UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-K

(Mark One)

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

                   For the fiscal year ended December 31, 2001

                                       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 0-19144

                            CNL INCOME FUND VI, LTD.
             (Exact name of registrant as specified in its charter)

         Florida                          59-2922954
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

                             450 South Orange Avenue
                             Orlando, Florida 32801
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (407) 540-2000

          Securities registered pursuant to Section 12 (b) of the Act:

   Title of each class:            Name of exchange on which registered:
         None                                 Not Applicable

           Securities registered pursuant to Section 12(g) of the Act:

              Units of limited partnership interest ($500 per Unit)
                                (Title of class)

         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 such shorter  period that the registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days: Yes _X_ No___

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [x]

         Aggregate market value of the voting stock held by nonaffiliates of the
registrant:  The  registrant  registered  an offering of 70,000 units of limited
partnership  interest  (the  "Units") on Form S-11 under the  Securities  Act of
1933, as amended. Since no established market for such Units exists, there is no
market value for such Units. Each Unit was originally sold at $500 per Unit.

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None


<PAGE>


                                     PART I


Item 1.  Business

         CNL Income Fund VI, Ltd. (the  "Registrant" or the  "Partnership") is a
limited  partnership  which was  organized  pursuant to the laws of the State of
Florida on August 17, 1988. The general  partners of the  Partnership are Robert
A.  Bourne,  James  M.  Seneff,  Jr.  and  CNL  Realty  Corporation,  a  Florida
corporation (the "General Partners"). Beginning on June 8, 1989, the Partnership
offered  for  sale up to  $35,000,000  in  limited  partnership  interests  (the
"Units") (70,000 Units at $500 per Unit) pursuant to a registration statement on
Form S-11 under the Securities Act of 1933, as amended,  effective  December 16,
1988.  The offering  terminated  on January 22, 1990,  at which date the maximum
offering  proceeds of  $35,000,000  had been  received  from  investors who were
admitted to the Partnership as limited partners (the "Limited Partners").

         The  Partnership  was organized to acquire both newly  constructed  and
existing  restaurant  properties,  as well as properties upon which  restaurants
were to be  constructed  (the  "Properties"),  which  are  leased  primarily  to
operators  of  selected   national  and  regional   fast-food  and  family-style
restaurant  chains (the  "Restaurant  Chains").  Net proceeds to the Partnership
from its  offering of Units,  after  deduction  of  organizational  and offering
expenses, totaled $30,975,000, and were used to acquire 42 Properties, including
interests in four Properties owned by joint ventures in which the Partnership is
a co-venturer.

         During the year ended  December  31,  1994,  the  Partnership  sold its
Properties  in  Batesville  and  Heber  Springs,  Arkansas,  to the  tenant  and
reinvested  the net sales  proceeds  in a Jack in the Box  Property  in  Dallas,
Texas,  and a Jack in the Box  Property  in  Yuma,  Arizona,  which  is owned as
tenants-in-common with an affiliate of the General Partners. In addition, during
1995,  the  Partnership  sold its  Property  in Little  Canada,  Minnesota,  and
reinvested  the net sales  proceeds  in a  Denny's  Property  in  Broken  Arrow,
Oklahoma,  in 1995 and in a Property  located in Clinton,  North Carolina,  with
affiliates of the General Partners as  tenants-in-common,  in 1996. Also, during
1996,  the  Partnership  sold its Property in Dallas,  Texas,  and in 1997,  the
Partnership  reinvested the net sales proceeds in a Bertucci's  Property located
in  Marietta,  Georgia.  In  addition,  during 1997,  the  Partnership  sold its
Properties in Plattsmouth,  Nebraska;  Venice,  Florida;  Naples,  Florida;  and
Whitehall,  Michigan,  and the  Property  in Yuma,  Arizona,  which  was held as
tenants-in-common  with an affiliate of the General  Partners,  and reinvested a
portion  of these  net sales  proceeds  in two IHOP  Properties,  one in each of
Elgin,  Illinois,  and  Manassas,  Virginia,  and in a  Property  in  Vancouver,
Washington,  as  tenants-in-common  with affiliates of the General Partners.  In
addition,  Show Low Joint Venture, a joint venture in which the Partnership is a
co-venturer with an affiliate of the General Partners, sold its Property in Show
Low, Arizona.  The joint venture reinvested the net sales proceeds in a Property
in Greensboro,  North Carolina.  During 1998, the Partnership reinvested the net
sales  proceeds  from the sales of the  Properties  in  Whitehall,  Michigan and
Plattsmouth,  Nebraska in one Property in Overland Park, Kansas and one Property
in Memphis,  Tennessee,  as  tenants-in-common,  with  affiliates of the General
Partners.  In addition,  in 1998, the Partnership sold its Properties in Deland,
Florida;  Liverpool, New York; Melbourne,  Florida; and Bellevue,  Nebraska. The
Partnership  reinvested  the net sales proceeds from the sale of the Property in
Deland,  Florida in one Property in Fort Myers,  Florida, as  tenants-in-common,
with an affiliate of the General Partners and the Partnership reinvested the net
sales  proceeds  from the sales of the  Properties  in  Melbourne,  Florida  and
Bellevue,  Nebraska in two joint  ventures,  Warren Joint  Venture and Melbourne
Joint Venture, respectively, to each purchase and hold one restaurant Property.

         In 1999, the  Partnership  sold four of its Burger King  Properties all
located in  Tennessee  and  reinvested  a portion of the net sales  proceeds  in
Properties  in Baytown and Round Rock,  Texas and  Dublin,  California,  each as
tenants-in-common  with  affiliates  of  the  General  Partners.  In  2000,  the
Partnership  reinvested  the majority of the remaining  net sales  proceeds in a
Property in Niles,  Illinois,  as  tenants-in-common  with an  affiliate  of the
General  Partners.  In addition,  during 2000, the Partnership  sold four of its
Popeye's Properties all located in Florida. In 2001, the Partnership  reinvested
the net sales  proceeds from the 2000 sale of the four  Properties in Florida in
two Properties located in Burley, Idaho and Cleburne, Texas. In addition, during
2001, the Partnership sold its Properties in Chester, Pennsylvania and Cheyenne,
Wyoming and the Properties in Dublin,  California and Round Rock, Texas, each of
which was held with an affiliate of the General  Partners as  tenants-in-common.
The Partnership  reinvested the majority of the sales proceeds from the sales of
the  Properties in Chester,  Pennsylvania,  Dublin,  California  and Round Rock,
Texas in a Property in Houston,  Texas and a Property in Waldorf,  Maryland with
CNL Income Fund IX,  Ltd.  and CNL Income  Fund XVII,  Ltd.,  each of which is a
Florida limited partnership and an affiliate of the General Partners.

         As a result of the above  transactions,  as of December 31,  2001,  the
Partnership owned 38 Properties.  The 38 Properties include six Properties owned
by joint ventures in which the Partnership is a co-venturer and eight Properties
owned with affiliates as tenants-in-common. Generally, the Properties are leased
on a  triple-net  basis  with  the  lessees  responsible  for  all  repairs  and
maintenance, property taxes, insurance and utilities.

         The  Partnership  will hold its Properties  until the General  Partners
determine that the sale or other  disposition of the Properties is  advantageous
in view of the Partnership's investment objectives.  In deciding whether to sell
Properties, the General Partners will consider factors such as potential capital
appreciation,  net cash flow and  federal  income  tax  considerations.  Certain
lessees also have been granted options to purchase Properties,  generally at the
Property's  then fair market  value after a specified  portion of the lease term
has elapsed.  The  Partnership has no obligation to sell all or any portion of a
Property at any  particular  time,  except as may be required  under property or
joint venture purchase options granted to certain lessees.

         On March 11, 1999, the  Partnership  entered into an Agreement and Plan
of Merger with CNL American Properties Fund, Inc. ("APF"), pursuant to which the
Partnership  would be merged with and into a subsidiary  of APF (the  "Merger").
APF is a real estate investment trust whose primary business is the ownership of
restaurant properties leased on a long-term,  "triple-net" basis to operators of
national and regional restaurant chains. Under the Agreement and Plan of Merger,
APF was to issue shares of its common stock as consideration  for the Merger. On
March 1, 2000,  the General  Partners and APF  announced  that they had mutually
agreed to terminate the Agreement and Plan of Merger. The agreement to terminate
the  Agreement  and Plan of Merger  was based,  in large  part,  on the  General
Partners'  concern  that,  in light of market  conditions  relating  to publicly
traded  real  estate  investment  trusts,  the  value  of  the  transaction  had
diminished.  As a result of such diminishment,  the General Partners' ability to
unequivocally  recommend  voting for the  transaction,  in the exercise of their
fiduciary duties, had become questionable.

Leases

         Although there are variations in the specific terms of the leases,  the
following  is  a  summarized   description  of  the  general  structure  of  the
Partnership's leases. The leases of the Properties owned by the Partnership, the
joint  ventures in which the  Partnership  is a co-venturer  and the  properties
owned with affiliates as  tenants-in-common  provide for initial terms,  ranging
from five to 20 years (the average being 18 years),  and expire between 2003 and
2020.  The  leases  generally  are  on a  triple-net  basis,  with  the  lessees
responsible  for all repairs and  maintenance,  property  taxes,  insurance  and
utilities.  The leases of the Properties  provide for minimum base annual rental
payments (payable in monthly installments) ranging from approximately $39,500 to
$246,400.  Generally,  the leases provide for percentage  rent based on sales in
excess of a specified  amount.  In addition,  some of the leases  provide  that,
commencing  in the fourth to sixth lease year,  the  percentage  rent will be an
amount equal to the greater of the percentage  rent  calculated  under the lease
formula or a  specified  percentage  (ranging  from one to five  percent) of the
purchase price or gross sales.

         Generally,  the  leases  of the  Properties  provide  for  two to  four
five-year  renewal  options  subject  to the same  terms and  conditions  as the
initial lease.  Lessees of 31 of the  Partnership's 38 Properties also have been
granted options to purchase Properties at the Property's then fair market value,
or pursuant to a formula based on the original  purchase  price of the Property,
after a specified portion of the lease term has elapsed.  Fair market value will
be determined through an appraisal by an independent appraisal firm.

         The leases also  generally  provide that, in the event the  Partnership
wishes to sell the Property  subject to that lease,  the Partnership  first must
offer the  lessee  the right to  purchase  the  Property  on the same  terms and
conditions,  and for the same  price,  as any offer  which the  Partnership  has
received for the sale of the Property.

         In 2001,  the  Partnership  reinvested  the net sales proceeds from the
four Properties sold in Florida in two Properties  located in Burley,  Idaho and
Cleburne,  Texas.  In addition,  in 2001, the  Partnership  reinvested the sales
proceeds  from the sales of the  Properties  in Chester,  Pennsylvania,  Dublin,
California and Round Rock, Texas in a Property in Houston,  Texas and a Property
in Waldorf, Maryland with affiliates of the General Partners, as described below
in "Joint Venture and Tenancy in Common Arrangements". The lease terms for these
Properties are  substantially  the same as the  Partnership's  other leases,  as
described above.

Major Tenants

         During 2001, two lessees of the Partnership and its consolidated  joint
venture,  Golden Corral Corporation and IHOP Properties,  Inc., each contributed
more than ten  percent of the  Partnership's  total  rental  and  earned  income
(including  rental income from the Partnership's  consolidated  joint venture in
which the Partnership is a co-venturer and the Partnership's share of the rental
and earned income from the Properties  owned by  unconsolidated  joint venturers
and  the  Properties   owned  with   affiliates  of  the  General   Partners  as
tenants-in-common).  As of December 31, 2001, Golden Corral  Corporation was the
lessee under leases relating to five restaurants and IHOP  Properties,  Inc. was
the lessee under leases  relating to six  restaurants.  It is anticipated  that,
based on the minimum rental payments  required by the leases,  these two lessees
each will  continue to  contribute  more than ten  percent of the  Partnership's
total rental and earned  income in 2002.  In addition,  two  Restaurant  Chains,
Golden Corral Family  Steakhouse  Restaurants  ("Golden  Corral") and IHOP, each
accounted for more than ten percent of the Partnership's total rental and earned
income in 2001  (including  rental  income from the  Partnership's  consolidated
joint venture and the  Partnership's  share of the rental and earned income from
the Properties owned by  unconsolidated  joint ventures in which the Partnership
is a  co-venturer  and the  Properties  owned  with  affiliates  of the  General
Partners  as  tenants-in-common).  In 2002,  it is  anticipated  that  these two
Restaurant Chains each will continue to account for more than ten percent of the
total rental and earned income to which the  Partnership  is entitled  under the
terms of the leases.  Any failure of these  lessees or  Restaurant  Chains could
materially  affect the  Partnership's  income if the  Partnership is not able to
re-lease the Properties in a timely  manner.  As of December 31, 2001, no single
tenant  or group of  affiliated  tenants  leased  Properties  with an  aggregate
carrying value in excess of 20% of the total assets of the Partnership.

Joint Venture and Tenancy in Common Arrangements

         The  Partnership  has entered into a joint  venture  arrangement,  Caro
Joint Venture, with an unaffiliated entity to purchase and hold one Property. In
addition,  the Partnership has entered into the following separate joint venture
arrangements: Auburn Joint Venture with CNL Income Fund IV, Ltd.; Show Low Joint
Venture with CNL Income Fund II, Ltd.;  Asheville  Joint Venture with CNL Income
Fund VIII,  Ltd.;  Melbourne  Joint Venture with CNL Income Fund XIV,  Ltd.; and
Warren Joint Venture with CNL Income Fund IV, Ltd. Each joint venture was formed
to purchase and hold one  property.  Each CNL Income Fund is an affiliate of the
General Partners and is a limited partnership  organized pursuant to the laws of
the State of Florida.

         The joint  venture  arrangements  provide for the  Partnership  and its
joint venture  partners to share in all costs and benefits  associated  with the
joint venture in accordance  with their  respective  percentage  interest in the
joint venture. The Partnership has 66.14% interest in Caro Joint Venture, a 3.9%
interest in Auburn Joint Venture,  a 36% interest in Show Low Joint  Venture,  a
14.46%  interest in Asheville  Joint Venture,  a 50% interest in Melbourne Joint
Venture,  and a 64.29% interest in Warren Joint Venture. The Partnership and its
joint  venture  partners  are  jointly  and  severally  liable  for  all  debts,
obligations and other liabilities of the joint venture.

         Each  joint  venture  has an initial  term of 20 years  and,  after the
expiration of the initial term,  continues in existence from year to year unless
terminated  at the option of either joint  venturer by an event of  dissolution.
Events of dissolution  include the bankruptcy,  insolvency or termination of any
joint  venturer,  sale of the  Property  owned by the joint  venture  and mutual
agreement of the Partnership and its joint venture partner to dissolve the joint
venture.

         The Partnership has management control of Caro Joint Venture and shares
management  control equally with  affiliates of the General  Partners for Auburn
Joint Venture, Show Low Joint Venture,  Asheville Joint Venture, Melbourne Joint
Venture,  and Warren Joint Venture.  The joint venture agreements  restrict each
venturer's  ability  to sell,  transfer  to assign  its joint  venture  interest
without  first  offering it for sale to its joint venture  partner,  either upon
such terms and  conditions  as to which the venturers may agree or, in the event
the venturers cannot agree, on the same terms and conditions as any offer from a
third party to purchase such joint venture interest.

         Net cash flow from  operations of Auburn Joint Venture,  Show Low Joint
Venture, Caro Joint Venture,  Asheville Joint Venture,  Melbourne Joint Venture,
and Warren Joint Venture is distributed  3.9%,  36%,  66.14%,  14.46%,  50%, and
64.29%, respectively,  to the Partnership and the balance is distributed to each
of the other joint venture partners in accordance with its respective percentage
interest in the joint  venture.  Any  liquidation  proceeds,  after paying joint
venture debts and liabilities and funding  reserves for contingent  liabilities,
will be distributed  first to the joint venture  partners with positive  capital
account  balances in proportion to such balances until such balances equal zero,
and thereafter in proportion to each joint venture partner's percentage interest
in the joint venture.

         In addition to the above joint venture  arrangements,  the  Partnership
has entered into  agreements  to hold a Property in  Vancouver,  Washington,  as
tenants-in-common, with CNL Income Fund, Ltd., CNL Income Fund II, Ltd., and CNL
Income   Fund  V,  Ltd.,   a   Property   in   Clinton,   North   Carolina,   as
tenants-in-common,  with CNL Income Fund IV, Ltd.,  CNL Income Fund X, Ltd., and
CNL  Income  Fund  XV,  Ltd.,   a  Property  in  Overland   Park,   Kansas,   as
tenants-in-common,  with CNL Income Fund II, Ltd. and CNL Income Fund III, Ltd.,
a Property in Memphis, Tennessee, as tenants-in-common, with CNL Income Fund II,
Ltd.  and CNL Income  Fund XVI,  Ltd.,  a Property  in Ft.  Myers,  Florida,  as
tenants-in-common,  with CNL Income Fund XV, Ltd., a Property in Baytown, Texas,
as tenants-in-common,  with CNL Income Fund III, Ltd., a Property in Round Rock,
Texas,  as  tenants-in-common,  with CNL Income  Fund XI,  Ltd.,  a Property  in
Dublin,  California,  as  tenants-in-common  with CNL Income Fund IX, Ltd. and a
Property in Niles,  Illinois,  as  tenants-in-common,  with CNL Income Fund XIV,
Ltd.  Each  CNL  Income  Fund  is an  affiliate  of the  General  Partners.  The
agreements  provide  for the  Partnership  and the  affiliates  to  share in the
profits and losses of the  Property  and net cash flow from the  Properties,  in
proportion to each party's  percentage  interest.  In June 2001, the Partnership
and CNL Income IX,  Ltd.,  as  tenants-in-common,  sold the  Property in Dublin,
California.  The  Partnership  owned a 75% interest in the profits and losses of
this Property.  In addition, in October 2001, the Partnership and CNL Income XI,
Ltd.,  as  tenants-in-common,  sold the  Property  in  Round  Rock,  Texas.  The
Partnership owned a 77% interest in the profits and losses of this Property. The
Partnership owns a 23.04%,  an 18%, a 34.74%, a 46.2%, an 85%, an 80%, and a 74%
interest in the Properties in Vancouver,  Washington;  Clinton,  North Carolina;
Overland Park, Kansas; Memphis,  Tennessee; Ft. Myers, Florida; Bay Town, Texas;
and Niles, Illinois, respectively.

         In July 2001,  the  Partnership  entered  into an  agreement  to hold a
Bennigan's Property in Waldorf, Maryland, as tenants-in-common,  with CNL Income
Fund IX, Ltd., and CNL Income Fund XVII,  Ltd., each of which is an affiliate of
the  General  Partners.  The  agreement  provides  for the  Partnership  and the
affiliates  to share in the profits and losses of the Property and net cash flow
from the Property, in proportion to each co-venturer's  percentage interest. The
Partnership owns a 60% interest in this Property.

         Each of the affiliates is a limited  partnership  organized pursuant to
the laws of the state of Florida. The tenancy in common agreement restricts each
party's  ability to sell,  transfer,  or assign its  interest  in the tenancy in
common's Property without first offering it for sale to the remaining parties.

         The use of joint venture and tenancy in common  arrangements allows the
Partnership  to fully invest its available  funds at times at which it would not
have  sufficient  funds to purchase an additional  property,  or at times when a
suitable  opportunity to purchase an additional  property is not available.  The
use of joint  venture  and  tenancy in common  arrangements  also  provides  the
Partnership  with  increased  diversification  of its portfolio  among a greater
number of properties. In addition,  tenancy in common arrangements may allow the
Partnership to defer the gain for federal income tax purposes upon the sale of a
Property if the proceeds are reinvested in an additional Property.

Certain Management Services

         CNL APF Partners,  LP, an affiliate of the General  Partners,  provides
certain  services  relating to management of the  Partnership and its Properties
pursuant to a management  agreement with the Partnership.  Under this agreement,
CNL APF  Partners,  LP (the  "Advisor") is  responsible  for  collecting  rental
payments,  inspecting  the  Properties  and  the  tenants'  books  and  records,
assisting the  Partnership  in  responding  to tenant  inquiries and notices and
providing  information to the Partnership about the status of the leases and the
Properties.  The Advisor also assists the General  Partners in  negotiating  the
leases.  For these  services,  the  Partnership has agreed to pay the Advisor an
annual fee of one percent of the sum of gross rental  revenues  from  Properties
wholly owned by the Partnership plus the Partnership's  allocable share of gross
revenues of joint  ventures in which the  Partnership  is a co-venturer  and the
Property  held as  tenants-in-common  with an  affiliate,  but not in  excess of
competitive fees for comparable services.  Under the management  agreement,  the
management  fee is  subordinated  to  receipt  by  the  Limited  Partners  of an
aggregate, ten percent, cumulative noncompounded annual return on their adjusted
capital  contributions  (the "10% Preferred  Return"),  calculated in accordance
with  the  Partnership's   limited   partnership   agreement  (the  "Partnership
Agreement"). In any year in which the Limited Partners have not received the 10%
Preferred Return, no property management fee will be paid.

         During 2000,  CNL Fund Advisors,  Inc.  assigned its rights in, and its
obligations  under,  the management  agreement  with the  Partnership to CNL APF
Partners,  LP.  All of the terms and  conditions  of the  management  agreement,
including the payment of fees, as described above, remain unchanged.

         The management agreement continues until the Partnership no longer owns
an interest in any Properties unless terminated at an earlier date upon 60 days'
prior notice by either party.

Competition

         The fast-food and family-style  restaurant business is characterized by
intense  competition.  The restaurants on the Partnership's  Properties  compete
with  independently  owned  restaurants,  restaurants which are part of local or
regional chains, and restaurants in other well-known national chains,  including
those offering different types of food and service.

Employees

         The  Partnership   has  no  employees.   The  officers  of  CNL  Realty
Corporation  and the  officers and  employees of APF, the parent  company of the
Advisor, perform certain services for the Partnership.  In addition, the General
Partners have  available to them the resources and expertise of the officers and
employees of CNL Financial Group,  Inc., a diversified real estate company,  and
its affiliates, who may also perform certain services for the Partnership.


Item 2.  Properties

         As of December 31, 2001, the Partnership owned 38 Properties. Of the 38
Properties, 24 are owned by the Partnership in fee simple, six are owned through
joint  venture   arrangements   and  eight  owned  through   tenancy  in  common
arrangements.  See Item 1.  Business  - Joint  Venture  and  Tenancy  in  Common
Arrangements.  The Partnership is not permitted to encumber its Properties under
the terms of its  partnership  agreement.  Reference  is made to the Schedule of
Real Estate and  Accumulated  Depreciation  for a listing of the  Properties and
their  respective  costs,  including  acquisition  fees and certain  acquisition
expenses.

Description of Properties

         Land. The Partnership's  Property sites range from approximately 11,500
to 115,100  square  feet  depending  upon  building  size and local  demographic
factors.  Sites  purchased  by  the  Partnership  are  in  locations  zoned  for
commercial use which have been reviewed for traffic patterns and volume.



<PAGE>


         The following table lists the Properties owned by the Partnership as of
December 31, 2001, by state. More detailed information regarding the location of
the  Properties  is  contained  in the  Schedule of Real Estate and  Accumulated
Depreciation for the year ended December 31, 2001.

    State                             Number of Properties
    -----                             --------------------

    Florida                                     7
    Georgia                                     1
    Idaho                                       1
    Illinois                                    2
    Indiana                                     1
    Kansas                                      1
    Massachusetts                               1
    Maryland                                    1
    Michigan                                    3
    North Carolina                              3
    New Mexico                                  1
    Ohio                                        1
    Oklahoma                                    2
    Tennessee                                   4
    Texas                                       6
    Virginia                                    2
    Washington                                  1
                                           -------------
    TOTAL PROPERTIES                            38
                                           =============

         Buildings.  Each of the Properties owned by the Partnership  includes a
building that is one of a Restaurant  Chain's  approved  designs.  The buildings
generally are  rectangular  and are  constructed  from various  combinations  of
stucco,  steel,  wood, brick and tile.  Building sizes range from  approximately
1,200 to 10,700 square feet.  All buildings on Properties are  freestanding  and
surrounded by paved  parking  areas.  Buildings  are suitable for  conversion to
various uses, although modifications may be required prior to use for other than
restaurant operations. As of December 31, 2001, the Partnership had no plans for
renovation of the Properties. Depreciation expense is computed for buildings and
improvements using the straight-line  method using depreciable lives of 31.5 and
39 years for federal income tax purposes.

         As of December 31, 2001, the aggregate cost of the Properties  owned by
the Partnership  (including its  consolidated  joint venture) and joint ventures
(including  Properties owned through tenancy in common arrangements) for federal
income tax purposes was $20,649,706 and $17,578,300, respectively.



<PAGE>


         The following table lists the Properties owned by the Partnership as of
December 31, 2001 by Restaurant Chain.

     Restaurant Chain                             Number of Properties
     ----------------                             --------------------

     Arby's                                                 1
     Baker's Square                                         1
     Bennigan's                                             2
     Burger King                                            1
     Chevy's Fresh Mex                                      1
     Church's                                               2
     Darryl's                                               1
     Denny's                                                2
     Durango's Steakhouse of Atlanta                        1
     Golden Corral                                          5
     Hardee's                                               2
     IHOP                                                   6
     Jack in the Box                                        3
     KFC                                                    3
     Loco Lupe's Mexican Restaurant                         1
     Shoney's                                               1
     Taco Bell                                              1
     Taco Cabana                                            1
     Waffle House                                           3
                                                     -----------------

     TOTAL PROPERTIES                                       38
                                                     =================

         The General Partners consider the Properties to be well-maintained  and
sufficient for the Partnership's operations.

         The General Partners believe that the Properties are adequately covered
by  insurance.  In  addition,  the General  Partners  have  obtained  contingent
liability and property coverage for the Partnership.  This insurance is intended
to reduce the Partnership's  exposure in the unlikely event a tenant's insurance
policy lapses or is insufficient to cover a claim relating to the Property.

         Leases.  The Partnership leases the Properties to operators of selected
national and regional fast-food restaurant chains. The leases are generally on a
long-term  "triple  net"  basis,  meaning  that the  tenant is  responsible  for
repairs,  maintenance,  property taxes,  utilities and insurance.  Generally,  a
lessee is required, under the terms of its lease agreement, to make such capital
expenditures as may be reasonably  necessary to refurbish  buildings,  premises,
signs  and  equipment  so  as  to  comply  with  the  lessee's  obligations,  if
applicable,  under the  franchise  agreement  to reflect the current  commercial
image of its Restaurant  Chain.  These capital  expenditures  are required to be
paid by the lessee during the term of the lease.  The terms of the leases of the
Properties owned by the Partnership are described in Item 1. Business - Leases.

         At December 31, 2001,  2000,  1999, 1998, and 1997, the Properties were
100%,  97%,  100%,  95%,  and 98%  occupied,  respectively.  The  following is a
schedule of the average rent per Property for the years ended December 31:

<TABLE>
<CAPTION>
<S> <c>
                                   2001              2000             1999              1998              1997
                               --------------    -------------    --------------    --------------    --------------

Rental Revenues (1)(2)           $ 3,311,674      $ 3,456,021       $ 3,417,147       $ 3,342,220       $ 3,139,283
Properties (2)                            38               37                41                42                39
Average Rent per
    property                       $  87,149        $  93,406         $  83,345         $  79,577         $  80,494
</TABLE>

(1)      Rental income  includes the  Partnership's  share of rental income from
         the  Properties  owned  through  joint  venture  arrangements  and  the
         Properties  owned  through  tenancy  in  common  arrangements.   Rental
         revenues have been adjusted,  as applicable,  for any amounts for which
         the Partnership has established an allowance for doubtful accounts.

(2)      Excludes  Properties  that were vacant at December 31, and that did not
         generate rental revenues during the year ended December 31.

         The following is a schedule of lease expirations for leases in place as
of December 31, 2001 for the next ten years and thereafter.

<TABLE>
<CAPTION>

 <c>
                                                                                      Percentage of
                Expiration             Number             Annual Rental               Gross Annual
                   Year             of Leases (1)            Revenues                 Rental Income
             -----------------    ----------------    ---------------------    --------------------------
              2002                             --                       --                      --
              2003                              1                   54,000                   1.59%
              2004                              3                  515,141                  15.15%
              2005                              3                  314,800                   9.26%
              2006                             --                       --                      --
              2007                             --                       --                      --
              2008                              3                  124,077                   3.65%
              2009                              2                   91,818                   2.70%
              2010                              7                  566,638                  16.66%
              2011                              2                   27,059                   0.80%
              Thereafter                       17                1,706,946                  50.19%
                                        ----------            -------------           -------------
              Total                            38              $ 3,400,479                 100.00%
                                        ==========            =============           =============
</TABLE>

         Leases  with Major  Tenants.  The terms of each of the leases  with the
Partnership's  major  tenants as of December  31,  2001 (see Item 1.  Business -
Major Tenants) are substantially the same as those described in Item 1. Business
- Leases.

         Golden Corral  Corporation leases five Golden Corral  restaurants.  The
initial term of each lease is 15 years (expiring  between 2004 and 2011) and the
average  minimum  base  annual  rent is  approximately  $152,900  (ranging  from
approximately $88,000 to $185,700).

         IHOP Corp. leases six IHOP restaurants.  The initial term of each lease
is 20 years (expiring between 2017 and 2019) and the average minimum base annual
rent  is  approximately   $138,000  (ranging  from  approximately   $114,500  to
$163,200).


Item 3.   Legal Proceedings

         Neither the  Partnership,  not its General Partners or any affiliate of
the General Partners,  nor any of their respective  Properties,  is party to, or
subject to, any material pending legal proceedings.


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

         Not applicable.




<PAGE>


                                     PART II


Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

(a) As of March 15, 2002, there were 2,977 holders of record of the Units. There
is no public  trading  market for the Units,  and it is not  anticipated  that a
public  market for the Units will  develop.  During 2001,  Limited  Partners who
wished to sell their Units may have  offered the Units for sale  pursuant to the
Partnership's  distribution reinvestment plan (the "Plan"), and Limited Partners
who wished to have their  distributions used to acquire additional Units (to the
extent Units were  available  for  purchase),  may have done so pursuant to such
Plan. The General  Partners have the right to prohibit  transfers of Units.  The
price paid for any Unit transferred  pursuant to the Plan was $475 per Unit. The
price paid for any Unit transferred  other than pursuant to the Plan was subject
to negotiation by the purchaser and the selling Limited Partner. The Partnership
will not redeem or repurchase Units.

         The following table reflects,  for each calendar quarter, the high, low
and average  sales prices for transfers of Units during 2001 and 2000 other than
pursuant to the Plan, net of commissions.

<TABLE>
<CAPTION>

 <c>
                                              2001 (1)                               2000 (1)
                                 -----------------------------------    -----------------------------------
                                   High         Low        Average        High         Low       Average
                                 ---------    --------    ----------    ---------    --------   -----------
         First Quarter              $475        $370         $ 423        $ 380       $ 380         $ 380
         Second Quarter              475         179           337          382         371           378
         Third Quarter               351         328           339          387         334           363
         Fourth Quarter              350         331           341          395         300           346
</TABLE>

(1)      A total of 319 and 216 Units were  transferred  other than  pursuant to
         the Plan for the years ended December 31, 2001 and 2000, respectively.

         The capital  contribution  per Unit was $500.  All cash  available  for
distribution  will be distributed to the partners  pursuant to the provisions of
the Partnership Agreement.

         For each of the years ended December 31, 2001 and 2000, the Partnership
declared cash distributions of $3,150,000 to the Limited Partners. Distributions
of $787,500  were  declared at the close of each of the  Partnership's  calendar
quarter during 2001 and 2000 to the Limited Partners.  No amounts distributed to
partners for the years ended  December 31, 2001 and 2000,  are required to be or
have been  treated by the  Partnership  as a return of capital  for  purposes of
calculating   the   Limited   Partners'   return  on  their   adjusted   capital
contributions.  No distributions have been made to the General Partners to date.
These  amounts  include  monthly  distributions  made in arrears for the Limited
Partners electing to receive distributions on this basis.

         The  Partnership  intends to  continue  to make  distributions  of cash
available  for  distribution  to the  Limited  Partners  on a  quarterly  basis,
although some Limited  Partners,  in  accordance  with their  election,  receive
monthly distributions, for an annual fee.

(b)      Not applicable.



<PAGE>


Item 6.  Selected Financial Data
<TABLE>
<CAPTION>

 <c>
                                         2001               2000              1999               1998               1997
                                     --------------    ---------------    --------------    ---------------    ---------------
Year ended December 31:
     Revenues (1)                       $3,405,046         $3,211,507        $3,461,440         $3,526,060         $3,456,406
     Net income (2)                      2,033,137          3,016,796         3,510,474          3,020,881          2,899,882
     Cash distributions
       declared (3)                      3,150,000          3,150,000         3,150,000          3,220,000          3,150,000
     Net income per Unit (2)                 29.04              43.10             49.67              42.75              41.06
     Cash distributions
       declared per Unit (3)                 45.00              45.00             45.00              46.00              45.00

At December 31:
     Total assets                      $28,709,054        $29,820,589       $30,120,859        $29,655,896        $29,993,069
     Partners' capital                  27,705,537         28,822,400        28,955,604         28,595,130         28,794,249
</TABLE>

(1)      Revenues include equity in earnings of  unconsolidated  joint ventures,
         minority  interest in income of the  consolidated  joint  venture,  and
         lease termination income.

(2)      Net income for the years ended December 31, 2001, 2000, 1998, and 1997,
         includes  provision  for  write-down  of assets of $565,061,  $368,430,
         $155,528, and $263,186,  respectively.  In addition, net income for the
         years ended December 31, 2001 and 1997,  includes  $11,897 and $79,777,
         respectively,  from a loss on sale of assets.  Net income for the years
         ended December 31, 2000, 1999, 1998, and 1997, also includes  $639,806,
         $848,303, $345,122, and $626,804,  respectively,  from gains on sale of
         assets.

(3)      Distributions for the years ended December 31, 1998,  include a special
         distribution  to the Limited  Partners of  $70,000,  which  represented
         cumulative excess operating reserves.

         The above selected  financial  data should be read in conjunction  with
the financial statements and related notes contained in Item 8 hereof.


Item 7.  Management's  Discussion  and Analysis of Financial  Condition  and
         Results of Operations

         The  Partnership was organized on August 17, 1988, to acquire for cash,
either directly or through joint venture  arrangements,  both newly  constructed
and  existing  restaurant  Properties,  as well as land  upon  which  restaurant
Properties  were to be constructed,  which are leased  primarily to operators of
selected national and regional fast-food and family-style Restaurant Chains. The
leases are generally  triple-net  leases,  with the lessees  responsible for all
repairs and maintenance, property taxes, insurance and utilities. As of December
31, 2001, the  Partnership  owned 38 Properties,  either  directly or indirectly
through joint venture or tenancy in common arrangements.

Capital Resources

         During  the  years  ended  December  31,  2001,  2000,  and  1999,  the
Partnership  generated cash from  operations  (which includes cash received from
tenants, distributions from joint ventures and interest received, less cash paid
for expenses) of  $2,900,366,  $3,136,299,  and  $3,204,934,  respectively.  The
decrease in cash from  operations  during 2001 and 2000, each as compared to the
previous  year,  was  primarily  a result of changes in income and  expenses  as
described in "Results of Operations" below.

         Other  sources and uses of capital  included the  following  during the
years ended December 31, 2001, 2000, and 1999.

         In 1999 and  2000,  the  Partnership  received  payments  amounting  to
$18,600 and $55,800,  respectively,  related to certain rental payments deferral
agreed with one tenant in 1996.  During 2000,  the  Partnership  terminated  the
lease with the tenant of the Property  located in Chester,  Pennsylvania  due to
financial  difficulties  the tenant was  experiencing.  In  connection  with the
terminated  lease, the Partnership  received  $175,000 in consideration  for the
Partnership  releasing the tenant from its obligations under the lease terms. In
May 2001,  the  Partnership  sold this Property to an unrelated  third party for
$85,000  and  received  net sales  proceeds  of  $83,000.  The  Partnership  had
previously  recorded provisions for loss of $368,430 in a prior year relating to
this Property.  The Partnership  recorded an additional loss of $14,008 upon the
sale of this Property. In July 2001, the Partnership  reinvested these net sales
proceeds in a Property in Waldorf, Maryland, as described below.

         In June 1999, the Partnership sold four Burger King Properties,  one in
each of Sevierville, Walker Springs, Broadway and Greeneville, Tennessee, to the
tenant in accordance with the purchase  options under the lease agreements for a
total of approximately $4,354,000 and received net sales proceeds of $4,316,145,
resulting in a total gain of $848,303.

         In October  1999,  the  Partnership  used the majority of the net sales
proceeds  from the sales of the  Properties  in  Walker  Springs  and  Broadway,
Tennessee, to invest approximately $2,108,100 in two Properties,  one in each of
Baytown,  Texas and Round Rock,  Texas,  with CNL Income Fund III,  Ltd. and CNL
Income Fund XI,  Ltd.,  respectively,  affiliates  of the General  Partners,  as
tenants-in-common  for  an  80%  and  a  77%  interest,   respectively,  in  the
Properties.  In October 2001, the Partnership and CNL Income Fund XI, Ltd., sold
the Property in Round Rock, Texas, for approximately $1,539,000 and received net
sales  proceeds  of  approximately  $1,510,700,  resulting  in a  gain,  to  the
tenancy-in-common,   of  approximately   $123,900.   The  Partnership   received
approximately $1,156,300 as a liquidating distribution for its pro-rata share of
the net sales  proceeds.  In  December  2001,  the  Partnership  reinvested  the
majority of these  proceeds in a Property  in Houston,  Texas at an  approximate
cost of  $964,900.  The  Partnership  acquired  this  Property  from CNL Funding
2001-A,  LP, a Delaware  limited  partnership  and an  affiliate  of the General
Partners. CNL Funding 2001-A, LP had purchased and temporarily held title to the
Property  in  order  to  facilitate  the  acquisition  of  the  Property  by the
Partnership.  The purchase price paid by the  Partnership  represented the costs
incurred by CNL Funding 2001-A, LP to acquire and carry the Property,  including
closing  costs.  A  portion  of the  transaction  relating  to the  sale of this
Property and the reinvestment of the net sales proceeds qualified as a like-kind
exchange   transaction   for  federal  income  tax  purposes.   The  Partnership
distributed amounts sufficient to enable the Limited Partners to pay federal and
state  income  taxes,  if any  (at a level  reasonably  assumed  by the  General
Partners) resulting from the sale.

         In addition, in November 1999, the Partnership used the majority of the
net sales  proceeds  from the sale of the  Property in  Greeneville,  Tennessee,
together  with  the  sales  proceeds  from  the  1998  sale of the  Property  in
Liverpool, New York, to invest in an IHOP Property in Dublin,  California,  with
CNL Income Fund IX, Ltd., a Florida limited  partnership and an affiliate of the
General Partners,  as tenants-in-common  for a 75% interest in this Property. In
June 2001, the Partnership  and CNL Income Fund IX, Ltd., as  tenants-in-common,
sold the  Property in Dublin,  California,  for a sales  price of  approximately
$1,743,300  and  received  net  sales  proceeds  of  approximately   $1,699,600,
resulting in a gain, to the  tenancy-in-common,  of approximately  $158,100. The
Partnership received approximately  $1,273,800 as a liquidating distribution for
its  pro-rata  share of the net  sales  proceeds.  The  Partnership  distributed
amounts  sufficient  to enable the  Limited  Partners  to pay  federal and state
income taxes, at a level reasonably  assumed by the General Partners,  resulting
from the sale. In July 2001, the  Partnership  reinvested the net sales proceeds
from the  sale of the  Property  in  Chester,  Pennsylvania  and the  return  of
capital,   described   above,   in  a  Property   in   Waldorf,   Maryland,   as
tenants-in-common, with CNL Income Fund IX, Ltd. and CNL Income Fund XVII, Ltd.,
each of which is an  affiliate  of the General  Partners  and a Florida  limited
partnership. The Partnership contributed approximately $1,368,300 to acquire the
Property.  The  Partnership  owns an approximate 60% interest in the profits and
losses of the Property.

         In January 2000, the Partnership invested the majority of the net sales
proceeds from the sale of the Property in Sevierville,  Tennessee, in a Property
in  Niles,  Illinois,  with  CNL  Income  Fund  XIV,  Ltd.,  a  Florida  limited
partnership and an affiliate of the General Partners, as tenants-in-common for a
74% interest in the  Property.  The  Partnership  acquired the Property  from an
affiliate of the General  Partners.  The affiliate had purchased and temporarily
held  title to the  Property  in  order to  facilitate  the  acquisition  of the
Property  by the  Partnership.  The  purchase  price  paid  by  the  Partnership
represented  the costs  incurred  by the  affiliate  to  acquire  the  Property,
including  closing costs. A portion of the transaction  relating to the sales of
the four Properties and the reinvestment of the net sales proceeds  qualified as
a  like-kind  exchange   transaction  for  federal  income  tax  purposes.   The
Partnership  distributed  amounts  sufficient to enabled the Limited Partners to
pay federal and state income taxes, if any (at a level reasonably assumed by the
General Partners) resulting from the sales.

         In September 2000, the Partnership sold four of its Popeyes Properties,
three in Jacksonville, Florida and one in Tallahassee, Florida, to a third party
for a total of approximately $2,081,800 and received net sales proceeds totaling
approximately  $2,071,800 resulting in gains totaling approximately $639,800. In
January 2001, the Partnership  invested a portion of these net sales proceeds in
two Properties  located in Burley,  Idaho and Cleburne,  Texas at an approximate
cost of $2,098,400.  The Partnership  acquired these Properties from CNL Funding
2001-A,  LP, a Delaware  limited  partnership  and an  affiliate  of the General
Partners. CNL Funding 2001-A, LP had purchased and temporarily held title to the
Properties  in order to  facilitate  the  acquisition  of the  Properties by the
Partnership.  The purchase price paid by the  Partnership  represented the costs
incurred  by CNL  Funding  2001-A,  LP to  acquire  and  carry  the  Properties,
including  closing costs. A portion of the  transaction  relating to the sale of
these four Properties and the  reinvestment of the net sales proceeds  qualified
as a  like-kind  exchange  transaction  for  federal  income tax  purposes.  The
Partnership distributed amounts sufficient to enable the Limited Partners to pay
federal and state income  taxes,  if any (at a level  reasonably  assumed by the
General Partners) resulting from the sales.

         In  2001,  the  Partnership  entered  in a  promissory  note  with  the
corporate General Partner for a loan in the amount of $75,000 in connection with
the operations of the partnership.  The loan was uncollateralized,  non-interest
bearing and due on demand.  As of December 31, 2001, the  Partnership had repaid
the loan in full to the corporate General Partner.

         In December  2001,  the  Partnership  sold its  Property  in  Cheyenne,
Wyoming to an unrelated third party for approximately  $300,000 and received net
sales proceeds of  approximately  $290,800,  resulting in a gain of $2,111.  The
Partnership intends to reinvest these sales proceeds in an additional  Property.
The Partnership distributed amounts sufficient to enable the Limited Partners to
pay federal and state income taxes, if any (at a level reasonably assumed by the
General Partners) resulting from the sale.

         None of the Properties owned by the Partnership,  or the joint ventures
or tenancy in common arrangements in which the Partnership owns an interest,  is
or may be  encumbered.  Under its  partnership  agreement,  the  Partnership  is
prohibited from borrowing for any purpose;  provided,  however, that the General
Partners or their affiliates are entitled to reimbursement,  at cost, for actual
expenses  incurred by the General  Partners or their affiliates on behalf of the
Partnership.  Affiliates of the General Partners from time to time incur certain
operating  expenses  on behalf  of the  Partnership  for  which the  Partnership
reimburses the affiliates without interest.

         Currently,  rental  income from the  Partnership's  Properties  and net
sales proceeds from the sale of Properties,  pending  reinvestment in additional
Properties,  are invested in money market accounts or other  short-term,  highly
liquid  investments such as demand deposit accounts at commercial  banks,  money
market  accounts and  certificates  of deposit with less than a 90-day  maturity
date, pending the Partnership's use of such funds to pay Partnership expenses or
to make distributions to the partners. At December 31, 2001, the Partnership had
$1,126,921 invested in such short-term  investments,  as compared to $868,873 at
December 31, 2000.  The  increase in cash and cash  equivalents  during 2001 was
primarily  a result  of the  Partnership  receiving  and  holding  the net sales
proceeds from the sale of the Property in Cheyenne, Wyoming, as described above,
pending the reinvestment in an additional Property. For the year ending December
31, 2001,  the average  interest rate earned on the rental  income  deposited in
demand deposit accounts at commercial banks was approximately 2.3% annually. The
funds remaining at December 31, 2001, after payment of  distributions  and other
liabilities,  will be used to invest in an  additional  Property and to meet the
Partnership's working capital needs.

Short-Term Liquidity

         The Partnership's  short-term liquidity  requirements consist primarily
of the operating expenses of the Partnership.

         The Partnership's  investment strategy of acquiring Properties for cash
and  leasing  them under  triple-net  leases to  operators  who  generally  meet
specified financial  standards  minimizes the Partnership's  operating expenses.
The General Partners believe that the leases will continue to generate cash flow
in excess of operating expenses.

         Due to low  operating  expenses  and  ongoing  cash flow,  the  General
Partners do not believe that  working  capital  reserves  are  necessary at this
time. In addition,  because the leases of the Partnership's  Properties are on a
triple-net basis, it is not anticipated that a permanent reserve for maintenance
and repairs will be established at this time. To the extent,  however,  that the
Partnership has insufficient funds for such purposes,  the General Partners will
contribute to the  Partnership  an aggregate  amount of up to one percent of the
offering proceeds for maintenance and repairs.

         The General  Partners have the right,  but not the obligation,  to make
additional capital  contributions if they deem it appropriate in connection with
the operations of the Partnership.

         The Partnership  generally  distributes cash from operations  remaining
after the payment of the operating  expenses of the  Partnership,  to the extent
that  the  General  Partners   determine  that  such  funds  are  available  for
distribution.  Based on current and anticipated future cash from operations, the
Partnership  declared  distributions  to the Limited  Partners of $3,150,000 for
each of the years ended  December  31, 2001,  2000,  and 1999.  This  represents
distributions  of $45 per Unit for each of the years ended  December  31,  2001,
2000, and 1999. No  distributions  were made to the General  Partners during the
years ended  December 31, 2001,  2000,  and 1999. No amounts  distributed to the
Limited  Partners for the years ended  December 31, 2001,  2000,  and 1999,  are
required to be or have been  treated by the  Partnership  as a return of capital
for  purposes of  calculating  the Limited  Partners'  return on their  adjusted
capital contributions. The Partnership intends to continue to make distributions
of cash available for distribution to the Limited Partners on a quarterly basis.

         During 2000, the General  Partners waived their right to receive future
distributions  from the Partnership,  including both  distributions of operating
cash flow and  distributions  of  liquidation  proceeds,  to the extent that the
cumulative amount of such distributions  would exceed the balance in the General
Partners'  capital  account as of December  31, 1999.  Accordingly,  the General
Partners were not allocated any net income and did not receive any distributions
during the years ended December 31, 2001 and 2000.

         As of December  31, 2001 and 2000,  the  Partnership  owed  $11,507 and
$5,396,  respectively,  to affiliates for operating  expenses and accounting and
administrative services and other amounts. As of March 15, 2002, the Partnership
had  reimbursed  all such amounts to the  affiliates.  Other  liabilities of the
Partnership, including distributions payable were $854,867 at December 31, 2001,
as compared to $852,460 at December 31, 2000. The General  Partners believe that
the  Partnership has sufficient cash on hand to meet its current working capital
needs.

Long-Term Liquidity

         The  Partnership  has no long-term  debt or other  long-term  liquidity
requirements.

Critical Accounting Policies

         The  Partnership's  leases are  accounted  for under the  provisions of
Statement of Accounting Standard No. 13, "Accounting for Leases" ("FAS 13"), and
have been  accounted  for using  either the direct  financing  or the  operating
method.  FAS 13 requires  management to estimate the economic life of the leased
property,  the residual  value of the leased  property and the present  value of
minimum lease payments to be received from the tenant.  In addition,  management
assumes  that all  payments  to be  received  under its leases are  collectible.
Changes in  management's  estimates or assumption  regarding  collectibility  of
lease  payments  could  result  in a change in  accounting  for the lease at the
inception of the lease.

         The Partnership  accounts for its  unconsolidated  joint ventures using
the equity method of accounting. Under generally accepted accounting principles,
the equity method of accounting is  appropriate  for entities that are partially
owned by the  Partnership,  but for which  operations of the investee are shared
with other partners.  The  Partnership's  joint venture  agreements  require the
consent of all partners on all key  decisions  affecting  the  operations of the
underlying Property.

         Management  reviews its  Properties and  investments in  unconsolidated
entities  periodically  (no less than once per  year)  for  impairment  whenever
events or changes in  circumstances  indicate  that the  carrying  amount of the
assets may not be recoverable through operations.  Management determines whether
impairment in value has occurred by comparing the estimated future  undiscounted
cash flows, including the residual value of the Property, with the carrying cost
of the  individual  Property.  If an  impairment  is  indicated,  the assets are
adjusted to their fair value.

Results of Operations

         During 1999, the Partnership and its consolidated  joint venture,  Caro
Joint  Venture,  owned and leased 32 wholly  owned  Properties  (including  four
Properties which were sold during 1999), and during 2000, the Partnership  owned
and leased 28 wholly owned Properties (including four Properties which were sold
during 2000) and during 2001, the  Partnership  owned and leased 26 wholly owned
Properties  (including two Properties which were sold during 2001). In addition,
during 1999, the  Partnership  was a co-venturer in five separate joint ventures
that owned and leased a total of five  Properties  and during  2000 and 2001 the
Partnership  was a co-venturer  in one  additional  joint venture that owned and
leased one  Property.  During  1999,  the  Partnership  owned and  leased  eight
Properties   with  affiliates  as   tenants-in-common,   and  during  2000,  the
Partnership    owned   and   leased   nine   Properties   with   affiliates   as
tenants-in-common,  and  during  2001,  the  Partnership  owned and  leased  ten
Properties with affiliates as tenants-in-common  (including two Properties which
were sold in 2001).  As of December  31, 2001,  the  Partnership  owned,  either
directly,  or  through  joint  venture  arrangements,  38  Properties  which are
generally subject to long-term,  triple-net leases. The leases of the Properties
provide for minimum base annual rental amounts (payable in monthly installments)
ranging from approximately  $39,500 to $246,400.  Generally,  the leases provide
for percentage rent based on sales in excess of a specified amount. In addition,
some of the leases  provide that,  commencing in the fourth to sixth lease year,
the  percentage  rent will be an amount  equal to the greater of the  percentage
rent calculated under the lease formula or a specified  percentage (ranging from
one to  five  percent)  of the  purchase  price  or  gross  sales.  For  further
description of the Partnership's  leases and Properties,  see Item 1. Business -
Leases and Item 2. Properties, respectively.

         During  the  years  ended  December  31,  2001,  2000,  and  1999,  the
Partnership and its consolidated  joint venture earned  $2,207,186,  $2,355,377,
and $2,675,958,  respectively, in rental income from operating leases and earned
income from direct financing  leases.  Rental and earned income decreased during
2001 and 2000,  each as compared to the previous year,  primarily as a result of
the sales of  Properties  during 2000 and 1999,  as described  above in "Capital
Resources."  The decrease in rental and earned  income during 2001 was partially
offset by an increase of approximately  $215,700,  due to the fact that in 2001,
the Partnership reinvested a portion of the net sales proceeds from the 2000 and
2001 sales of several  Properties in three additional  Properties,  as described
above in "Capital Resources." Rental and earned income are expected to remain at
reduced  amounts  while  equity in  earnings  of joint  ventures  is expected to
increase  due to the fact that the  Partnership  reinvested a portion of the net
sales proceeds from the 2000 sales of several Properties and the majority of the
net sales  proceeds from the 1999 sales of several  Properties in joint ventures
or in Properties with affiliates of the General Partners, as tenants-in-common.

         Rental and earned income  remained at reduced  amounts  during 2001 and
2000,  due to  the  fact  that  PRG,  the  tenant  of  two of the  Partnership's
Properties,  experienced financial difficulties during 2000 and in October 2001,
filed for bankruptcy and rejected the lease it had with the Partnership relating
to the  Property  in  Cheyenne,  Wyoming.  As a result  of the  bankruptcy,  the
Partnership  stopped recording rental revenue relating to these Properties.  PRG
has not rejected or affirmed the lease relating to the Property in Broken Arrow,
Oklahoma. While the tenant has not rejected or affirmed this lease, there can be
no  assurance  that the lease will not be rejected  in the  future.  In December
2001,  the  Partnership  sold the  vacant  Property  in  Cheyenne,  Wyoming,  as
described  above in "Capital  Resources."  The lost revenues  resulting from the
possible  rejection of the remaining  lease could have an adverse  effect on the
results  of  operations  of the  Partnership  if the  Partnership  is  unable to
re-lease the Properties in a timely manner.

         The decrease in rental and earned  income  during 2000,  as compared to
1999,  was  partially  offset by the fact  that the  Partnership  collected  and
recorded as income  approximately  $53,700 and $18,600  during 2000 and 1999, in
rental  payment  deferrals for the two  Properties  leased by the same tenant in
Chester,  Pennsylvania,  and Orlando,  Florida.  These amounts were collected in
accordance with the agreement entered into in March 1996, with the tenant to pay
the remaining  balance of the rental payment deferral amounts as discussed above
in "Capital Resources." During 2000, the tenant terminated its lease relating to
the Property in Chester,  Pennsylvania.  In connection with the termination, the
Partnership  received $175,000 in lease termination  income in consideration for
the Partnership  releasing the tenant from its  obligations  under the lease. In
May 2001, the  Partnership  sold this Property,  as described  above in "Capital
Resources." In July 2001, the Partnership reinvested these net sales proceeds in
a Property in Waldorf,  Maryland,  with CNL Income Fund IX, Ltd.  and CNL Income
Fund XVII,  Ltd.,  as  tenants-in-common,  as described in "Capital  Resources".
Rental and earned income are expected to remain at reduced  amounts while equity
in earnings of joint  ventures is expected to increase  due to the fact that the
Partnership  reinvested these net sales proceeds in a Property with an affiliate
of the General Partners, as tenants-in-common.

         In addition, for the years ended December 31, 2001, 2000, and 1999, the
Partnership earned $987,886, $672,749, and $524,643, respectively,  attributable
to  net  income  earned  by  joint  ventures  in  which  the  Partnership  is  a
co-venturer. The increase in net income earned by joint ventures during 2001, as
compared  to  2000,  was  partially  due to the  fact  that  in June  2001,  the
Partnership  and CNL  Income  Fund  IX,  Ltd.,  as  tenants-in-common,  sold the
Property in Dublin,  California,  in which the Partnership owned a 75% interest.
The tenancy in common recognized a gain of approximately  $158,100 during, 2001,
as described above in "Capital  Resources." The tenancy in common distributed to
the Partnership its pro-rata share of the net sales proceeds from this sale as a
liquidation  distribution,  as  described  above  in  "Capital  Resources".  The
increase in net income  earned by joint  ventures was also  attributable  to the
fact  that  during  2001,  the  Partnership  reinvested  these  proceeds  in  an
additional Property, as tenants-in-common  with CNL Income Fund IX, Ltd. and CNL
Income Fund XVII, Ltd. as described  above in "Capital  Resources." In addition,
the increase in net income earned by joint ventures  during 2001, as compared to
2000,  was partially due to the fact that in October 2001, the  Partnership  and
CNL Income Fund XI, Ltd., as tenants-in-common, sold the Property in Round Rock,
Texas,  in which the  Partnership  owned a 77% interest,  as described  above in
"Capital  Resources." The tenancy in common  recognized a gain of  approximately
$123,900 during,  2001. The tenancy in common distributed to the Partnership its
pro-rata  share  of the net  sales  proceeds  from  this  sale as a  liquidating
distribution,  and the  Partnership  reinvested  these proceeds in a Property in
Houston,  Texas, as described above in "Capital Resources".  The increase in net
income earned by joint  ventures  during 2001 was  partially  offset by the fact
that in January 2002,  Houlihan's  Restaurant,  Inc.,  which leases the Property
owned by Show Low Joint  Venture,  filed for  bankruptcy  and rejected the lease
relating to this Property.  As a result, during 2001, the joint venture recorded
a  provision  for  write-down  of assets of  approximately  $56,400  related  to
previously  accrued rental income relating to this Property.  The accrued rental
income was the accumulated amount of non-cash accounting  adjustment  previously
recorded in order to recognize  future scheduled rent increases as income evenly
over the term of the lease.  No such provision was recorded during 2000 or 1999,
relating to this Property.  The provision represented the difference between the
carrying value of the Property,  including the accumulated accrued rental income
balance  and  the  General  Partners'  estimated  net  realizable  value  of the
Property. The joint venture will not recognize any rental and earned income from
this  Property  until the  Property is re-leased or the Property is sold and the
proceeds  are  reinvested  in an  additional  Property.  The  joint  venture  is
currently seeking a replacement tenant or purchaser for this Property.  The lost
revenues  resulting from the vacant Property could have an adverse effect on the
equity  in  earnings  of joint  ventures,  if the joint  venture  is not able to
re-lease or sell the Property in a timely manner.

         The increase in net income  earned by joint  ventures  during 2000,  as
compared  to 1999,  was  primarily  due to the fact that in 1999 and  2000,  the
Partnership reinvested the net sales proceeds it received from the 1999 sales of
four Burger King  Properties in four  Properties  with affiliates of the general
partners  as  tenants-in-common.  The  increase  in net  income  earned by joint
ventures  during 2000 was  partially  offset by the fact that during  2000,  the
lease  relating to the Property owned by Melbourne  Joint Venture,  in which the
Partnership  owns a 50%  interest,  was amended to provide  for rent  reductions
starting in February 2000. In June 2000,  the operator of this Property  vacated
the Property and discontinued  operations.  As a result,  during 2000, the joint
venture stopped  recording rental revenue  relating to this Property.  The joint
venture will continue to pursue collection of past due rental amounts. The joint
venture did not recognize any rental income relating to this Property until June
2001, at which time the joint venture  re-leased  this Property to a new tenant.
The  lease  terms  for  this  Property  are   substantially   the  same  as  the
Partnership's  other  leases.  In  addition,  during  2000,  the  joint  venture
established  a  provision  for   write-down  of  assets  for  this  Property  of
approximately  $219,100.  The provision  represented the difference  between the
Property's net carrying value at December 31, 2000 and the current estimated net
realizable value for the Property.  No such provision was recognized during 2001
or 1999.

         During 2001, two lessees of the Partnership and its consolidated  joint
venture,  Golden Corral Corporation and IHOP Properties,  Inc., each contributed
more than ten  percent of the  Partnership's  total  rental  and  earned  income
(including  rental income from the Partnership's  consolidated  joint venture in
which the Partnership is a co-venturer and the Partnership's share of the rental
and earned income from the Properties  owned by  unconsolidated  joint venturers
and  the  Properties   owned  with   affiliates  of  the  General   Partners  as
tenants-in-common).  As of December 31, 2001, Golden Corral  Corporation was the
lessee under leases relating to five restaurants and IHOP  Properties,  Inc. was
the lessee under leases  relating to six  restaurants.  It is anticipated  that,
based on the minimum rental payments  required by the leases,  these two lessees
each will  continue to  contribute  more than ten  percent of the  Partnership's
total rental and earned  income in 2002.  In addition,  two  Restaurant  Chains,
Golden Corral Family  Steakhouse  Restaurants  ("Golden  Corral") and IHOP, each
accounted for more than ten percent of the Partnership's total rental and earned
income in 2001  (including  rental  income from the  Partnership's  consolidated
joint venture and the  Partnership's  share of the rental and earned income from
the Properties owned by  unconsolidated  joint ventures in which the Partnership
is a  co-venturer  and the  Properties  owned  with  affiliates  of the  General
Partners  as  tenants-in-common).  In 2002,  it is  anticipated  that  these two
Restaurant Chains each will continue to account for more than ten percent of the
total rental and earned income to which the  Partnership  is entitled  under the
terms of the leases.  Any failure of these  lessees or  Restaurant  Chains could
materially  affect the  Partnership's  income if the  Partnership is not able to
re-lease the Properties in a timely manner.

         For the years ended 2001,  2000, and 1999, the Partnership  also earned
$83,689,  $58,100,  and  $147,908,  respectively,  in interest and other income.
Interest and other income were higher  during 2001 and 1999, as compared to 2000
primarily due to the amount interest  earned on the net sales proceeds  received
and held in escrow  relating  to the sales of  several  Properties,  until  such
proceeds  were  reinvested  in  additional  Properties,  as  described  above in
"Capital Resources."

         Operating expenses, including depreciation and amortization expense and
provisions for losses on assets, were $1,360,012,  $1,009,517, and $799,269, for
the years ended December 31, 2001, 2000, and 1999, respectively. The increase in
operating expenses during 2001, as compared to 2000, was partially  attributable
to the fact that the  Partnership  established  a provision  for  write-down  of
assets of  approximately  $565,100  relating to the  Properties in Broken Arrow,
Oklahoma  and  Cheyenne,  Wyoming.  The  tenant  of these  Properties  filed for
bankruptcy and rejected the lease relating to the Property in Cheyenne, Wyoming,
as  described  above.  In addition,  the  Partnership  recorded a provision  for
doubtful accounts of approximately  $33,100 for past due rental amounts relating
to these Properties.  The General Partners will continue to pursue collection of
these past due rental amounts. In addition, the Partnership incurred legal fees,
repairs and  maintenance  and real  estate  taxes  relating to these  Properties
during 2001.  The  Partnership  anticipates  that it will continue to incur such
costs relating to the remaining  vacant  Property and will pursue  collection of
these amounts from the tenant.

         The increase in operating  expenses  during 2001,  as compared to 2000,
was also  partially  attributable  to an  increase  in the  costs  incurred  for
administrative  expenses for servicing the Partnership  and its  Properties,  as
permitted by the Partnership  agreement.  In addition, the increase in operating
expenses during 2001 was partially due to the Partnership  incurring  additional
state  taxes  due to  changes  in tax laws of a state in which  the  Partnership
conducts business.

         The increase in operating  expenses  during 2000,  as compared to 1999,
was  primarily  due to the fact that during  2000,  the  Partnership  recorded a
provision for  write-down of assets in the amount of $368,430,  for the Property
in Chester,  Pennsylvania.  This lease for this Property was terminated in 2000,
as  described  above in  "Capital  Resources."  The  provision  represented  the
difference  between the Property's  carrying value at December 31, 2000, and the
General  Partners'  estimated net realizable  value for this  Property.  No such
provision  was recorded  during 1999.  In May 2001,  the  Partnership  sold this
Property,  as described above in "Capital  Resources." The increase during 2000,
as compared to 1999, was partially offset by, a decrease in depreciation expense
due to sales of several Properties in 2000 and 1999.

         The  increase  in  operating  expenses  during  2000 and 1999,  each as
compared to the previous year, was partially offset by the fact that during 2000
and 1999  the  Partnership  incurred  $34,287  and  $174,233,  respectively,  in
transaction costs relating to the General Partners retaining financial and legal
advisors to assist them in evaluating and  negotiating  the proposed merger with
CNL  American  Properties  Fund,  Inc.  ("APF").  On March 1,  2000 the  general
partners and APF mutually agreed to terminate the merger.  No such expenses were
incurred during 2001.

         As a result of the sale of the Properties in Chester,  Pennsylvania and
Cheyenne,  Wyoming,  as described above in "Capital  Resources," the Partnership
recognized  a loss of $11,897  during the year ended  December  31,  2001.  As a
result of the sales of four  Popeye's  Properties  in 2000 and four  Burger King
Properties in 1999, as described  above in "Capital  Resources," the Partnership
recognized gains of $639,806 and $848,303, respectively.

         The  restaurant  industry,  as a  whole,  has  been  one  of  the  many
industries  affected  by  the  general  slowdown  in  the  economy.   While  the
Partnership has experienced  some losses due to the financial  difficulties of a
limited number of restaurant operators, the General Partners remain confident in
the overall  performance  of the  fast-food  and family style  restaurants,  the
concepts that  comprise the  Partnership's  portfolio.  Industry data shows that
these  restaurant  concepts  continue to outperform  and remain more stable than
higher-end  restaurants,  which have been more adversely affected by the slowing
economy.

         The  Partnership's  leases  as of  December  31,  2001,  are  generally
triple-net  leases and  contain  provisions  that the General  Partners  believe
mitigate  the adverse  effect of  inflation.  Such  provisions  include  clauses
requiring the payment of percentage rent based on certain restaurant sales above
a specified  level and/or  automatic  increases in base rent at specified  times
during the term of the lease.  Inflation,  overall,  has had a minimal effect on
the results of  operations  of the  Partnership.  Continued  inflation may cause
capital  appreciation of the  Partnership's  Properties.  Inflation and changing
prices, however, also may have an adverse impact on the sales of the restaurants
and on potential capital appreciation of the Properties.

         In December 1999, the Securities and Exchange  Commission  released SAB
101, which provides the staff's view in applying generally  accepted  accounting
principles  to  selected  revenue  recognition  issues.  SAB  101  requires  the
Partnership  to defer  recognition  of certain  percentage  rental  income until
certain defined  thresholds are met. The  Partnership  adopted SAB 101 beginning
January 1, 2000. Implementation of SAB 101 did not have a material impact on the
Partnership results of operations.

         In July 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 141 "Business  Combinations" (FAS 141) and
Statement  of  Financial  Accounting  Standards  No.  142  "Goodwill  and  Other
Intangible  Assets" (FAS 142). The  Partnership has reviewed both statements and
has determined  that both FAS 141 and FAS 142 do not apply to the Partnership as
of December 31, 2001.

         In October  2001,  the  Financial  Accounting  Standards  Board  issued
Statement  of  Financial  Accounting  Standards  No.  144  "Accounting  for  the
Impairment or Disposal of Long-Lived  Assets" (FAS 144). This statement requires
that a long-lived asset be tested for recoverability  whenever events or changes
in circumstances  indicate that its carrying amount may not be recoverable.  The
carrying  amount of a long-lived  asset is not recoverable if it exceeds the sum
of the  undiscounted  cash flows  expected to result  from the use and  eventual
disposition of the asset.  The assessment is based on the carrying amount of the
asset  at the  date it is  tested  for  recoverability.  An  impairment  loss is
recognized  when the  carrying  amount of a  long-lived  asset  exceeds its fair
value.  If an  impairment  is  recognized,  the  adjusted  carrying  amount of a
long-lived asset is its new cost basis. The adoption of FAS 144 did not have any
effect on the  partnership's  recording of impairment  losses as this  Statement
retained  the  fundamental  provisions  of  FAS  No.  121  "Accounting  for  the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of".

Termination of Merger

         On March 11, 1999, the  Partnership  entered into an Agreement and Plan
of Merger with APF,  pursuant to which the Partnership  would be merged with and
into a subsidiary of APF.  Under the  Agreement  and Plan of Merger,  APF was to
issue shares of its common stock as  consideration  for the Merger.  On March 1,
2000, the General  Partners and APF announced  that they had mutually  agreed to
terminate  the  Agreement  and Plan of Merger.  The  agreement to terminate  the
Agreement and Plan of Merger was based, in large part, on the General  Partners'
concern that,  in light of market  conditions  relating to publicly  traded real
estate  investment  trusts,  the value of the transaction  had diminished.  As a
result of such  diminishment,  the General  Partners'  ability to  unequivocally
recommend voting for the transaction, in the exercise of their fiduciary duties,
had become questionable.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

         Not applicable.

Item 8.  Financial Statements and Supplementary Data


<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

                                    CONTENTS
                                    --------



                                                             Page
                                                             ----

Report of Independent Certified Public Accountants            20

Financial Statements:

     Balance Sheets                                           21

     Statements of Income                                     22

     Statements of Partners' Capital                          23

     Statements of Cash Flows                              24-25

     Notes to Financial Statements                         26-43




<PAGE>






               Report of Independent Certified Public Accountants
               --------------------------------------------------





To the Partners
CNL Income Fund VI, Ltd.


In our opinion,  the accompanying  balance sheets and the related  statements of
income,  of partners'  capital and of cash flows present fairly, in all material
respects,  the financial position of CNL Income Fund VI, Ltd. (a Florida limited
partnership)  at December 31, 2001 and 2000,  and the results of its  operations
and its cash flows for each of the three years in the period ended  December 31,
2001 in conformity with accounting  principles  generally accepted in the United
States  of  America.  In  addition,  in our  opinion,  the  financial  statement
schedules listed in the index appearing under item 14(a)(2)  present fairly,  in
all  material  respects,   the  information  set  forth  therein  when  read  in
conjunction with the related financial  statements.  These financial  statements
and financial  statement  schedules are the  responsibility of the Partnership's
management;  our  responsibility  is to express  an  opinion on these  financial
statements and financial  statement  schedules based on our audits. We conducted
our audits of these statements in accordance with auditing  standards  generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe that our audits provide a reasonable basis for our opinion.




/s/ PricewaterhouseCoopers LLP


Orlando, Florida
February 8, 2002


<PAGE>




                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

                                 BALANCE SHEETS

<TABLE>
<CAPTION>

 <c>
                                                                                              December 31,
                                                                                   2001                        2000
                                                                              ------------------         --------------------

                            ASSETS
                            ------

Land and buildings on operating leases, net                                       $ 16,023,866                  $13,428,503
Net investment in direct financing leases                                            2,399,329                    3,324,866
Investment in joint ventures                                                         8,387,142                    9,280,761
Cash and cash equivalents                                                            1,126,921                      868,873
Certificate of deposit                                                                      --                      103,500
Restricted cash                                                                             --                    2,062,036
Receivables, less allowance for doubtful accounts of $150,802
      and $193,869, respectively                                                       124,865                      141,085
Due from related parties                                                                15,981                       13,593
Accrued rental income, less allowance for doubtful accounts
      of $47,718 in 2001 and 2000
                                                                                       590,190                      533,412
Other assets                                                                            40,760                       63,960
                                                                              ------------------         --------------------

                                                                                  $ 28,709,054                 $ 29,820,589
                                                                              ==================         ====================

              LIABILITIES AND PARTNERS' CAPITAL
              ---------------------------------


Accounts payable                                                                    $   16,859                   $   41,715
Accrued and escrowed real estate taxes payable                                          13,119                       11,126
Due to related parties                                                                  11,507                        5,396
Distributions payable                                                                  787,500                      787,500
Rents paid in advance and deposits                                                      37,389                       12,119
                                                                              ------------------         --------------------
        Total liabilities                                                              866,374                      857,856

Minority interest                                                                      137,143                      140,333

Partners' capital                                                                   27,705,537                   28,822,400
                                                                              ------------------         --------------------

                                                                                  $ 28,709,054                 $ 29,820,589
                                                                              ==================         ====================
</TABLE>


                See accompanying notes to financial statements.


<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

                              STATEMENTS OF INCOME

<TABLE>
<CAPTION>

 <c>
                                                                               Year Ended December 31,
                                                                      2001                2000               1999
                                                                ------------------   ---------------    ---------------

Revenues:
     Rental income from operating leases                            $   2,003,280      $  1,935,866       $  2,217,409
     Earned income from direct financing leases                           203,906           419,511            458,549
     Contingent rental income                                             149,286           152,450            149,981
     Lease termination income                                                  --           175,000                 --
     Interest and other income                                             83,689            58,100            147,908
                                                                ------------------   ---------------    ---------------
                                                                        2,440,161         2,740,927          2,973,847
                                                                ------------------   ---------------    ---------------
Expenses:
     General operating and administrative                                 274,012           169,603            158,011
     Professional services                                                 47,035            45,719             45,076
     Provision for doubtful accounts                                       33,147                --                 --
     Real estate taxes                                                     25,704             3,780                 --
     State and other taxes                                                 42,557            18,720             10,042
     Depreciation and amortization                                        372,496           368,978            411,907
     Provision for write-down of assets                                   565,061           368,430                 --
     Transaction costs                                                         --            34,287            174,233
                                                                ------------------   ---------------    ---------------
                                                                        1,360,012         1,009,517            799,269
                                                                ------------------   ---------------    ---------------
Income Before Gain (Loss) on Sale of Assets, Minority
     Interest in Income of Consolidated Joint Venture and
     Equity in Earnings of Unconsolidated Joint Ventures                1,080,149         1,731,410          2,174,578

Gain (Loss) on Sale of Assets                                             (11,897  )        639,806            848,303

Minority Interest in Income of Consolidated Joint Venture                 (23,001  )        (27,169  )         (37,050  )

Equity in Earnings of Unconsolidated Joint Ventures                       987,886           672,749            524,643
                                                                ------------------   ---------------    ---------------

Net Income                                                          $   2,033,137      $  3,016,796       $  3,510,474
                                                                ==================   ===============    ===============

Allocation of Net Income:
     General partners                                                   $      --          $     --         $   33,908
     Limited partners                                                   2,033,137         3,016,796          3,476,566
                                                                ------------------   ---------------    ---------------

                                                                    $   2,033,137      $  3,016,796       $  3,510,474
                                                                ==================   ===============    ===============

Net Income Per Limited Partner Unit                                   $     29.04        $    43.10         $    49.67
                                                                ==================   ===============    ===============

Weighted Average Number of Limited Partner Units
Outstanding                                                                70,000            70,000             70,000
                                                                ==================   ===============    ===============

</TABLE>


                 See accompanying notes to financial statements.

<PAGE>

                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

                         STATEMENTS OF PARTNERS' CAPITAL

                  Years Ended December 31, 2001, 2000 and 1999

<TABLE>
<CAPTION>

 <c>
                                   General Partners                                Limited Partners
                           ---------------------------- ------------------------------------------------------------
                                           Accumulated                                    Accumulated    Syndication
                            Contributions   Earnings    Contributions    Distributions      Earnings        Costs         Total
                           --------------- ------------ ------------- ---------------- ---------------- ------------- -------------

Balance, December 31, 1998    $     1,000  $   256,690  $  35,000,000   $ (28,804,226 )  $  26,156,666  $ (4,015,000 ) $28,595,130

  Distributions to limited
     partners ($45.00 per
     limited partner unit)             --           --             --      (3,150,000 )             --            --    (3,150,000 )
  Net income                           --       33,908             --              --        3,476,566            --     3,510,474
                           --------------- ------------ ------------- ---------------- ---------------- ------------- -------------

Balance, December 31, 1999          1,000      290,598     35,000,000     (31,954,226 )     29,633,232    (4,015,000 )  28,955,604

  Distributions to limited
     partners ($45.00 per
     limited partner unit)             --           --             --      (3,150,000 )             --            --    (3,150,000 )
  Net income                           --           --             --              --        3,016,796            --     3,016,796
                           --------------- ------------ ------------- ---------------- ---------------- ------------- -------------

Balance, December 31, 2000          1,000      290,598     35,000,000     (35,104,226 )     32,650,028    (4,015,000 )  28,822,400

  Distributions to limited
     partners ($45.00 per
     limited partner unit)             --           --             --      (3,150,000 )             --            --    (3,150,000 )
  Net income                           --           --             --              --        2,033,137            --     2,033,137
                           --------------- ------------ ------------- ---------------- ---------------- ------------- -------------

Balance, December 31, 2001    $     1,000  $   290,598  $  35,000,000   $ (38,254,226 )  $  34,683,165  $ (4,015,000 ) $27,705,537
                           =============== ============ ============= ================ ================ ============= =============


</TABLE>


                 See accompanying notes to financial statements.


<PAGE>
                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

 <c>
                                                                                Year Ended December 31,
                                                                    2001                2000                  1999
                                                               ---------------     ---------------       ---------------

Increase ( Decrease) in Cash and Cash Equivalents:

Cash Flows from Operating Activities:
    Cash received from tenants                                   $  2,384,714        $  2,647,604         $  2,817,707
    Distributions from unconsolidated joint ventures                  819,773             881,943              483,152
    Cash paid for expenses                                           (380,274)           (437,139)            (227,913)
    Interest received                                                  76,153              43,891              131,988
                                                            ------------------  ------------------   ------------------
        Net cash provided by operating activities                   2,900,366           3,136,299            3,204,934
                                                            ------------------  ------------------   ------------------

Cash Flows from Investing Activities:
    Proceeds from sale of assets                                      373,800           2,071,847            4,316,145
    Additions to land and buildings on operating
        leases                                                     (3,063,219)                 --                   --
    Investment in joint ventures                                   (1,368,300)         (1,112,500)          (3,314,843)
    Liquidating distribution from joint ventures                    2,430,032                  --                   --
    Redemption of (investment in) certificate of
        deposit                                                       100,000            (100,000)                  --
    Decrease (increase) in restricted cash                          2,061,560          (2,061,560)                  --
    Payment of lease costs                                                 --                  --               (3,300)
                                                            ------------------  ------------------   ------------------
        Net cash provided by (used in) investing
          activities                                                  533,873          (1,202,213)             998,002
                                                            ------------------  ------------------   ------------------

Cash Flows from Financing Activities:
    Proceeds from loan from corporate General
         Partner                                                       75,000                  --                   --
    Repayment of loan from corporate General
         Partner                                                      (75,000)                 --                   --
    Distributions to limited partners                              (3,150,000)         (3,150,000)          (3,220,000)
    Distributions to holder of minority interest                      (26,191)            (40,706)             (28,129)
                                                            ------------------  ------------------   ------------------
        Net cash used in financing activities                      (3,176,191)         (3,190,706)          (3,248,129)
                                                            ------------------  ------------------   ------------------

Net Increase (Decrease) in Cash and Cash
    Equivalents                                                       258,048          (1,256,620)             954,807

Cash and Cash Equivalents at Beginning of Year                        868,873           2,125,493            1,170,686
                                                            ------------------  ------------------   ------------------

Cash and Cash Equivalents at End of Year                         $  1,126,921         $   868,873         $  2,125,493
                                                            ==================  ==================   ==================
</TABLE>



                 See accompanying notes to financial statements.

<PAGE>



                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

                      STATEMENTS OF CASH FLOWS - CONTINUED


<TABLE>
<CAPTION>

 <c>
                                                                                   Year Ended December 31,
                                                                            2001               2000               1999
                                                                       ---------------    ---------------    ---------------

Reconciliation of Net Income to Net Cash Provided by Operating
    Activities:

       Net income                                                        $  2,033,137       $  3,016,796       $  3,510,474
                                                                       ---------------    ---------------    ---------------

       Adjustments to reconcile net income to net cash provided by
          operating activities:
            Depreciation                                                      370,848            367,328            410,257
            Amortization                                                        1,648              1,650              1,650
            Provision for doubtful accounts                                    33,147                 --                 --
            Equity in earnings of unconsolidated joint ventures, net
               of distributions                                              (168,113 )          209,194            (41,491 )
            Loss (gain) on sale of assets                                      11,897           (639,806 )         (848,303 )
            Provision for write-down of assets                                565,061            368,430                 --
            Minority interest in income of consolidated joint
               venture                                                         23,001             27,169             37,050
            Decrease (increase) in due from related parties                    (2,388 )            5,518                 --
            Increase in receivables                                           (12,951 )          (10,584 )           (2,676 )
            Decrease in net investment in direct financing leases              71,787             68,794             64,697
            Increase in accrued rental income                                 (56,778 )          (97,498 )          (95,735 )
            Decrease (increase) in other assets                                21,552            (27,163 )           (1,898 )
            Increase (decrease) in accounts payable and accrued and
               escrowed real estate taxes payable                             (22,863 )          (89,824 )          135,333
            Increase (decrease ) in due to related parties                      6,111            (59,824 )           45,817
            Increase (decrease) in rents paid in advance and
               deposits                                                        25,270             (3,881 )          (10,241 )
                                                                       ---------------    ---------------    ---------------
            Total adjustments                                                 867,229            119,503           (305,540 )
                                                                       ---------------    ---------------    ---------------

Net Cash Provided by Operating Activities                                $  2,900,366       $  3,136,299       $  3,204,934
                                                                       ===============    ===============    ===============

Supplemental Schedule of Non-Cash Financing Activities:

       Distributions declared and unpaid at December 31                   $   787,500        $   787,500        $   787,500
                                                                       ===============    ===============    ===============
</TABLE>


                 See accompanying notes to financial statements.

<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2001, 2000, and 1999


1.       Significant Accounting Policies:
         -------------------------------

         Organization  and Nature of Business - CNL Income  Fund VI,  Ltd.  (the
         "Partnership") is a Florida limited  partnership that was organized for
         the purpose of acquiring both newly constructed and existing restaurant
         properties,  as well as properties  upon which  restaurants  were to be
         constructed,  which are leased  primarily  to operators of national and
         regional fast-food and family-style restaurant chains.

         The general partners of the Partnership are CNL Realty Corporation (the
         "Corporate  General  Partner"),  James M.  Seneff,  Jr.  and  Robert A.
         Bourne.  Mr.  Seneff and Mr.  Bourne are also 50%  shareholders  of the
         Corporate General Partner. The general partners have responsibility for
         managing the day-to-day operations of the Partnership.

         Real  Estate  and  Lease  Accounting  -  The  Partnership  records  the
         acquisition of land and buildings at cost,  including  acquisition  and
         closing costs. Land and buildings are leased to unrelated third parties
         generally on a triple-net basis,  whereby the tenant is responsible for
         all operating  expenses  relating to the property,  including  property
         taxes, insurance, maintenance and repairs. The leases are accounted for
         using  either the  direct  financing  or the  operating  methods.  Such
         methods are described below:

                  Direct  financing  method - The leases accounted for using the
                  direct  financing  method are recorded at their net investment
                  (which at the inception of the lease generally  represents the
                  cost of the asset) (Note 4).  Unearned  income is deferred and
                  amortized  to income  over the lease  terms so as to produce a
                  constant  periodic  rate of  return on the  Partnership's  net
                  investment in the leases.

                  Operating  method - Land and  building  leases  accounted  for
                  using the  operating  method are recorded at cost,  revenue is
                  recognized as rentals are earned and  depreciation  is charged
                  to operations as incurred.  Buildings are  depreciated  on the
                  straight-line  method over their estimated  useful lives of 30
                  years.  When  scheduled  rentals  vary  during the lease term,
                  income is recognized on a straight-line basis so as to produce
                  a constant periodic rent over the lease term commencing on the
                  date the property is placed in service.




<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


1.       Significant Accounting Policies - Continued:
         -------------------------------------------

                  Accrued  rental  income  represents  the  aggregate  amount of
                  income  recognized  on a  straight-line  basis  in  excess  of
                  scheduled rental payments to date.  Whenever a tenant defaults
                  under  the  terms  of its  lease,  or  events  or  changes  in
                  circumstance  indicate  that the  tenant  will not  lease  the
                  property  through the end of the lease term,  the  Partnership
                  either  reserves or reverses  the  cumulative  accrued  rental
                  income balance.

         When  the  properties  are  sold,  the  related  cost  and  accumulated
         depreciation  for operating  leases and the net  investment  for direct
         financing leases,  plus any accrued rental income, are removed from the
         accounts and gains or losses from sales are  reflected  in income.  The
         general  partners of the Partnership  review  properties for impairment
         whenever events or changes in circumstances  indicate that the carrying
         amount of the assets may not be  recoverable  through  operations.  The
         general partners  determine whether an impairment in value has occurred
         by comparing the estimated future  undiscounted  cash flows,  including
         the  residual  value of the  property,  with the  carrying  cost of the
         individual  property.  If an impairment  is  indicated,  the assets are
         adjusted to the fair value.  Although  the general  partners  have made
         their best estimate of these factors based on current conditions, it is
         reasonably  possible  that  changes  could occur in the near term which
         could adversely affect the general  partners' best estimate of net cash
         flows  expected to be generated  from its  properties  and the need for
         asset impairment write-downs.

         When the  collection  of amounts  recorded as rental or other income is
         considered  to be  doubtful,  an  adjustment  is made to  increase  the
         allowance for doubtful  accounts,  which is netted against  receivables
         and accrued rental income, although the Partnership continues to pursue
         collection of such amounts.  If amounts are subsequently  determined to
         be  uncollectible,  the  corresponding  receivable  and  allowance  for
         doubtful accounts are decreased accordingly.

         Investment  in Joint  Ventures - The  Partnership  accounts for its 66%
         interest in Caro Joint Venture,  a Florida general  partnership,  using
         the consolidation  method.  Minority  interests  represent the minority
         joint  venture   partners'   proportionate   share  of  equity  in  the
         Partnership's  consolidated joint venture. All significant intercompany
         accounts and transactions have been eliminated.


<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


1.       Significant Accounting Policies - Continued:
         -------------------------------------------

         The Partnership's  investments in Auburn Joint Venture,  Show Low Joint
         Venture,  Asheville Joint Venture,  Warren Joint Venture, and Melbourne
         Joint Venture and  properties in Clinton,  North  Carolina;  Vancouver,
         Washington;  Overland Park,  Kansas;  Memphis,  Tennessee;  Fort Myers,
         Florida;  Baytown, Texas; Waldorf,  Maryland; and Niles, Illinois, each
         of which is held as  tenants-in-common  with  affiliates of the general
         partners,  are  accounted  for using the equity  method since the joint
         venture  agreement  requires  the  consent of all  partners  on all key
         decisions affecting the operations of the underlying property.

         Cash and Cash Equivalents - The Partnership considers all highly liquid
         investments  with a maturity of three months or less when  purchased to
         be cash  equivalents.  Cash  and cash  equivalents  consist  of  demand
         deposits at commercial  banks and money market funds (some of which are
         backed by government  securities).  Cash equivalents are stated at cost
         plus accrued interest, which approximates market value.

         Cash  accounts  maintained  on  behalf  of the  Partnership  in  demand
         deposits  at  commercial  banks  and  money  market  funds  may  exceed
         federally insured levels;  however, the Partnership has not experienced
         any losses in such accounts.

         Lease Costs - Other assets include  brokerage fees and lease  incentive
         costs  incurred in finding new tenants and  negotiating  new leases for
         the Partnership's  properties which are amortized over the terms of the
         new leases using the straight-line method.

         Income Taxes - Under  Section 701 of the  Internal  Revenue  Code,  all
         income,  expenses and tax credit items flow through to the partners for
         tax  purposes.  Therefore,  no  provision  for federal  income taxes is
         provided in the accompanying  financial statements.  The Partnership is
         subject to certain state taxes on its income and property.

         Additionally,  for tax  purposes,  syndication  costs are  included  in
         Partnership equity and in the basis of each partner's  investment.  For
         financial  reporting  purposes,  syndication  costs are netted  against
         partners' capital and represent a reduction of Partnership equity and a
         reduction in the basis of each partner's investment. See "Income Taxes"
         footnote for a  reconciliation  of net income for  financial  reporting
         purposes to net income for federal income tax purposes.




<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


1.       Significant Accounting Policies - Continued:
         -------------------------------------------

         Use of Estimates - The general  partners of the Partnership have made a
         number of estimates and assumptions relating to the reporting of assets
         and liabilities and the disclosure of contingent assets and liabilities
         to prepare these  financial  statements in  conformity  with  generally
         accepted  accounting  principles.  The more significant areas requiring
         the use of  management  estimates  relate to the allowance for doubtful
         accounts  and future  cash flows  associated  with  long-lived  assets.
         Actual results could differ from those estimates.

         Reclassification   -  Certain  items  in  the  prior  years'  financial
         statements  have been  reclassified  to conform  to 2001  presentation.
         These reclassifications had no effect on total partners' capital or net
         income.

         Staff  Accounting  Bulletin No. 101 ("SAB 101") - In December 1999, the
         Securities and Exchange Commission released SAB 101, which provides the
         staff's view in applying  generally accepted  accounting  principles to
         selected revenue  recognition  issues. SAB 101 requires the Partnership
         to defer recognition of certain  percentage rental income until certain
         defined  thresholds are met. The Partnership  adopted SAB 101 beginning
         January  1,  2000.  Implementation  of SAB 101 did not have a  material
         impact on the Partnership results of operations.

         Statement of  Financial  Accounting  Standards  No. 141 ("FAS 141") and
         Statement of Financial  Accounting  Standards  No. 142 ("FAS 142") - In
         July 2001, the Financial Accounting Standards Board issued Statement of
         Financial  Accounting  Standards No. 141 "Business  Combinations"  (FAS
         141) and Statement of Financial  Accounting Standards No. 142 "Goodwill
         and Other  Intangible  Assets" (FAS 142). The  Partnership has reviewed
         both statements and has determined that both FAS 141 and FAS 142 do not
         apply to the Partnership as of December 31, 2001.

         Statement of Financial  Accounting  Standards  No. 144 ("FAS 144") - In
         October 2001, the Financial Accounting Standards Board issued Statement
         of  Financial   Accounting   Standards  No.  144  "Accounting  for  the
         Impairment or Disposal of Long-Lived  Assets".  This statement requires
         that a long-lived asset be tested for recoverability whenever events or
         changes in  circumstances  indicate that its carrying amount may not be
         recoverable.   The  carrying  amount  of  a  long-lived  asset  is  not
         recoverable  if it  exceeds  the  sum of the  undiscounted  cash  flows
         expected to result from the use and eventual  disposition of the asset.
         The assessment is based on the carrying amount of the asset at

<PAGE>



                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


1.       Significant Accounting Policies - Continued:
         -------------------------------------------

         the  date  it is  tested  for  recoverability.  An  impairment  loss is
         recognized when the carrying  amount of a long-lived  asset exceeds its
         fair value.  If an  impairment  is  recognized,  the adjusted  carrying
         amount of a long-lived asset is its new cost basis. The adoption of FAS
         144  did  not  have  any  effect  on  the  partnership's  recording  of
         impairment losses as this Statement retained the fundamental provisions
         of FAS No. 121 "Accounting for the Impairment of Long-Lived  Assets and
         for Long-Lived Assets to be Disposed of."

2.       Leases:
         ------

         The Partnership  leases its land and buildings to operators of national
         and regional  fast-food and  family-style  restaurants.  The leases are
         accounted for under the provisions of Statement of Financial Accounting
         Standards  No. 13,  "Accounting  for Leases." The leases  generally are
         classified  as  operating  leases;   however,  some  leases  have  been
         classified as direct  financing  leases.  For the leases  classified as
         direct financing  leases,  the building portions of the property leases
         are accounted for as direct financing leases while the land portions of
         some of these leases are operating leases. Substantially all leases are
         for 15 to 20 years and provide for minimum and contingent  rentals.  In
         addition,  the tenant pays all property  taxes and  assessments,  fully
         maintains  the  interior  and  exterior  of the  building  and  carries
         insurance  coverage for public  liability,  property  damage,  fire and
         extended  coverage.  The lease options generally allow tenants to renew
         the leases for two to four successive  five-year periods subject to the
         same terms and conditions as the initial lease.  Most leases also allow
         the tenant to  purchase  the  property  at fair  market  value  after a
         specified portion of the lease has elapsed.

3.       Land and Buildings on Operating Leases:
         --------------------------------------

         Land and  buildings on operating  leases  consisted of the following at
         December 31:

                                                2001             2000
                                            ----------------  ---------------

            Land                               $  8,135,133      $ 6,645,816
            Buildings                            11,416,408        9,944,871

                                            ----------------  ---------------
                                                  19,551,541       16,590,687
            Less accumulated depreciation        (3,527,675 )     (3,162,184 )
                                            ----------------  ---------------
                                               $ 16,023,866     $ 13,428,503
                                            ================  ===============



<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


3.       Land and Buildings on Operating Leases - Continued:
         --------------------------------------------------

         In January 2000, the Partnership  reinvested a portion of the net sales
         proceeds from the 1999 sale of the property in  Sevierville,  Tennessee
         in a property located in Niles,  Illinois, as a tenants-in-common  with
         affiliates of the general partners (see Note 5).

         In September 2000, the Partnership  sold four of its properties,  three
         in Jacksonville,  Florida and one in Tallahassee,  Florida,  to a third
         party for a total of  approximately  $2,081,800  and received net sales
         proceeds totaling approximately  $2,071,800 resulting in gains totaling
         approximately  $639,800.  In February 2001, the Partnership  reinvested
         the net sales proceeds in two additional  properties located in Burley,
         Idaho and Cleburne,  Texas at an approximate  cost of  $2,098,400.  The
         Partnership  acquired these  properties from CNL Funding 2001-A,  LP, a
         Delaware  limited  partnership and an affiliate of the general partners
         (see Note 10).

         During 2000,  the  Partnership  recorded a provision for  write-down of
         assets  of  $368,430  relating  to the  property  located  in  Chester,
         Pennsylvania due to the fact that the operator of this property vacated
         the property  and ceased  operations.  The  provision  represented  the
         difference  between the net carrying  value of the property at December
         31, 2000, and the realizable value for this property.  In May 2001, the
         Partnership  sold this property to an unrelated third party for $85,000
         and  received  net  sales   proceeds  of  $83,000.   During  2001,  the
         Partnership recorded an additional loss of $14,008 upon the sale of the
         property.

         In December  2001,  the  Partnership  reinvested the net sales proceeds
         from  the  sale  of the  property  in  Round  Rock,  Texas,  which  the
         Partnership  held as  tenants-in-common  with CNL Income  Fund XI, Ltd.
         (see Note 5), in a property in Houston, Texas at an approximate cost of
         $964,900.  The  Partnership  acquired  this  property  from CNL Funding
         2001-A,  LP, a Delaware  limited  partnership  and an  affiliate of the
         general partners (see Note 10).



<PAGE>



                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


3.       Land and Buildings on Operating Leases - Continued:
         --------------------------------------------------

         The following is a schedule of the future  minimum lease payments to be
         received on noncancellable operating leases at December 31, 2001:

                     2002                        $2,050,440
                     2003                         2,029,122
                     2004                         2,016,977
                     2005                         1,355,367
                     2006                         1,265,516
                     Thereafter                   9,761,483
                                            ----------------

                                                $18,478,905
                                            ================

         Since  lease  renewal  periods  are  exercisable  at the  option of the
         tenant, the above table only presents future minimum lease payments due
         during  the  initial  lease  terms.  In  addition,  this table does not
         include any amounts for future contingent rentals which may be received
         on the leases based on a percentage of the tenant's gross sales.

4.       Net Investment in Direct Financing Leases:
         -----------------------------------------

         The  following  lists the  components  of the net  investment in direct
         financing leases at December 31:

                                                          2001         2000
                                                      ------------ ------------

           Minimum lease payments receivable          $ 4,513,438  $ 5,684,730
           Estimated residual values                      709,897    1,244,870
           Less unearned income                        (2,824,006 ) (3,604,734 )
                                                      ------------ ------------

           Net investment in direct financing leases  $ 2,399,329  $ 3,324,866
                                                      ============ ============



<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


4.       Net Investment in Direct Financing Leases - Continued:
         -----------------------------------------------------

         The  following  is a schedule of future  minimum  lease  payments to be
         received on direct financing leases at December 31, 2001:

                      2002                   $  347,756
                      2003                      347,756
                      2004                      347,756
                      2005                      350,645
                      2006                      365,875
                      Thereafter              2,753,650
                                         ---------------

                                            $ 4,513,438
                                         ===============

         The above table does not include  future  minimum  lease  payments  for
         renewal periods,  for contingent rental payments that may become due in
         future periods (see Note 3).

         During the year ended  December  31, 2000,  the tenant  relating to the
         property in  Chester,  Pennsylvania,  defaulted  under the terms of its
         lease and vacated the property and terminated its lease.  In connection
         with the termination,  the Partnership  received  termination income in
         consideration  for  the  Partnership  releasing  the  tenant  from  its
         obligations under the lease. As a result, the Partnership  reclassified
         the related  assets from net investment in direct  financing  leases to
         land and building on operating  leases. In accordance with Statement of
         Financial  Accounting  Standards No. 13,  "Accounting  for Leases," the
         Partnership  recorded the  reclassified  asset at the lower of original
         cost,  present  fair  value,  or  present  carrying  value.  No loss on
         termination of direct financing  leases was recorded.  In May 2001, the
         Partnership  sold this  property to an unrelated  third party (see Note
         3).

         In December  2001,  the  Partnership  sold its  property  in  Cheyenne,
         Wyoming for which the land and building  portions were  classified as a
         direct  financing  lease.  In  connection  with  the  sale,  the  gross
         investment   (minimum  lease  payments  receivable  and  the  estimated
         residual value) and unearned  income relating to the assets  classified
         as a direct  financing  lease,  were  removed  from the  accounts.  The
         Partnership  sold  this  property  to  an  unrelated  third  party  for
         approximately $300,000 and received net sales proceeds of approximately
         $290,800, resulting in a gain of $2,111.


<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


5.       Investment in Joint Ventures:
         ----------------------------

         The Partnership has a 3.9%, a 36%, a 14.46%, a 64.29%, a 50%, a 23.04%,
         an 18%, a 34.74%, a 46.2% and an 85% interest in the profits and losses
         of Auburn  Joint  Venture,  Show Low  Joint  Venture,  Asheville  Joint
         Venture,  Warren Joint Venture,  Melbourne Joint Venture, a property in
         Vancouver,  Washington,  a  property  in  Clinton,  North  Carolina,  a
         property in Overland Park,  Kansas,  a property in Memphis,  Tennessee,
         and a  property  in Fort  Myers,  Florida,  held as  tenants-in-common,
         respectively.  The remaining  interests in these joint ventures and the
         properties  held as  tenants in common  are held by  affiliates  of the
         Partnership which have the same general partners.

         In October  1999,  the  Partnership  used the majority of the net sales
         proceeds  from the  sales  of the  properties  in  Walker  Springs  and
         Broadway,  Tennessee,  to  invest  in two  properties,  one in  each of
         Baytown,  Texas and Round Rock,  Texas,  with CNL Income Fund III, Ltd.
         and CNL Income Fund XI, Ltd.,  respectively,  affiliates of the general
         partners,  as  tenants-in-common,  for  an  80%  and  a  77%  interest,
         respectively,   in  the  properties.  As  of  December  31,  2000,  the
         Partnership  had  contributed  a total of  approximately  $2,108,100 to
         these tenancy in common arrangements.  In October 2001, the Partnership
         and CNL Income Fund XI, Ltd.  sold the  property in Round Rock,  Texas,
         for  approximately  $1,539,000  and  received  net  sales  proceeds  of
         approximately    $1,510,700,    resulting    in   a   gain,    to   the
         tenancy-in-common,  of approximately $123,900. The Partnership received
         approximately $1,156,300 as a liquidating distribution for its pro-rata
         share of the net sales  proceeds.  In December  2001,  the  Partnership
         reinvested  the  majority  of these  proceeds in a property in Houston,
         Texas (see Note 3).

         In addition, in November 1999, the Partnership used the majority of the
         net  sales  proceeds  from the  sale of the  property  in  Greeneville,
         Tennessee,   and  the  property  in  Liverpool,  New  York,  to  invest
         $1,162,602  in an IHOP Property in Dublin,  California  with CNL Income
         Fund  IX,   Ltd.,   an   affiliate   of  the   general   partners,   as
         tenants-in-common,  for 75% interest in the property. In June 2001, the
         Partnership  and CNL  Income  Fund IX,  Ltd.  sold  this  property  for
         approximately   $1,743,300   and   received   net  sales   proceeds  of
         approximately    $1,699,600,    resulting    in   a   gain,    to   the
         tenancy-in-common,  of approximately $158,100. The Partnership received
         approximately $1,273,800 as a liquidating distribution for its pro-rata
         share of the net sales proceeds.


<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


5.       Investment in Joint Ventures - Continued:
         ----------------------------------------

         In July 2001, the Partnership  reinvested these net sales proceeds in a
         property in Waldorf,  Maryland,  as  tenants-in-common  with CNL Income
         Fund IX,  Ltd.  and CNL  Income  Fund  XVII,  Ltd.,  each of which is a
         Florida limited  partnership and an affiliate of the general  partners.
         As of December 31, 2001, the Partnership had contributed  approximately
         $1,368,300 for a 60% interest in the property.

         During  2000,  the lease  relating to the  property  owned by Melbourne
         Joint Venture was amended to provide for rent reductions.  As a result,
         the joint  venture  reclassified  the building  portion of the property
         from a net investment in direct  financing lease to an operating lease.
         In accordance with Statement of Financial  Accounting Standards No. 13,
         "Accounting  for Leases" the joint  venture  recorded the  reclassified
         asset at the lower of original  cost,  present  fair value,  or present
         carrying value. No loss on termination of direct  financing  leases was
         recorded.  As of December 31,  2000,  the joint  venture,  in which the
         Partnership has a 50% interest,  recorded a provision for write-down of
         assets  totaling  approximately  $219,100,  due to the  fact  that  the
         operator of this property  vacated the property and ceased  operations.
         The provision  represented  the  difference  between the property's net
         carrying value at December 31, 2000 and the general partners'  estimate
         of net  realizable  value of the  property.  In June  2001,  the  joint
         venture re-leased this property to a new tenant.

         In January 2000, the Partnership  used the net sales proceeds  received
         from the 1999 sale of a property in Sevierville,  Tennessee, to acquire
         an interest in a Baker's Square property in Niles,  Illinois,  with CNL
         Income Fund XIV, Ltd., a Florida  limited  partnership and an affiliate
         of the general partners, as tenants-in-common. The Partnership acquired
         this interest from CNL BB Corp., an affiliate of the general  partners.
         In connection therewith,  the Partnership and CNL Income Fund XIV, Ltd.
         entered into an agreement  whereby each  co-venturer  will share in the
         profits and losses of the  property  in  proportion  to its  applicable
         percentage  interest.  As of December 31, 2001, the Partnership owned a
         74% interest in this property.


<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


5.       Investment in Joint Ventures - Continued:
         ----------------------------------------

         In January 2002, Houlihan's Restaurant, Inc., which leases the property
         owned by Show Low Joint Venture,  filed for bankruptcy and rejected the
         lease relating to this property (see Note 13). As a result, at December
         31, 2001, the joint venture  reclassified  the building  portion of the
         property  from  a  net  investment  in  direct  financing  lease  to an
         operating  lease. In accordance with Statement of Financial  Accounting
         Standards No. 13,  "Accounting  for Leases" the joint venture  recorded
         the  reclassified  asset at the lower of original  cost,  present  fair
         value,  or present  carrying  value.  No loss on  termination of direct
         financing  leases  was  recorded.  In  addition,  during the year ended
         December 31, 2001, the Partnership  recorded a provision for write-down
         of assets of  $56,398  related  to  previously  accrued  rental  income
         relating  to  this   property.   The  accrued  rental  income  was  the
         accumulated  amount  of  non-cash  accounting   adjustments  previously
         recorded in order to  recognize  future  scheduled  rent  increases  as
         income evenly over the term of the lease. The provision represented the
         difference  between the carrying  value of the property,  including the
         accumulated  accrued  rental  income  balance  and the joint  venture's
         estimated net realizable value of the property.

         Auburn Joint Venture, Show Low Joint Venture,  Asheville Joint Venture,
         Melbourne Joint Venture,  Warren Joint Venture, and the Partnership and
         affiliates as  tenants-in-common  in eight  separate  tenancy-in-common
         arrangements,  each  own and  lease  one  property  to an  operator  of
         national fast-food and family-style restaurants. The following presents
         the combined,  condensed  financial  information for the joint ventures
         and  the  properties  held  as  tenants-in-common  with  affiliates  at
         December 31:

<TABLE>
<CAPTION>

 <c>
                                                                    2001               2000
                                                             -----------------   ------------------

             Land and buildings on operating leases, net        $  13,817,152     $  14,169,149
             Net investment in direct financing leases              2,750,031         3,273,874
             Cash                                                      86,895            43,276
             Receivables, less allowance for doubtful
               accounts                                                31,451            41,191
             Accrued rental income                                    497,023           476,522
             Other assets                                               3,412             1,927
             Liabilities                                                1,057            23,270
             Partners' capital                                     17,184,907        17,982,669
             Revenues                                               1,671,581         1,861,676
             Provision for write-down of assets                            --          (219,053 )
             Net income                                             1,357,037         1,320,968

</TABLE>

<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


5.       Investment in Joint Ventures - Continued:
         ----------------------------------------

         The Partnership  recognized  income totaling  $987,886,  $672,749,  and
         $524,643,  for the years  ended  December  31,  2001,  2000,  and 1999,
         respectively,  from these joint  ventures  and the  properties  held as
         tenants-in-common with affiliates.

6.       Restricted Cash:
         ---------------

         As of December 31, 2000, the net sales proceeds of $2,061,560  from the
         sales of the four Popeye's  properties,  plus accrued interest of $476,
         were being held in interest-bearing escrow accounts pending the release
         of funds by the escrow agent to acquire additional properties on behalf
         of the  Partnership.  These funds were  released by the escrow agent in
         January 2001 and were used to acquire two  properties in Burley,  Idaho
         and Cleburne, Texas (see Note 3).

7.       Receivables:
         -----------

         In June 1997, the  Partnership  terminated the lease with the tenant of
         the property in  Greensburg,  Indiana.  In  connection  therewith,  the
         Partnership  accepted  a  promissory  note from the  former  tenant for
         $13,077  for  amounts  relating  to past  due  real  estate  taxes  the
         Partnership had incurred as a result of the former  tenant's  financial
         difficulties.  The promissory  note, which is  uncollateralized,  bears
         interest at a rate of ten percent per annum and is being  collected  in
         36 monthly  installments.  Receivables  at December  31, 2000  included
         $1,657 of such amounts, which were collected during 2001.

8.       Allocations and Distributions:
         -----------------------------

         From inception through December 31, 1999, generally, all net income and
         net losses of the Partnership, excluding gains and losses from the sale
         of  properties,  were  allocated  99% to the limited  partners  and one
         percent to the general  partners.  From inception  through December 31,
         1999  distributions  of net cash  flow  were  made  99% to the  limited
         partners  and one percent to the general  partners;  provided  however,
         that the one percent of net cash flow to be  distributed to the general
         partners  was  subordinated  to receipt by the  limited  partners of an
         aggregate,  ten percent,  cumulative,  noncompounded  annual  return on
         their adjusted capital contributions (the "10% Preferred Return").



<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


8.       Allocations and Distributions - Continued:
         -----------------------------------------

         From inception through December 31, 1999, generally, net sales proceeds
         from the sale of properties not in liquidation of the  Partnership,  to
         the extent distributed,  were distributed first to the limited partners
         in an  amount  sufficient  to  provide  them with  their 10%  Preferred
         Return,  plus the return of their adjusted capital  contributions.  The
         general partners then received,  to the extent previously  subordinated
         and unpaid,  a one percent  interest in all prior  distributions of net
         cash flow and a return of their  capital  contributions.  Any remaining
         sales proceeds were  distributed  95% to the limited  partners and five
         percent to the general  partners.  Any gain from the sale of a property
         not in liquidation of the Partnership was, in general, allocated in the
         same manner as net sales proceeds are distributable.  Any loss from the
         sale of a property  was, in  general,  allocated  first,  on a pro rata
         basis,  to partners with positive  balances in their capital  accounts;
         and  thereafter,  95% to the limited  partners  and five percent to the
         general partners.

         Generally,  net sales  proceeds from a liquidating  sale of properties,
         will be used in the following order: (i) first to pay and discharge all
         of  the  Partnership's   liabilities  to  creditors,  (ii)  second,  to
         establish  reserves that may be deemed necessary for any anticipated or
         unforeseen liabilities or obligations of the Partnership,  (iii) third,
         to pay all of the Partnership's liabilities, if any, to the general and
         limited partners,  (iv) fourth,  after allocations of net income, gains
         and/or  losses,  to distribute  to the partners  with positive  capital
         accounts  balances,  in  proportion  to such  balances,  up to  amounts
         sufficient  to  reduce  such  positive   balances  to  zero,   and  (v)
         thereafter,  any funds  remaining  shall then be distributed 95% to the
         limited partners and five percent to the general partners.

         Effective  January 1, 2000, the general  partners waived their right to
         receive  future  distributions  from the  Partnership,  including  both
         distributions  of operating cash flow and  distributions of liquidation
         proceeds,   to  the  extent   that  the   cumulative   amount  of  such
         distributions would exceed the balance in the general partners' capital
         account as of December  31,  1999.  Accordingly,  for years  commencing
         January  1,  2000 and  after,  the  Partnership's  net  income  will be
         allocated entirely among the limited partners.  However,  if losses are
         allocated to the general  partners in a year, an amount of income equal
         to the sum of such losses may be  allocated  to the general  partner in
         succeeding years. Accordingly,  the general partners were not allocated
         any net income and did not receive any  distributions  during the years
         ended December 31, 2001 or 2000.


<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


8.       Allocations and Distributions - Continued:
         -----------------------------------------

         During each of the years ended  December 31, 2001,  2000, and 1999, the
         Partnership   declared   distributions   to  the  limited  partners  of
         $3,150,000.  No distributions have been made to the general partners to
         date.

9.       Income Taxes:
         ------------

         The following is a reconciliation of net income for financial reporting
         purposes to net income for federal  income tax  purposes  for the years
         ended December 31:

<TABLE>
<CAPTION>

 <c>
                                                                             2001            2000             1999
                                                                        --------------- ---------------- ---------------

          Net income for financial reporting purposes                      $ 2,033,137      $ 3,016,796     $ 3,510,474

          Depreciation for tax reporting purposes in excess of
               depreciation for financial reporting purposes                   (31,672)         (57,187)        (61,184)

          Provision for write-down of assets                                   565,061          368,430              --

          Direct financing leases recorded as operating leases for
               tax reporting purposes                                           71,806           68,794          64,696

          Gain and loss on sale of assets for financial reporting
               purposes in excess of gain and loss on sale for tax
               reporting purposes                                             (216,733)        (639,806)       (459,787)

          Equity in earning of unconsolidated joint ventures for
               financial reporting purposes (in excess of) less than
               equity in earnings of unconsolidated joint ventures for
               tax reporting purposes                                         (264,234)           4,976         (70,289)

          Allowance for doubtful accounts                                      (43,067)         (46,628)        (83,316)

          Accrued rental income                                                (56,778)         (97,498)        (95,735)

          Rents paid in advance                                                 25,270           (4,381)        (10,241)

          Capitalization (deduction) of transaction costs for tax
               reporting purposes                                                   --         (194,444)        174,233

          Minority interest in timing differences of consolidated
               joint venture                                                      (267)           3,761          15,618
                                                                        --------------- ---------------- ---------------

          Net income for federal income tax purposes                       $ 2,082,523      $ 2,422,813     $ 2,984,469
                                                                        =============== ================ ===============

</TABLE>

<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


10.      Related Party Transactions:
         --------------------------

         One of the individual general partners, James M. Seneff, Jr., is one of
         the principal  shareholders of CNL Holdings,  Inc. The other individual
         general partner, Robert A. Bourne, serves as President and Treasurer of
         CNL Financial  Group,  Inc., a wholly owned subsidiary of CNL Holdings,
         Inc. CNL APF Partners,  LP (the "Advisor") is a wholly owned subsidiary
         of CNL American Properties Fund, Inc. ("APF"). CNL Fund Advisors, Inc.,
         a majority  owned  subsidiary of CNL  Financial  Group,  Inc.  until it
         merged with and into APF  effective  September  1, 1999,  served as the
         Partnership's  advisor until it assigned its rights in and  obligations
         under a  management  agreement  with  the  Partnership  to the  Advisor
         effective   July  1,  2000.  The   individual   general   partners  are
         stockholders and directors of APF.

         The Advisor  provides  certain  services  relating to management of the
         Partnership and its properties pursuant to a management  agreement with
         the Partnership. In connection therewith, the Partnership agreed to pay
         the  Advisor  a  management  fee of one  percent  of the  sum of  gross
         revenues  from  properties  wholly  owned  by the  Partnership  and the
         Partnership's allocable share of gross revenues from joint ventures and
         the property held as  tenants-in-common  with an affiliate,  but not in
         excess of  competitive  fees for  comparable  services.  These fees are
         payable only after the limited  partners  receive  their 10%  Preferred
         Return.  Due to the fact  that  these  fees are  noncumulative,  if the
         limited  partners have not received  their 10% Preferred  Return in any
         particular  year,  no  management  fees will be due or payable for such
         year. As a result of such  threshold,  no management fees were incurred
         during the years ended December 31, 2001 and 2000.

         The Advisor is also entitled to receive a deferred,  subordinated  real
         estate disposition fee, payable upon the sale of one or more properties
         based on the lesser of one-half of a competitive real estate commission
         or  three  percent  of the  sales  price  if  the  Advisor  provides  a
         substantial amount of services in connection with the sale. However, if
         the sales proceeds are reinvested in a placement property, no such real
         estate  disposition  fees  will  be  incurred  until  such  replacement
         property  is sold  and the net  sales  proceeds  are  distributed.  The
         payment  of the real  estate  disposition  fee is  subordinated  to the
         receipt  by the  limited  partners  of their  aggregate  10%  Preferred
         Return,  plus  their  adjusted  capital  contributions.   No  deferred,
         subordinated  real estate  disposition  fees have been  incurred  since
         inception.


<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


10.      Related Party Transactions:
         --------------------------

         During the year ended December 31, 2000, the Partnership and CNL Income
         Fund XIV, Ltd., as tenants-in-common, acquired an interest in a Baker's
         Square  property  from  CNL BB  Corp.,  an  affiliate  of  the  general
         partners,  for a purchase  price of  $1,112,500.  CNL Income  Fund XIV,
         Ltd., is a Florida limited  partnership and an affiliate of the general
         partners. CNL BB Corp. had purchased and temporarily held title to this
         property in order to facilitate the  acquisition of the property by the
         Partnership.  The purchase price paid by the Partnership represents the
         costs  incurred  by CNL BB Corp.  to  acquire  and carry the  property,
         including closing costs.

         In addition,  during 2001, the Partnership  acquired three  properties,
         one in Burley,  Idaho,  one in  Cleburne,  Texas,  and one in  Houston,
         Texas,   from  CNL  Funding  2001-A,   LP,  for  a  purchase  price  of
         approximately  $3,063,300  (see Note 3). CNL  Funding  2001-A,  LP is a
         Delaware limited  partnership and an affiliate of the general partners.
         CNL Funding 2001-A,  LP had purchased and temporarily held title to the
         properties in order to facilitate the  acquisition of the properties by
         the Partnership. The purchase price paid by the Partnership represented
         the costs incurred by CNL Funding  2001-A,  LP to acquire and carry the
         properties, including closing costs.

         During  the  years  ended  December  31,  2001,  2000,  and  1999,  the
         Partnership's  Advisor  and  its  affiliates  provided  accounting  and
         administrative  services  to the  Partnership  on a  day-to-day  basis,
         including  services  during 2000 and 1999  relating to the proposed and
         terminated merger.  The Partnership  incurred  $198,307,  $97,772,  and
         $118,067,  for the years  ended  December  31,  2001,  2000,  and 1999,
         respectively, for such services.

         The due to  related  parties at  December  31,  2001 and 2000,  totaled
         $11,507 and $5,396, respectively.


<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


11.      Concentration of Credit Risk:
         ----------------------------

         The  following  schedule  presents  total rental and earned income from
         individual  lessees,  each  representing  more than ten  percent of the
         Partnership's   total   rental  and  earned   income   (including   the
         Partnership's  share of total  rental  and  earned  income  from  joint
         ventures and the properties held as  tenants-in-common  with affiliates
         of the general partners) for each of the years ended December 31:


<TABLE>
<CAPTION>

 <c>
                                                                 2001               2000                1999
                                                             --------------    ----------------    ---------------

             Golden Corral Corporation                            $779,116           $ 771,099           $761,226
             IHOP Properties, Inc.                                 772,413             864,889            574,011
             Restaurant Management of S.C., Inc.                       N/A                 N/A            404,659

</TABLE>

         In addition,  the following  schedule  presents total rental and earned
         income from individual  restaurant chains,  each representing more than
         ten  percent  of the  Partnership's  total  rental  and  earned  income
         (including  the  Partnership's  share of total rental and earned income
         from joint ventures and the properties held as  tenants-in-common  with
         affiliates  of the  general  partners)  for  each  of the  years  ended
         December 31:

<TABLE>
<CAPTION>

 <c>
                                                     2001             2000                1999
                                                --------------  ----------------    ----------------


              Golden Corral Family Steakhouse
                  Restaurants                     $779,116           $ 771,099           $ 761,226
              IHOP                                 772,413             864,889             574,011

</TABLE>

         The  information   denoted  by  N/A  indicates  that  for  each  period
         presented,  the tenant did not  represent  more than ten percent of the
         Partnership's total rental and earned income.

         Although  the  Partnership's   properties  are  geographically  diverse
         throughout the United States and the  Partnership's  lessees  operate a
         variety of restaurant concepts,  default by any one of these lessees or
         restaurant chains could significantly  impact the results of operations
         of the  Partnership  if the  Partnership  is not able to  re-lease  the
         properties in a timely manner.


<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


12.      Selected Quarterly Financial Data:
         ---------------------------------

         The following table presents  selected  unaudited  quarterly  financial
         data for each full quarter during the years ended December 31, 2001 and
         2000.
<TABLE>
<CAPTION>

 <c>
              2001 Quarter               First            Second            Third            Fourth             Year
         ------------------------    --------------    -------------     -------------    --------------    --------------

         Revenue (1)                      $804,867         $888,215          $775,176          $936,788       $ 3,405,046
         Net income                        523,339          379,518           333,791           796,489         2,033,137
         Net income per
             limited partner
             unit                             7.48             5.42              4.77             11.37             29.04

              2000 Quarter               First            Second            Third            Fourth             Year
         ------------------------    --------------    -------------     -------------    --------------    --------------

         Revenue (1)                      $872,222         $685,446          $830,586          $823,253       $ 3,211,507
         Net income                        660,915          506,573         1,484,346           364,962         3,016,796
         Net income per
             limited partner
             unit                             9.35             7.16             21.02              5.57             43.10
</TABLE>

         (1)      Revenues  include equity in earnings of  unconsolidated  joint
                  ventures,  minority  interest in income of consolidated  joint
                  ventures and interest and other income.

13.      Subsequent Event:
         ----------------

         In January 2002, Houlihan's Restaurant, Inc., which leases the property
         owned by Show Low Joint Venture,  filed for bankruptcy and rejected the
         lease relating to this property.



<PAGE>



Item 9.  Changes in and  Disagreements  with  Accountants  on Accounting  and
         Financial Disclosure

         None.


                                    PART III


Item 10. Directors and Executive Officers of the Registrant

         The General Partners of the Registrant are James M. Seneff, Jr., Robert
A.  Bourne  and CNL  Realty  Corporation,  a Florida  corporation.  The  General
Partners  manage  and  control  the  Partnership's   affairs  and  have  general
responsibility   and  the  ultimate  authority  in  all  matters  affecting  the
Partnership's  business.  The  Partnership  has  available  to it the  services,
personnel and experience of CNL Fund Advisors,  Inc., CNL Financial Group,  Inc.
and their affiliates, all of which are affiliates of the General Partners.

         James M. Seneff, Jr., age 55. Since 1971, Mr. Seneff has been active in
the  acquisition,  development,  and  management  of real estate  projects  and,
directly or through an  affiliated  entity,  has served as a general  partner or
co-venturer in over 100 real estate  ventures.  These ventures have involved the
financing,  acquisition,   construction,  and  leasing  of  restaurants,  office
buildings,  apartment  complexes,  hotels, and other real estate. Mr. Seneff has
served as Director and Chairman of the Board of CNL  American  Properties  Fund,
Inc. ("APF"),  a public,  unlisted real estate investment trust, since 1994. Mr.
Seneff served as Chief  Executive  Officer of APF from 1994 through August 1999,
and has served as Co-Chief  Executive  Officer of APF since  December  2000. Mr.
Seneff served as Chairman of the Board and Chief  Executive  Officer of CNL Fund
Advisors,  Inc.,  formerly  the  Partnership's  advisor,  until it merged with a
wholly-owned  subsidiary  of APF  in  September  1999,  and in  June  2000,  was
re-elected  to those  positions  of CNL Fund  Advisors,  Inc.  Mr.  Seneff  is a
principal stockholder of CNL Holdings, Inc., the parent company of CNL Financial
Group,  Inc., a diversified  real estate company,  and has served as a Director,
Chairman of the Board and Chief Executive  Officer of CNL Financial Group,  Inc.
since its formation in 1980. CNL Financial  Group,  Inc. is the parent  company,
either directly or indirectly through subsidiaries, of CNL Real Estate Services,
Inc., CNL Capital Markets, Inc., CNL Investment Company and CNL Securities Corp.
Mr. Seneff also serves as a Director,  Chairman of the Board and Chief Executive
Officer of CNL  Hospitality  Properties,  Inc., a public,  unlisted  real estate
investment trust, as well as, CNL Hospitality  Corp., its advisor.  In addition,
he serves as a Director,  Chairman of the Board and Chief  Executive  Officer of
CNL Retirement Properties, Inc., a public, unlisted real estate investment trust
and its advisor,  CNL Retirement Corp. Since 1992, Mr. Seneff has also served as
a Director,  Chairman of the Board and Chief Executive Officer of Commercial Net
Lease Realty,  Inc., a public real estate investment trust that is listed on the
New York Stock Exchange.  Mr. Seneff has also served as a Director,  Chairman of
the Board and Chief Executive  Officer of CNL Securities  Corp.  since 1979; CNL
Investment  Company  since  1990;  and  CNL  Institutional  Advisors,   Inc.,  a
registered investment advisor for pension plans, since 1990. Mr. Seneff formerly
served  as a  Director  of First  Union  National  Bank of  Florida,  N.A.,  and
currently serves as the Chairman of the Board of CNL Bank. Mr. Seneff previously
served on the Florida State Commission on Ethics and is a former member and past
Chairman of the State of Florida Investment  Advisory Council,  which recommends
to the Florida Board of Administration  investments for various Florida employee
retirement  funds.  The Florida  Board of  Administration,  Florida's  principal
investment advisory and money management agency, oversees the investment of more
than $60 billion of retirement funds. Mr. Seneff received his degree in Business
Administration from Florida State University in 1968.

         Robert A.  Bourne,  age 54. Mr.  Bourne has  participated  as a general
partner  or  co-venturer  in over  100  real  estate  ventures  involved  in the
financing,  acquisition,   construction,  and  leasing  of  restaurants,  office
buildings,  apartment  complexes,  hotels,  and other real estate. Mr. Bourne is
Director of the Board of Directors of APF. Mr. Bourne served as President of APF
from 1994 through  February 1999. He also served as Treasurer from February 1999
through  August 1999 and from May 1994 through  December 1994. He also served in
various  executive  positions with CNL Fund  Advisors,  Inc. prior to its merger
with a  wholly-owned  subsidiary of APF  including,  President from 1994 through
September 1997, and Director from 1994 through August 1999. Mr. Bourne serves as
President and Treasurer of CNL Financial Group, Inc.; Director, Vice Chairman of
the Board,  President  and  Treasurer  of CNL  Hospitality  Properties,  Inc., a
public,  unlisted  real estate  investment  trust;  as well as,  Director,  Vice
Chairman of the Board,  President and Treasurer of CNL  Hospitality  Corp.,  its
advisor. In addition, Mr. Bourne serves as Director, Vice Chairman of the Board,
President and Treasurer of CNL Retirement Properties,  Inc., a public,  unlisted
real  estate  investment  trust;  as well as, a Director,  Vice  Chairman of the
Board,  President and Treasurer of its advisor,  CNL Retirement Corp. Mr. Bourne
also serves as a Director of CNL Bank.  He has served as a Director  since 1992,
Vice Chairman of the Board since  February  1996,  Secretary and Treasurer  from
February 1996 through 1997, and President from July 1992 through  February 1996,
of Commercial  Net Lease  Realty,  Inc., a public real estate  investment  trust
listed on the New York Stock  Exchange.  Mr.  Bourne  also  serves as  Director,
President  and Treasurer for various  affiliates  of CNL Financial  Group,  Inc.
including,  CNL Investment  Company,  CNL Securities Corp. and CNL Institutional
Advisors,  Inc., a registered  investment  advisor for pension plans. Mr. Bourne
began his career as a certified public accountant employed by Coopers & Lybrand,
Certified  Public  Accountants,  from 1971 through  1978,  where he attained the
position  of Tax  Manager in 1975.  Mr.  Bourne  graduated  from  Florida  State
University in 1970 where he received a B.A. in Accounting, with honors.

         Curtis B.  McWilliams,  age 46. Mr.  McWilliams  has served as Co-Chief
Executive  Officer of APF since  December  2000 and  previously  served as Chief
Executive  Officer from  September  1999  through  December  2000.  Prior to the
acquisition of CNL Fund Advisors,  Inc., Mr.  McWilliams  served as President of
APF from  February  1999 until  September  1999.  From February 1998 to February
1999, he served as Executive  Vice President of APF. Mr.  McWilliams  joined CNL
Financial  Group,  Inc. in April 1997 and served as an Executive  Vice President
from October 1997 until September 1999. In addition,  Mr.  McWilliams  served as
President of CNL Fund Advisors, Inc. and CNL Financial Services, Inc. from April
1997 until the acquisition of such entities by wholly-owned  subsidiaries of APF
in September  1999.  From September 1983 through March 1997, Mr.  McWilliams was
employed by Merrill  Lynch & Co. The  majority of his career at Merrill  Lynch &
Co.  was in the  Investment  Banking  division  where he  served  as a  Managing
Director.  Mr.  McWilliams  received  a  B.S.E.  in  Chemical  Engineering  from
Princeton University in 1977 and a Master of Business Administration degree with
a concentration in finance from the University of Chicago in 1983.

         Steven  D.  Shackelford,  age  38.  Mr.  Shackelford  was  promoted  to
Executive Vice President of APF in June 2000. He served as Senior Vice President
from September 1999 until his promotion in June 2000. Mr. Shackelford has served
as Chief  Financial  Officer  since January 1997 and has served as Secretary and
Treasurer of APF since September 1999. He also served as Chief Financial Officer
of CNL Fund Advisors,  Inc. from September  1996 to September  1999.  From March
1995 to July 1996, Mr.  Shackelford  was a senior manager in the national office
of Price  Waterhouse LLP where he was responsible  for advising  foreign clients
seeking to raise capital and a public listing in the United States.  From August
1992 to March  1995,  he was a  manager  in the  Paris,  France  office of Price
Waterhouse, serving several multi-national clients. Mr. Shackelford was an audit
staff and  senior  from  1986 to 1992 in the  Orlando,  Florida  office of Price
Waterhouse.  Mr.  Shackelford  received a Bachelor of Arts degree in Accounting,
with honors, and a Master of Business  Administration  degree from Florida State
University and is a certified public accountant.


Item 11.  Executive Compensation

         Other than as  described in Item 13, the  Partnership  has not paid and
does not intend to pay any executive compensation to the General Partners or any
of their affiliates.  There are no compensatory plans or arrangements  regarding
termination of employment or change of control.




<PAGE>


Item 12.  Security Ownership of Certain Beneficial Owners and Management

         As of March 15,  2002,  no person was known to the  Registrant  to be a
beneficial owner of more than five percent of the Units.

         The following  table sets forth,  as of March 15, 2002,  the beneficial
ownership interests of the General Partners in the Registrant.

<TABLE>
<CAPTION>

 <c>
                    Title of Class                  Name of Partner          Percent of Class
                    --------------                  ---------------          ----------------

           General Partnership Interests       James M. Seneff, Jr.                    45%
                                               Robert A. Bourne                        45%
                                               CNL Realty Corporation                  10%
                                                                                   --------
                                                                                      100%
                                                                                   ========
</TABLE>

         Neither the General  Partners,  nor any of their  affiliates,  owns any
interest in the Registrant, except as noted above.



<PAGE>


Item 13.  Certain Relationships and Related Transactions

         The  table  below   summarizes  the  types,   recipients,   methods  of
computation and amounts of compensation,  fees and distributions paid or payable
by the  Partnership  to the General  Partners and their  affiliates for the year
ended  December 31, 2001,  exclusive of any  distributions  to which the General
Partners or their  affiliates  may be entitled by reason of their  purchase  and
ownership of Units.

<TABLE>
<CAPTION>

 <c>
                                                                                          Amount Incurred
      Type of Compensation                                                                 For the Year
          and Recipient                        Method of Computation                  Ended December 31, 2001
----------------------------------     --------------------------------------      ------------------------------

Reimbursement  to affiliates  for      Operating  expenses are reimbursed at       Accounting and administrative
operating expenses                     the  lower  of  cost  or  90%  of the       services: $198,307
                                       prevailing  rate at which  comparable
                                       services  could have been obtained in
                                       the     same     geographic     area.
                                       Affiliates  of the  General  Partners
                                       from  time  to  time  incur   certain
                                       operating  expenses  on behalf of the
                                       Partnership     for     which     the
                                       Partnership       reimburses      the
                                       affiliates without interest.

Annual, subordinated                   One  percent  of  the  sum  of  gross       $-0-
management fee to affiliates           operating  revenues  from  Properties
                                       wholly owned by the Partnership plus
                                       the Partnership's allocable share of
                                       gross revenues of joint ventures in
                                       which    the    Partnership  is a co-
                                       venturer and the Property owned
                                       with an affiliate as tenants-in-
                                       common, subordinated to certain
                                       minimum returns to the Limited
                                       Partners. The management fee will
                                       not exceed competitive fees for
                                       comparable  services.  Due to the fact
                                       that these fees are noncumulative, if
                                       the Limited Partners have not
                                       received  their 10% Preferred Return
                                       in any particular year, no
                                       management  fees will be due
                                       or payable for such year.




<PAGE>



                                                                                          Amount Incurred
      Type of Compensation                                                                 For the Year
         and Recipient                         Method of Computation                  Ended December 31, 2001
---------------------------------      --------------------------------------      ------------------------------

Deferred,    subordinated   real       A deferred,  subordinated real estate       $-0-
estate  disposition  fee payable       disposition  fee,  payable  upon sale
to affiliates                          of  one  or  more  Properties,  in an
                                       amount  equal  to the  lesser  of (i)
                                       one-half of a competitive real
                                       estate commission, or (ii) three
                                       percent of the sales price of such
                                       Property or Properties. Payment of
                                       such  fee   shall  be  made  only  if
                                       affiliates of the General Partners
                                       provide a substantial amount of
                                       services in connection with the sale
                                       of a Property or Properties and
                                       shall be subordinated to certain
                                       minimum returns to the Limited
                                       Partners.  However,  if the net sales
                                       proceeds   are    reinvested   in   a
                                       replacement Property, no such real
                                       estate disposition fee will be
                                       incurred until such replacement
                                       Property is sold and the net sales
                                       proceeds are distributed.

General   Partners'    deferred,       A deferred,  subordinated share equal       $-0-
subordinated       share      of       to   one   percent   of   Partnership
Partnership net cash flow              distributions   of  net  cash   flow,
                                       subordinated to certain minimum
                                       returns to the Limited Partners.

General   Partners'    deferred,       A deferred,  subordinated share equal       $-0-
subordinated       share      of       to  five   percent   of   Partnership
Partnership  net sales  proceeds       distributions   of  such  net   sales
from  a  sale  or  sales  not in       proceeds,   subordinated  to  certain
liquidation of the Partnership         minimum   returns   to  the   Limited
                                       Partners.


<PAGE>



                                                                                          Amount Incurred
      Type of Compensation                                                                 For the Year
         And Recipient                         Method of Computation                  Ended December 31, 2001
---------------------------------      --------------------------------------      ------------------------------

General   Partners'   share   of       Distributions  of net sales  proceeds       $-0-
Partnership  net sales  proceeds       from   a    sale    or    sales    of
from  a   sale   or   sales   in       substantially      all     of     the
liquidation of the Partnership         Partnership's    assets    will    be
                                       distributed in the following order
                                       or priority: (i) first, to pay all
                                       debts   and    liabilities   of   the
                                       Partnership    and    to    establish
                                       reserves; (ii) second, to Partners
                                       with positive capital account
                                       balances, determined after the
                                       allocation  of net income,  net loss,
                                       gain and loss, in proportion to such
                                       balances, up to amounts sufficient
                                       to reduce such balances to zero; and
                                       (iii) thereafter, 95% to the Limited
                                       Partners and 5% to the General Partners.

</TABLE>

In addition,  during 2001, the  Partnership  acquired three  Properties from CNL
Funding 2001-A,  LP, an affiliate of the General Partners,  for a purchase price
of  approximately   $3,063,300.   CNL  Funding  2001-A,  LP  had  purchased  and
temporarily   held  title  to  these  Properties  in  order  to  facilitate  the
acquisition of the Properties by the Partnership. The purchase price paid by the
Partnership  represents the costs incurred by CNL Funding 2001-A,  LP to acquire
and carry the Properties, including closing costs.


<PAGE>


                                     PART IV


Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)      The following documents are filed as part of this report.

         1.   Financial Statements

                  Report of Independent Certified Public Accountants

                  Balance Sheets at December 31, 2001 and 2000

                  Statements  of Income for the years ended  December  31, 2001,
                  2000, and 1999

                  Statements of Partners'  Capital for the years ended  December
                  31, 2001, 2000, and 1999

                  Statements  of Cash  Flows for the years  ended  December  31,
                  2001, 2000, and 1999

                  Notes to Financial Statements

         2.   Financial Statement Schedules

                  Schedule II -Valuation and  Qualifying  Accounts for the years
                  ended December 31, 2001, 2000 and 1999

                  Schedule  III - Real Estate and  Accumulated  Depreciation  at
                  December 31, 2001

                  Notes  to  Schedule   III  -  Real   Estate  and   Accumulated
                  Depreciation at December 31, 2001

                  All other Schedules are omitted as the required information is
                  inapplicable or is presented in the financial statements or
                  notes thereto.

         3.   Exhibits

                  3.1      Certificate of Limited Partnership of CNL Income Fund
                           VI, Ltd.  (Included  as Exhibit  3.3 to  Registration
                           Statement No. 33-23892 on Form S-11 and  incorporated
                           herein by reference.)

                  4.1      Certificate of Limited Partnership of CNL Income Fund
                           VI, Ltd.  (Included  as Exhibit  4.2 to  Registration
                           Statement No. 33-23892 on Form S-11 and  incorporated
                           herein by reference.)

                  4.2      Agreement and  Certificate of Limited  Partnership of
                           CNL Income Fund VI, Ltd.  (Included as Exhibit 4.2 to
                           Form 10-K  filed  with the  Securities  and  Exchange
                           Commission on April 1, 1996, and incorporated  herein
                           by reference.)

                  10.1     Management  Agreement  (Included  as Exhibit  10.1 to
                           Form 10-K  filed  with the  Securities  and  Exchange
                           Commission on March 31, 1994, and incorporated herein
                           by reference.)

                  10.2     Assignment   of   Management   Agreement   from   CNL
                           Investment Company to CNL Income Fund Advisors,  Inc.
                           (Included as Exhibit 10.2 to Form 10-K filed with the
                           Securities and Exchange Commission on March 30, 1995,
                           and incorporated herein by reference.)



                  10.3     Assignment  of Management  Agreement  from CNL Income
                           Fund  Advisors,  Inc.  to  CNL  Fund  Advisors,  Inc.
                           (Included as Exhibit 10.3 to Form 10-K filed with the
                           Securities and Exchange  Commission on April 1, 1996,
                           and incorporated herein by reference.)

                  10.4     Assignment  of  Management  Agreement  from  CNL Fund
                           Advisors,  Inc. to CNL APF Partners, LP. (Included as
                           Exhibit  10.4 to Form 10-Q filed with the  Securities
                           Exchange   Commission   on   August  9,   2001,   and
                           incorporated herein by reference).

         (b)      The Registrant  filed no reports on Form 8-K during the period
                  October 1, 2001 through December 31, 2001.



<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,  thereunto duly  authorized,  on the 25th day of
March, 2002.

                               CNL INCOME FUND VI, LTD.

                               By:      CNL REALTY CORPORATION
                                        General Partner

                                        /s/ Robert A. Bourne
                                        -----------------------------------
                                        ROBERT A. BOURNE, President


                               By:      ROBERT A. BOURNE
                                        General Partner

                                        /s/ Robert A. Bourne
                                        -----------------------------------
                                        ROBERT A. BOURNE


                               By:      JAMES M. SENEFF, JR.
                                        General Partner

                                        /s/ James M. Seneff, Jr.
                                        -----------------------------------
                                        JAMES M. SENEFF, JR.




<PAGE>




         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

 <c>

               Signature                                  Title                                  Date
               ---------                                  -----                                  ----



/s/ Robert A. Bourne                     President,   Treasurer   and   Director            March 25, 2002
------------------------------------     (Principal   Financial  and  Accounting
Robert A. Bourne                         Officer)


/s/ James M. Seneff, Jr.                 Chief  Executive  Officer and  Director            March 25, 2002
------------------------------------     (Principal Executive Officer)
James M. Seneff, Jr.

</TABLE>


<PAGE>



                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                  Years Ended December 31, 2001, 2000, and 1999

<TABLE>
<CAPTION>

 <c>
                                                  Additions                                   Deductions
                               -------------------------------------------------    --------------------------------
                                                                                                        Collected
                                                                                                        or Deter-
                                Balance at       Charged to       Charged to           Deemed           mined to        Balance
                                 Beginning       Costs and           Other           Uncollec-           be Col-        at End
  Year       Description          of Year         Expenses         Accounts            tible            lectible        of Year
-------    -----------------   --------------  ---------------  ----------------    -------------     --------------  ------------

  1999     Allowance for
               doubtful
               accounts (a)        $ 362,757          $    --        $   29,049 (b)       $   --         $ 103,591      $ 288,215
                               ==============  ===============  ================    =============     ==============  ============

  2000     Allowance for
               doubtful
               accounts (a)        $ 288,215          $    --        $   37,003 (b)       $   --         $  83,631      $ 241,587
                               ==============  ===============  ================    =============     ==============  ============

  2001     Allowance for
               doubtful
               accounts (a)        $ 241,587       $   44,987        $  164,929 (b)    $ 243,222 (c)     $   9,761      $ 198,520
                               ==============  ===============  ================    =============     ==============  ============

</TABLE>


         (a)      Deducted  from  receivables  and accrued  rental income on the
                  balance sheet.

         (b)      Reduction of rental and other income.

         (c)      Amounts written off as uncollectible.


<PAGE>
                                CNL INCOME FUND VI, LTD.
                           (A Florida Limited Partnership)

                  SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                  December 31, 2001
<TABLE>
<CAPTION>


                                                                      Costs Capitalized
                                                                       Subsequent to
                                                      Initial Cost      Acquisition
                                          -------------------------  ------------------
                            Encum-                     Buildings and Improve-   Carrying
                            brances          Land       Improvements  ments     Costs
                           ----------     ------------ ------------  ---------  -------

 <c>
Properties the Partnership
   has Invested in Under
   Operating Leases:

    Arby's Restaurants:
      Greensburg, Indiana      -             $222,559            -   $640,529        -

    Church's Fried Chicken
      Restaurants:
          Gainesville, Florida -               83,542      208,564    192,227        -
          Orlando,Florida      -              177,440      270,985          -        -

    Durangos Steakhouse:
      Marietta, Georgia        -              399,885      712,762          -        -

    Golden Corral Family
      Steakhouse Restaurants:
          Albuquerque, New Mexi-o             717,708    1,018,823          -        -
          Amarillo, Texas      -              773,627      908,171          -        -
          Lawton, Oklahoma     -              559,095      838,642          -        -
          El Paso, Texas       -              670,916            -    837,317        -

    Hardee's Restaurants:
      Springfield, Tennessee   -              203,159      413,221          -        -

    IHOP:
      Elgin, Illinois          -              426,831            -          -        -
      Manassas, Virginia       -              366,992      759,788          -        -

    Jack in the Box Restaurant:
      San Antonio, Texas       -              272,300            -          -        -
      Cleburne, Texas          -              516,894      620,888          -        -
      Burley, Idaho            -              453,108      507,477          -        -

    KFC Restaurants:
      Caro, Michigan           -              150,804            -    373,558        -
      Gainesville, Florida     -              321,789      287,429          -        -

    Shoney's Restaurant:
      Goodlettsville, Tennessee-              320,540      531,507          -        -

    Taco Bell Restaurant:
      Detroit, Michigan        -              171,240            -    385,709        -


    Taco Cabana Restaurant:
      Houston, Texas           -              543,888      420,965          -        -

    Waffle House Restaurants:
      Clearwater Florida       -              130,499      268,580          -        -
      Roanoke, Virginia        -              119,533      236,219          -        -
      Atlantic Beach, Florida  -              141,627      263,021          -        -

    Other:
      Hermitage, Tennessee     -              391,157            -    720,026        -
                                          ------------ ------------  ---------  -------

                                           $8,135,133   $8,267,042   $3,149,366      -
                                          ============ ============  =========  =======

Property of Joint Venture
   in Which the Partnership
   has a 36% Interest and has
   Invested in Under an
   Operating Lease:

    Darryl's Restaurant:
      Greensboro, North Carolin- (j)         $261,013            -   $489,757        -
                                          ============ ============  =========  =======

Property of Joint Venture
   in Which the Partnership
   has a 3.9% Interest and has
   Invested in Under an
   Operating Lease:

    KFC Restaurant:
      Auburn, Massachusetts    -             $484,362            -          -        -
                                          ============ ============  =========  =======

Property of Joint Venture
   in Which the Partnership
   has a 14.46% Interest and has
   Invested in Under an
   Operating Lease:

    Burger King Restaurant:
      Asheville, North Carolina-             $438,695     $450,432          -        -
                                          ============ ============  =========  =======

Property in Which the Partner-
   ship has a 18% Interest
   as Tenants-in-Common and
   has Invested in Under an
   Operating Lease:

    Golden Corral Family
      Steakhouse Restaurant:
          Clinton, North Caroli-a            $138,382     $676,588          -        -
                                          ============ ============  =========  =======


Property in Which the Partner-
   ship has a 23.04% Interest
   as Tenants-in-Common and
   has Invested in Under an
   Operating Lease:

    Chevy's Fresh Mex Restaurant:
      Vancouver, Washington    -             $875,659   $1,389,366          -        -
                                          ============ ============  =========  =======

Property in Which Partnership
   has a 46.20% Interest as
   Tenants-in-Common has
   Invested in Under an
   Operating Lease:

    IHOP Restaurant:
      Memphis, Tennessee       -             $678,890     $825,076          -        -
                                          ============ ============  =========  =======

Property of Joint Venture
   in Which the Partnership
   has a 50% Interest and
   has Invested in Under an
   Operating Lease:

    Denny's
      Melbourne, Florida(i)    -             $438,972     $639,141          -        -
                                          ============ ============  =========  =======

Property in Which the Partnership
   has a 85% Interest as
   Tenants-in-Common and
   has Invested in Under an
   Operating Lease:

    Bennigan's Restaurant:
      Fort Myers, Florida      -             $638,026            -          -        -
                                          ============ ============  =========  =======

Property of Joint Venture
   in Which the Partnership
   has a 64.29% Interest and
   has Invested in Under an
   Operating Lease:

    IHOP Restaurant:
      Warren,nMichiganan       -             $507,965     $889,080          -        -
                                          ============ ============  =========  =======


Property in Which
    the Partnership has a 80% as
    Tenants-in-Common Interest
    and has Invested in Under
    an Operating Lease:

    IHOP Restaurant:
      Baytown,,Texasigan       -             $495,847     $799,469          -        -
                                          ============ ============  =========  =======

Property in Which
    the Partnership has a 60% as
    Tenants-in-Common Interest
    and has Invested in Under
    an Operating Lease:

    Bennigan's Restaurant:
      Waldorf,,Marylandn       -             $968,984   $1,311,515          -        -
                                          ============ ============  =========  =======

Property in Which
    the Partnership has a 74% as
    Tenants-in-Common Interest
    and has Invested in Under
    an Operating Lease:

    Baker's Square
      Niles, Illinois              -         $664,944     $838,434          -        -
                                          ============ ============  =========  =======

Properties the Partnership
   has Invested in Under
   Direct Financing Leases:

    Denny's Restaurant:
      Broken Arrow, Oklahoma   -              164,640      559,972          -        -

    IHOP:
      Elgin, Illinois          -                    -    1,057,282          -        -

    Hardee's Restaurant:
      Waynesburg, Ohio         -              136,242      441,299          -        -

    Jack in the Box Restaurant:
      San Antonio, Texas       -                    -      420,568          -        -

                                          ------------ ------------  ---------  -------

                               -             $300,882   $2,479,121          -        -
                                          ============ ============  =========  =======

Property of Joint Venture in
   Which the Partnership has a
   3.9% Interest and has
   Invested in Under a Direct
   Financing Lease:

    KFC Restaurant:
      Auburn, Massachusetts    -                    -            -   $434,947        -
                                          ============ ============  =========  =======

Property in Which the Partnerhsip
   has a 34.74% Interest as
   Tenants-in-Common and
   has Invested in Under
   a Direct Financing Lease:

    IHOP Restaurant:
      Overland Park, Kansas    -             $335,374   $1,273,134          -        -
                                          ============ ============  =========  =======
Property in Which the Partnership
   has a 85% Interest as
   Tenants-in-Common and
   has Invested in Under
   a Direct Financing Lease:

    Bennigan's Restaurant:
      Fort Myers, Florida      -                    -     $831,741          -        -
                                          ============ ============  =========  =======







    $222,559     $640,529     $863,088    $232,292   1989     07/89         (b)



      83,542      400,791      484,333     151,985   1990     04/90         (b)
     177,440      270,985      448,425     105,474   1985     04/90         (b)


     399,885      712,762    1,112,647     115,187   1993     02/97         (b)



     717,708    1,018,823    1,736,531     408,093   1989     12/89         (b)
     773,627      908,171    1,681,798     363,766   1989     12/89         (b)
     559,095      838,642    1,397,737     335,916   1989     12/89         (b)
     670,916      837,317    1,508,233     318,716   1990     04/90         (b)


     203,159      413,221      616,380     153,099   1990     11/90         (b)


     426,831           (f)     426,831          (d)  1997     12/97         (d)
     366,992      759,788    1,126,780     101,441   1986     12/97         (b)


     272,300           (f)     272,300          (d)  1990     08/90         (d)
     516,894      620,888    1,137,782      20,696   2000     01/01         (b)
     453,108      507,477      960,585      16,916   2000     01/01         (b)


     150,804      373,558      524,362     146,311   1990     03/90         (b)
     321,789      287,429      609,218     106,992   1985     11/90         (b)


     320,540      531,507      852,047     217,773   1988     09/89         (b)


     171,240      385,709      556,949     153,403   1990     01/89         (b)



     543,888      420,965      964,853       1,169   1990     12/01         (b)


     130,499      268,580      399,079     107,162   1988     01/90         (b)
     119,533      236,219      355,752      94,250   1987     01/90         (b)
     141,627      263,021      404,648     104,656   1986     01/90         (b)


     391,157      720,026    1,111,183     272,377   1990     02/90         (b)
-------------  -----------  -----------  ----------

  $8,135,133   $11,416,408  $19,551,541  $3,527,675
=============  ===========  ===========  ==========








    $261,013     $489,757     $750,770      $9,603    1974    06/97         (b)
=============  ===========  ===========  ==========








    $484,362           (f)    $484,362          (d)  1989     01/90         (d)
=============               ===========








    $438,695     $450,432     $889,127    $161,992   1986     03/91         (b)
=============  ===========  ===========  ==========









    $138,382     $676,588     $814,970    $133,933   1996     01/96         (b)
=============  ===========  ===========  ==========


    $875,659   $1,389,366   $2,265,025    $185,373   1994     12/97         (b)
=============  ===========  ===========  ==========

    $678,890     $825,076   $1,503,966    $109,151   1997     01/98         (b)
=============  ===========  ===========  ==========


    $438,972     $420,088     $859,060     $30,294   1998     04/98         (i)
=============  ===========  ===========  ==========


    $638,026           (f)    $638,026          (d)    -      06/98         (d)
=============               ===========

    $507,965     $889,080   $1,397,045     $97,675     -      09/98         (b)
=============  ===========  ===========  ==========

    $495,847     $799,469   $1,295,316     $58,616   1998     10/99         (b)
=============  ===========  ===========  ==========

    $968,984   $1,311,515   $2,280,499     $21,859   2001     07/01         (b)
=============  ===========  ===========  ==========

    $664,944     $838,434   $1,503,378     $55,896   2000     01/00         (b)
=============  ===========  ===========  ==========

          (f)          (f)          (f)         (e)  1982     08/95         (e)


           -           (f)          (f)         (e)  1997     12/97         (e)


          (f)          (f)          (f)         (e)  1990     11/90         (e)


           -           (f)          (f)         (d)  1990     08/90         (d)

-------------

           -
=============








           -           (f)          (f)         (d)  1989     01/90         (d)
=============








          (f)          (f)          (f)         (d)    -      01/98         (d)




           -           (f)          (f)         (d)    -      06/98         (d)
=============

</TABLE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

        NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                December 31, 2001


(a)      Transactions in real estate and accumulated  depreciation  during 2001,
         2000, and 1999, are summarized as follows:

<TABLE>
<CAPTION>

 <c>
                                                                                                     Accumulated
                                                                           Cost                      Depreciation
                                                                   ----------------------        ---------------------

          Properties the Partnership has invested in Under
               Operating leases:

              Balance, December 31, 1998                                $     22,145,930              $     3,586,086
              Dispositions                                                    (3,818,459 )                   (738,677 )
              Depreciation expense                                                    --                      410,257
                                                                   ----------------------        ---------------------

              Balance, December 31, 1999                                      18,327,471                    3,257,666
              Dispositions                                                    (1,839,149 )                   (462,810 )
              Reclassified from capital lease (h)                                470,795                           --
              Provision for write-down of assets                                (368,430 )                         --
              Depreciation expense                                                    --                      367,328
                                                                   ----------------------        ---------------------

              Balance, December 31, 2000                                      16,590,687                    3,162,184
              Dispositions                                                      (102,365 )                     (5,357 )
              Acquisitions                                                     3,063,219                           --
              Depreciation expense                                                    --                      370,848
                                                                   ----------------------        ---------------------

              Balance, December 31, 2001                                $     19,551,541              $     3,527,675
                                                                   ======================        =====================

          Property of Joint Venture in Which the Partnership has
               a 36% Interest and has Invested in Under an
               Operating Lease:

              Balance, December 31, 1998                                  $      261,013                  $        --
              Depreciation expense (d)                                                --                           --
                                                                   ----------------------        ---------------------

              Balance, December 31, 1999                                         261,013                           --
              Depreciation expense (d)                                                --                           --
                                                                   ----------------------        ---------------------

              Balance, December 31, 2000                                         261,013                           --
              Reclassified from capital lease (j)                                489,757                           --
              Depreciation expense                                                    --                        9,603
                                                                   ----------------------        ---------------------

              Balance, December 31, 2001                                  $      750,770                $       9,603
                                                                   ======================        =====================

</TABLE>


<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

               NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
                            DEPRECIATION - CONTINUED

                                December 31, 2001


<TABLE>
<CAPTION>

 <c>
                                                                                                   Accumulated
                                                                         Cost                     Depreciation
                                                                 ---------------------         --------------------

       Properties of Joint Venture in Which the Partnership
          has a 3.9% Interest and has Invested in Under an
          Operating Lease:

            Balance, December 31, 1998                                  $     484,362                    $      --
            Depreciation expense (d)                                               --                           --
                                                                 ---------------------         --------------------

            Balance, December 31, 1999                                        484,362                           --
            Depreciation expense (d)                                               --                           --
                                                                 ---------------------         --------------------

            Balance, December 31, 2000                                        484,362                           --
            Depreciation expense (d)                                               --                           --
                                                                 ---------------------         --------------------

            Balance, December 31, 2001                                  $     484,362                    $      --
                                                                 =====================         ====================

       Properties of Joint Venture in Which the Partnership
          has a 14.46% Interest and has Invested in Under an
          Operating Lease:

            Balance, December 31, 1998                                  $     889,127                 $    116,948
            Depreciation expense                                                   --                       15,014
                                                                 ---------------------         --------------------

            Balance, December 31, 1999                                        889,127                      131,962
            Depreciation expense                                                   --                       15,015
                                                                 ---------------------         --------------------

            Balance, December 31, 2000                                        889,127                      146,977
            Depreciation expense                                                   --                       15,015
                                                                 ---------------------         --------------------

            Balance, December 31, 2001                                  $     889,127                 $    161,992
                                                                 =====================         ====================

</TABLE>



<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

               NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
                            DEPRECIATION - CONTINUED

                                December 31, 2001


<TABLE>
<CAPTION>

 <c>
                                                                                                  Accumulated
                                                                         Cost                    Depreciation
                                                                 ---------------------         ------------------ ---

       Properties of Joint Venture in Which the Partnership
          has a 64.29% Interest and has Invested in Under an
          Operating Lease:

            Balance, December 31, 1998                                $     1,397,045               $      8,769
            Depreciation expense                                                   --                     29,636
                                                                ----------------------        -------------------

            Balance, December 31, 1999                                      1,397,045                     38,405
            Depreciation expense                                                   --                     29,635
                                                                ----------------------        -------------------

            Balance, December 31, 2000                                      1,397,045                     68,040
            Depreciation expense                                                   --                     29,635
                                                                ----------------------        -------------------

            Balance, December 31, 2001                                $     1,397,045              $      97,675
                                                                ======================        ===================

       Properties in Which the Partnership has an 18% Interest
          as Tenants-in-Common and has Invested in Under an
          Operating Lease:

            Balance, December 31, 1998                                 $      814,970              $      66,274
            Depreciation expense                                                   --                     22,553
                                                                ----------------------        -------------------

            Balance, December 31, 1999                                        814,970                     88,827
            Depreciation expense                                                   --                     22,553
                                                                ----------------------        -------------------

            Balance, December 31, 2000                                        814,970                    111,380
            Depreciation expense                                                   --                     22,553
                                                                ----------------------        -------------------

            Balance, December 31, 2001                                 $      814,970              $     133,933
                                                                ======================        ===================

</TABLE>


<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

               NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
                            DEPRECIATION - CONTINUED

                                December 31, 2001

<TABLE>
<CAPTION>

 <c>
                                                                                                 Accumulated
                                                                       Cost                     Depreciation
                                                               ----------------------        --------------------

      Properties in Which the Partnership has a 23.04%
         Interest as Tenants-in-Common and has Invested in
         Under an Operating Lease:

           Balance, December 31, 1998                                $     2,265,025               $      46,437
           Depreciation expense                                                   --                      46,312
                                                               ----------------------        --------------------

           Balance, December 31, 1999                                      2,265,025                      92,749
           Depreciation expense                                                   --                      46,312
                                                               ----------------------        --------------------

           Balance, December 31, 2000                                      2,265,025                     139,061
           Depreciation expense                                                   --                      46,312
                                                               ----------------------        --------------------

           Balance, December 31, 2001                                $     2,265,025              $      185,373
                                                               ======================        ====================

      Property in Which the Partnership has a 46.20% Interest
         as Tenants-in-Common and has Invested in Under an
         Operating Lease:

           Balance, December 31, 1998                                $     1,503,966               $      26,642
           Depreciation expense                                                   --                      27,503
                                                               ----------------------        --------------------

           Balance, December 31, 1999                                      1,503,966                      54,145
           Depreciation expense                                                   --                      27,503
                                                               ----------------------        --------------------

           Balance, December 31, 2000                                      1,503,966                      81,648
           Depreciation expense                                                   --                      27,503
                                                               ----------------------        --------------------

           Balance, December 31, 2001                                $     1,503,966              $      109,151
                                                               ======================        ====================

</TABLE>


<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

               NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
                            DEPRECIATION - CONTINUED

                                December 31, 2001


<TABLE>
<CAPTION>
<S> <c>
                                                                                                 Accumulated
                                                                       Cost                     Depreciation
                                                               ----------------------        --------------------

      Property of Joint Venture in Which the Partnership has
         a 50% Interest and has Invested in Under an
         Operating Lease:

           Balance, December 31, 1998                                $     1,042,865                $        937
           Reclassified to capital lease (g)                                (603,893 )                      (937 )
           Depreciation expense                                                   --                          --
                                                               ----------------------        --------------------

           Balance, December 31, 1999                                        438,972                          --
           Reclassified from capital lease (i)                               639,141                          --
           Provision for loss                                               (219,053 )                        --
           Depreciation expense                                                   --                      16,220
                                                               ----------------------        --------------------

           Balance, December 31, 2000                                        859,060                      16,220
           Depreciation expense                                                   --                      14,074
                                                               ----------------------        --------------------

           Balance, December 31, 2001                                        859,060                    $ 30,294
                                                               ======================        ====================

      Property in Which the Partnership has a 85% Interest
         as Tenants-in-Common and has Invested in Under an
         Operating Lease:

           Balance, December 31, 1998                                 $      638,026                 $        --
           Depreciation expense                                                   --                          --
                                                               ----------------------        --------------------

           Balance, December 31, 1999                                        638,026                          --
           Depreciation expense (d)                                               --                          --
                                                               ----------------------        --------------------

           Balance, December 31, 2000                                        638,026                          --
           Depreciation expense (d)                                               --                          --
                                                               ----------------------        --------------------

           Balance, December 31, 2001                                 $      638,026                 $        --
                                                               ======================        ====================

</TABLE>


<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

               NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
                            DEPRECIATION - CONTINUED

                                December 31, 2001


<TABLE>
<CAPTION>

 <c>
                                                                                                 Accumulated
                                                                       Cost                     Depreciation
                                                               ----------------------        --------------------

      Property of Joint Venture in Which the Partnership has
         a 80% Interest as Tenants-in-Common and has
         Invested in Under an Operating Lease:

           Balance, December 31, 1998                                    $        --                 $        --
           Acquisition                                                     1,295,316                          --
           Depreciation expense                                                   --                       5,318
                                                               ----------------------        --------------------

           Balance, December 31, 1999                                      1,295,316                       5,318
           Depreciation expense                                                   --                      26,649
                                                               ----------------------        --------------------

           Balance, December 31, 2000                                      1,295,316                      31,967
           Depreciation expense                                                   --                      26,649
                                                               ----------------------        --------------------

           Balance, December 31, 2001                                $     1,295,316               $      58,616
                                                               ======================        ====================

      Property in Which the Partnership has a 60% Interest as
         Tenants-in-Common and has Invested in Under an
         Operating Lease:

           Balance, December 31, 2000                                    $        --                 $        --
           Acquisition                                                     2,280,499                          --
           Depreciation expense                                                   --                      21,859
                                                               ----------------------        --------------------

           Balance, December 31, 2001                                $     2,280,499               $      21,859
                                                               ======================        ====================
</TABLE>



<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

               NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
                            DEPRECIATION - CONTINUED

                                December 31, 2001


<TABLE>
<CAPTION>

 <c>
                                                                                                 Accumulated
                                                                       Cost                     Depreciation
                                                               ----------------------        --------------------

      Property in Which the Partnership has a 74% Interest as
         Tenants-in-Common and has Invested in Under an
         Operating Lease:

           Balance, December 31, 1999                                    $        --                 $        --
           Acquisition                                                     1,503,378                          --
           Depreciation expense                                                   --                      27,948
                                                               ----------------------        --------------------

           Balance, December 31, 2000                                      1,503,378                      27,948
           Depreciation expense                                                   --                      27,948
                                                               ----------------------        --------------------

           Balance, December 31, 2001                                $     1,503,378               $      55,896
                                                               ======================        ====================
</TABLE>


(b)      Depreciation  expense is computed for buildings and improvements  based
         upon estimated lives of 30 years.

(c)      As of December 31, 2001, the aggregate cost of the Properties  owned by
         the  Partnership   and  its   consolidated   joint  venture,   and  the
         unconsolidated  joint ventures  (including  the two Properties  held as
         tenants-in-common)  for federal income tax purposes was $20,649,706 and
         $17,578,300,  respectively.  All of the leases are treated as operating
         leases for federal income tax purposes.

(d)      The portion of the lease  relating to the building has been recorded as
         a direct financing lease. The cost of the building has been included in
         net investment in direct financing leases;  therefore,  depreciation is
         not applicable.

(e)      The  lease  for the land and  building  has been  recorded  as a direct
         financing lease. The cost of the land and building has been included in
         net investment in direct financing leases;  therefore,  depreciation is
         not applicable.

(f)      Certain components of the lease relating to land and building have been
         recorded as a direct  financing lease.  Accordingly,  costs relating to
         these components of this lease are not shown.

(g)      Effective  September 24, 1999,  the lease for this Property was amended
         resulting in the  reclassification of the building portion of the lease
         as a capital lease.

(h)      The undepreciated  cost of the Property in Chester,  Pennsylvania,  was
         written down to net realizable value due to an impairment in value. The
         Partnership  recognized  the  impairment  by recording a provision  for
         write-down  of assets in the amount of $368,430 at December  31,  2000.
         The  impairment  represented  the  difference  between  the  Property's
         carrying value and the estimated net  realizable  value of the Property
         at December 31, 2000. In May 2001, the  Partnership  sold this Property
         to an unrelated third party.


<PAGE>

                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)

               NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
                            DEPRECIATION - CONTINUED

                                December 31, 2001


(i)      During  2000,  the  undepreciated  cost of the  Property in  Melbourne,
         Florida,  was reduced to its estimated net  realizable  value due to an
         impairment in value.  The tenant of this Property  vacated the Property
         and ceased restaurant  operations,  resulting in a reclassification  of
         the building  portion of the lease to an operating  lease. The building
         was  recorded  at net book  value and  depreciated  over its  remaining
         estimated life of approximately 29 years.

(j)      In January 2002,  the tenant of this Property  filed for bankruptcy and
         rejected  the  lease  relating  to  this  Property,  resulting  in  the
         reclassification  of the building  portion of the lease to an operating
         lease,  effective  December 2001. The building was recorded at net book
         value and is being  depreciated  over its remaining  estimated  life of
         approximately 25.5 years.

(k)      During the year ended December 31, 2001, the Partnership purchased land
         and building from CNL Funding 2001-A,  LP., an affiliate of the General
         Partners, for an aggregate cost of $3,063,300.