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. The Partnership adopted the guidance for the interim quarterly period beginning April 1, 2009. The impact of adopting it does not have a material impact on the Partnership's financial condition or results of operations.





In April 2009, the FASB issued accounting guidance for Interim Disclosures about Fair Value of Financial Instruments. This requires disclosure about the method and significant assumptions used to establish the fair value of financial instruments for interim reporting periods as well as annual statements. It became effective for as of and for the interim period ended June 30, 2009 and has no impact on the Partnership's financial condition or results of operations.





In May 2009, the FASB issued guidance regarding subsequent events, which was subsequently updated in February 2010. This guidance established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this guidance sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This guidance was effective for financial statements issued for fiscal years and interim periods ending after June 15, 2009, and was therefore adopted by the Partnership for the quarter ended June 30, 2009. The adoption did not have a significant impact on the subsequent events that the Partnership reports, either through recognition or disclosure, in the financial statements. In February 2010, the FASB amended its guidance on subsequent events to remove the requirement to disclose the date through which an entity has evaluated subsequent events, alleviating conflicts with current SEC guidance. This amendment was effective immediately and therefore the Partnership did not include the disclosure in this Form 10-Q.





In June 2009, the FASB issued the Accounting Standards Codification (Codification). Effective July 1, 2009, the Codification is the single source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with GAAP. The Codification is intended to reorganize, rather than change, existing GAAP. Accordingly, all references to currently existing GAAP have been removed and have been replaced with plain English explanations of the Partnership's accounting policies. The adoption of the Codification did not have a material impact on the Partnership's financial position or results of operations.


19
  In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for the consolidation of VIEs. The amended guidance modifies the consolidation model to one based on control and economics, and replaces the current quantitative primary beneficiary analysis with a qualitative analysis. The primary beneficiary of a VIE will be the entity that has (1) the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the amended guidance requires continual reconsideration of the primary beneficiary of a VIE and adds an additional reconsideration event for determination of whether an entity is a VIE. Additionally, the amendment requires enhanced and expanded disclosures around VIEs. This amendment is effective for fiscal years beginning after November 15, 2009. The adoption of this guidance on April 1, 2010 did not have a material effect on the Partnership's financial statements.





Item 3. Quantitative and Qualitative Disclosures About Market Risks





NOT APPLICABLE





Item 4T. Controls and Procedures





(a)           Disclosure controls and procedures





As of the end of the period covered by this report, the Partnership’s General Partner, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer of Associates, carried out an evaluation of the effectiveness of the Partnership’s “disclosure controls and procedures” as defined in Securities Exchange Act of 1934 Rule 13a-15 and 15d-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, the





Partnership’s disclosure controls and procedures were not effective to ensure that material information required to be disclosed in the Partnership’s periodic report filings with SEC is recorded, processed, summarized and reported within the time period specified by the SEC’s rules and forms, consistent with the definition of “disclosure controls and procedures” under the Securities Exchange Act of 1934. The Partnership must rely on the Local Limited Partnerships to provide the Partnership with certain information necessary to the timely filing of the Partnership’s periodic reports. Factors in the accounting at the Local Limited Partnerships have caused delays in the provision of such information during past reporting periods, and resulted in the Partnership’s inability to file its periodic reports in a timely manner.





Once the Partnership has received the necessary information from the Local Limited Partnerships, the Chief Executive Officer and the Chief Financial Officer of Associates believe that the material information required to be disclosed in the Partnership’s periodic report filings with SEC is effectively recorded, processed, summarized and reported, albeit not in a timely manner. Going forward, the Partnership will use the means reasonably within its power to impose procedures designed to obtain from the Local Limited Partnerships the information necessary to the timely filing of the Partnership’s periodic reports.





(b)           Changes in internal controls





There were no changes in the Partnership’s internal control over financial reporting that occurred during the quarter ended December 31, 2010 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.





20


Part II.
Other InformationItem 1.
Legal ProceedingsNONEItem 1A.
Risk FactorsNo material changes in risk factors as previously disclosed in the Partnership’s Form 10-K.Item 2.
Unregistered Sales of Equity Securities and Use of ProceedsNONEItem 3.
Defaults Upon Senior SecuritiesNONEItem 4.
(Removed and Reserved)Item 5.
Other InformationNONEItem 6.
Exhibits





31.1
Certification of the Principal Executive Officer pursuant to Rule 13a-14 and 15d-14, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.  (filed herewith)





31.2
Certification of the Principal Financial Officer pursuant to Rule 13a-14 and 15d-14, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.  (filed herewith)





32.1
Section 1350 Certification of the Chief Executive Officer.  (filed herewith)





32.2
Section 1350 Certification of the Chief Financial Officer.  (filed herewith)





21


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.





WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13





By:  WNC National Partners, LLC General Partner




















By: /s/  Wilfred N. Cooper, Jr.





Wilfred N. Cooper, Jr.


President and Chief Executive Officer of WNC & Associates, Inc.





Date:           April 29, 2011




















By:  /s/ Melanie R. Wenk





Melanie R. Wenk


Vice-President - Chief Financial Officer of WNC & Associates, Inc.





Date:           April 29, 2011











22