UNITED
STATES





SECURITIES
AND EXCHANGE COMMISSION





Washington,
D.C. 20549





FORM
10-K





(Mark
One)





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





For the
fiscal year ended March, 31, 2005


For the
fiscal year ended March, 31, 2006


For the
fiscal year ended March, 31, 2007


For the
fiscal year ended March, 31, 2008


For the
fiscal year ended March, 31, 2009


For the
fiscal year ended March, 31, 2010





OR





*      TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
transition period from __________ to __________





Commission
file number:  000-50837





WNC
HOUSING TAX CREDIT FUND VI, L.P., Series 10


(Exact
name of registrant as specified in its charter)





California
            33-0974362(State
      or other jurisdiction of
            (I.R.S.
      Employerincorporation
      or organization)
            Identification
      No.)17782
      Sky Park Circle,
            92614-6404Irvine,
      CA
            (zip
      code)(Address
      of principal executive offices)





(714)
662-5565


(Telephone
Number)





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





NONE





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





UNITS OF
LIMITED PARTNERSHIP INTEREST


(Title of
Class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act


Yes_____
No___X__





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes_____
No___X__





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes_____ No___X__





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


Yes_____
No___X__





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (229.405 of this chapter) 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





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.


Large
accelerated filer___ Accelerated filer___ Non-accelerated filer___X__Smaller
reporting company_____





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


Yes____
No__X__








State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.





INAPPLICABLE





DOCUMENTS
INCORPORATED BY REFERENCE





List
hereunder the following documents if incorporated by reference and the Part of
the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).





NONE





2


PART
I.





Item
1.  Business





Organization





WNC
Housing Tax Credit Fund VI, L.P., Series 10 (the “Partnership”) is a California
Limited Partnership formed under the laws of the State of California on July 17,
2001 and commenced operations on February 28, 2003.  The Partnership
was formed to acquire limited partnership interests in other limited
partnerships ("Local Limited Partnerships") which own multi-family housing
complexes (“Housing Complexes”) that are eligible for Federal low income housing
tax credits (“Low Income Housing Tax Credits”).  The local general
partners (the “Local General Partners”) of each Local Limited Partnership retain
responsibility for maintaining, operating and managing the Housing Complex. Each
Local Limited Partnership is governed by its agreement of limited partnership
(the “Local Limited Partnership Agreement”).





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





Pursuant
to a supplement dated February 28, 2003 to the prospectus of the Partnership
dated November 14, 2001, on March 6, 2003,  the Partnership commenced
a public offering of 25,000 Units of Limited Partnership Interest ("Partnership
Units") at a price of $1,000 per Partnership Unit. As of the close of the public
offering, a total of 13,153 Partnership Units representing $13,119,270, net of
dealer discounts of $31,220 and volume discounts of $2,510, had been
sold.  Holders of Partnership Units are referred to herein as “Limited
Partners”.





The
Partnership shall continue in full force and effect until December 31, 2062
unless terminated prior to that date pursuant to the Partnership Agreement (as
defined below) or law.





Description
of Business





The
Partnership's principal business objective is to provide its Limited Partners
with Low Income Housing Tax Credits.  The Partnership's principal
business therefore consists of investing as a limited partner or non-managing
member in Local Limited Partnerships each of which will own and operate a
Housing Complex which will qualify for the Low Income Housing Tax
Credits.  In general, under Section 42 of the Internal Revenue Code,
an owner of low income housing can receive the Low Income Housing Tax Credits to
be used to reduce Federal taxes otherwise due in each year of a ten-year credit
period. Each Housing Complex is subject to a 15-year compliance period (the
“Compliance Period”), and under state law may have to be maintained as low
income housing for 30 or more years.


3


As a
consequence of the provisions of tax law in effect for dispositions of buildings
prior to August 2008, in order to avoid recapture of Low Income Housing Credits,
the Partnership expected that it would not dispose of its interests in Local
Limited Partnerships (“Local Limited Partnership Interests”) or approve the sale
by any Local Limited Partnership of its Housing Complex prior to the end of the
applicable Compliance Period. That provision of law was amended in 2008
(i) to provide that there would be no recapture on sale of a Low Income
Housing Tax Credit building during the Compliance Period if it were reasonable
to expect at the time of sale that the building would continue to be operated as
qualified low income housing (see “Exit Strategy” below) and (ii) to
eliminate the possibility of posting a bond against potential
recapture.  The Partnership is not seeking to sell its Local Limited
Partnership Interests.  And, because of (i) the nature of the Housing
Complexes and the Local Limited Partnership Interests, (ii) the difficulty of
predicting the resale market for low-income housing, (iii) the current economy,
and (iv) the ability of lenders to disapprove of transfer, it is not possible at
this time to predict when the liquidation of the Partnership's assets and the
disposition of the proceeds, if any, in accordance with the Partnership's
Agreement of Limited Partnership dated July 17, 2001 (the "Partnership
Agreement"), would occur.  Furthermore, the recent codification of the
economic substance doctrine as part of 2010 legislation has created some
uncertainty about the deductibility of losses from low income housing that is
not generating Low Income Housing Tax Credits, and this could have an adverse
effect on the resale market for Housing Complexes and Local Limited Partnership
Interests.  Until a Local Limited Partnership Interest or the related
Housing Complex is sold, it is anticipated that the Local General Partner would
continue to operate such Housing Complex.  Notwithstanding the
preceding, circumstances beyond the control of the General Partner or the Local
General Partners may occur during the ten-year credit delivery period and/or the
Compliance Period, which would require the Partnership to approve the
disposition of a Housing Complex prior to the end thereof, possibly resulting in
recapture of Low Income Housing Tax Credits.





The
Partnership invested in six Local Limited Partnerships, none of which have been
sold or otherwise disposed of as of March 31, 2010, 2009, 2008, 2007, 2006, 2005
and 2004.  Each of these Local Limited Partnerships owns a single
Housing Complex that is eligible for the Low Income Housing Tax
Credits.  Certain Local Limited Partnerships may also benefit from
additional government programs promoting low- or moderate-income
housing.





Exit
Strategy





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





Upon the
sale of a Local Limited Partnership Interest or Housing Complex after the end of
the Compliance Period, there would be no recapture of Low Income Housing Tax
Credits.  A sale prior to the end of the Compliance Period must
satisfy the “reasonable belief” test outlined above to avoid
recapture.





The
following table reflects the end of the ten-year credit delivery period and the
Compliance Period of each Housing Complex:





Local
      Limited Partnership Name
            Expected
      last year of credit delivery
            15-year
      Compliance PeriodCatoosa
      Senior Village, L.P.
            2013
            2017FDI-Green
      Manor 2003, Ltd.
            2014
            2018FDI-Pine
      Meadows 2003, Ltd.
            2014
            2018Humboldt
      Village, L.P.
            2014
            2018Melodie
      Meadows Associates, Ltd.
            2013
            2017Starlight
      Place, L.P.
            2015
            2019





With that
in mind, the General Partner is continuing its review of the Housing
Complexes.  The review considers many factors, including extended use
requirements (such as those due to mortgage restrictions or state compliance
agreements), the condition of the Housing Complexes, and the tax consequences to
the Limited Partners from the sale of the Housing Complexes.


4


Upon
identifying those Housing Complexes with the highest potential for a successful
sale, refinancing or re-syndication, the Partnership expects to proceed with
efforts to liquidate them. The objective is to wind down the Partnership as Low
Income Housing Tax Credits are no longer available.  Local Limited
Partnership Interests may be disposed of any time by the General Partner in its
discretion. While liquidation of the Housing Complexes continues to be
evaluated, the dissolution of the Partnership was not imminent as of March 31,
2010.





The
proceeds from the disposition of any of the Housing Complexes will be used first
to pay debts and other obligations per the respective Local Limited Partnership
Agreement.  Any remaining proceeds will then be paid to the partners
of the Local Limited Partnership, including the Partnership, in accordance with
the terms of the particular Local Limited Partnership Agreement. The sale of a
Housing Complex may be subject to other restrictions and
obligations.  Accordingly, there can be no assurance that a Local
Limited Partnership will be able to sell its Housing Complex.  Even if
it does so, there can be no assurance that any significant amounts of cash will
be distributed to the Partnership, as the proceeds first would be used to pay
Partnership obligations and funding of reserves.





Item
1A.  Risk Factors





Set forth
below are the risks the Partnership believes are the most significant to the
Limited Partners.  The Partnership and the Local Limited Partnerships
operate in a continually changing business environment and, therefore, new risks
emerge from time to time.  This section contains some forward-looking
statements.  For an explanation of the qualifications and limitations
on forward-looking statements, see Item 7.




(a)           Risks
arising from the Internal Revenue Code rules governing Low Income Housing Tax
Credits





Low Income Housing Tax Credits might
not be available.  If a Housing Complex does not satisfy the
requirements of Internal Revenue Code Section 42, then the Housing Complex will
not be eligible for Low Income Housing Tax Credits.





Low Income Housing Tax Credits might
be less than anticipated.  The Local General Partners calculate
the amount of the Low Income Housing Tax Credits.  No opinion of
counsel will cover the calculation of the amount of Low Income Housing Tax
Credits.  The IRS could challenge the amount of the Low Income Housing
Tax Credits claimed for any Housing Complex under any of a number of provisions
set forth in Internal Revenue Code Section 42.  A successful challenge
by the IRS would decrease the amount of the Low Income Housing Tax Credits from
the amount paid for by the Partnership.





Unless a bond is posted or a
Treasury Direct Account is established, Low Income Housing Tax Credits may be
recaptured if Housing Complexes are not owned and operated for 15
years.  Housing Complexes must comply with Internal Revenue
Code Section 42 for the 15-year Compliance Period.  Low Income Housing
Tax Credits will be recaptured with interest to the extent that a Housing
Complex is not rented as low income housing or in some other way does not
satisfy the requirements of Internal Revenue Code Section 42 during the
Compliance Period.  For example, unless a bond is posted or a Treasury
Direct Account is established, recapture with interest would occur
if:





·
            a
      Local Limited Partnership disposed of its interest in a Housing Complex
      during the Compliance Period, or


·
            the
      Partnership disposed of its interest in a Local Limited Partnership during
      the Compliance Period.





For these
purposes, disposition includes transfer by way of foreclosure.





It will
be up to the Partnership to determine whether to post a bond.  There
is no obligation under the agreements with the Local Limited Partnerships that
the Local Limited Partnerships must do so.


5


There can
be no assurance that recapture will not occur.  If it does, recapture
will be a portion of all Low Income Housing Tax Credits taken in prior years for
that Housing Complex, plus interest.  During the first 11 years of the
Compliance Period, non-compliance results in one-third of the Low Income Housing
Tax Credits up to that point for the particular Housing Complex being
recaptured, plus interest.  Between years 12 and 15, the recapture is
phased out ratably.





Sales of Housing Complexes after 15
years are subject to limitations which may impact a Local Limited Partnership’s
ability to sell its Housing Complex.  Each Local Limited
Partnership executes an extended low income housing commitment with the state in
which the Housing Complex is located.  The extended low income housing
commitment states the number of years that the Local Limited Partnership and any
subsequent owners must rent the Housing Complex as low income
housing.  Under Federal law, the commitment must be for at least 30
years.  The commitment, actually agreed to, may be significantly
longer than 30 years.  In prioritizing applicants for Low Income
Housing Tax Credits, most states give additional points for commitment periods
in excess of 30 years.  On any sale of the Housing Complex during the
commitment period, the purchaser would have to agree to continue to rent the
Housing Complex as low income housing for the duration of the commitment
period.  This requirement reduces the potential market, and possibly
the sales price, for the Housing Complexes.  The sale of a Housing
Complex may be subject to other restrictions.  For example, Federal
lenders or subsidizers may have the right to approve or disapprove a purchase of
a Housing Complex.  Accordingly, there can be no assurance that a
Local Limited Partnership will be able to sell its Housing
Complex.  Even if it does so, there can be no assurance that any
amount of cash will be distributed to the Limited Partners.  The
Partnership would first use sale proceeds to pay obligations of the
Partnership.  As a result, a material portion of the Low Income
Housing Tax Credits may represent a return of the money originally invested in
the Partnership.





As part
of the recently enacted health care legislation, Congress has codified the
economic substance doctrine. Because of its recent enactment, the full reach of
this provision is unclear.  Inasmuch as Housing Complexes might offer
no benefit to a purchaser other than tax benefits, it is possible that the
economic substance doctrine could be interpreted to limit deduction of tax
losses from Housing Complexes, which would be expected to have a significant
adverse effect on the sale value of the Housing Complexes and the Local Limited
Partnership Interests.





Limited Partners can only use Low
Income Housing Tax Credits in limited amounts.  The ability of
an individual or other non-corporate Limited Partner to claim Low Income Housing
Tax Credits on his individual tax return is limited. For example, an individual
Limited Partner can use Low Income Housing Tax Credits to reduce his tax
liability on:





·
            an
      unlimited amount of passive income, which is income from entities such as
      the Partnership, and


·
            $25,000
      in income from other sources.





However,
the use of Low Income Housing Tax Credits by an individual against these types
of income is subject to ordering rules, which may further limit the use of Low
Income Housing Tax Credits.  Some corporate Limited Partners are
subject to similar and other limitations. They include corporations which
provide personal services, and corporations which are owned by five or fewer
shareholders.





Any
portion of a Low Income Housing Tax Credit which is allowed to a Limited Partner
under such rules is then aggregated with all of the Limited Partner’s other
business credits.  The aggregate is then subject to the general
limitation on all business credits.  That limitation provides that a
Limited Partner can use business credits to offset the Limited Partner’s annual
tax liability equal to $25,000 plus 75% of the Limited Partner’s tax liability
in excess of $25,000. However, business credits may not be used to offset any
alternative minimum tax.  All of these concepts are extremely
complicated.


6




(b)           Risks
related to investment in Local Limited Partnerships and Housing
Complexes





Because the Partnership has few
investments, each investment will have a great impact on the Partnership’s
results of operations.  Any single Housing Complex experiencing
poor operating performance, impairment of value or recapture of Low Income
Housing Tax Credits will have a significant impact upon the Partnership as a
whole.





The failure to pay mortgage debt
could result in a forced sale of a Housing Complex. Each Local Limited
Partnership leverages the Partnership’s investment therein by incurring mortgage
debt.  A Local Limited Partnership’s revenues could be less than its
debt payments and taxes and other operating costs.  If so, the Local
Limited Partnership would have to use working capital reserves, seek additional
funds, or suffer a forced sale of its Housing Complex, which could include a
foreclosure.  The same results could occur if government subsidies
ceased.  Foreclosure would result in a loss of the Partnership’s
capital invested in the Housing Complex.  Foreclosure could also
result in a recapture of Low Income Housing Tax Credits, and a loss of Low
Income Housing Tax Credits for the year in which the foreclosure occurs. If the
Housing Complex is highly-leveraged, a relatively slight decrease in the rental
revenues could adversely affect the Local Limited Partnership’s ability to pay
its debt service requirements. Mortgage debt may be repayable in a
self-amortizing series of equal installments or with a large balloon final
payment.  Balloon payments maturing prior to the end of the
anticipated holding period for the Housing Complex create the risk of a forced
sale if the debt cannot be refinanced. There can be no assurance that additional
funds will be available to any Local Limited Partnership if needed on acceptable
terms or at all.





The Partnership does not control the
Local Limited Partnerships and must rely on the Local General Partners.
The Local General Partners will make all management decisions for the Local
Limited Partnerships and the Housing Complexes.  The Partnership has
very limited rights with respect to management of the Local Limited
Partnerships. The Partnership will not be able to exercise any control with
respect to Local Limited Partnership business decisions and operations.
Consequently, the success of the Partnership will depend on the abilities of the
Local General Partners.





Housing Complexes subsidized by
other government programs are subject to additional rules which may make it
difficult to operate and sell Housing Complexes.  Some or all
of the Housing Complexes receive or may receive government financing or
operating subsidies in addition to Low Income Housing Tax
Credits.  The following are risks associated with some such subsidy
programs:





·
            Obtaining
      tenants for the Housing Complexes.  Government regulations limit
      the types of people who can rent subsidized housing. These regulations may
      make it more difficult to rent the residential units in the Housing
      Complexes.


·
            Obtaining
      rent increases.  In many cases rents can only be increased with
      the prior approval of the subsidizing
agency.


·
            Limitations
      on cash distributions.  The amount of cash that may be
      distributed to owners of subsidized Housing Complexes is less than the
      amount that could be earned by the owners of non-subsidized Housing
      Complexes.


·
            Limitations
      on sale or refinancing of the Housing Complexes.  A Local
      Limited Partnership may be unable to sell its Housing Complex or to
      refinance its mortgage loan without the prior approval of the lender. The
      lender may withhold such approval in the discretion of the lender.
      Approval may be subject to conditions, including the condition that the
      purchaser continues to operate the property as affordable housing for
      terms which could be as long as 30 years or more. In addition, any
      prepayment of a mortgage may result in the assessment of a prepayment
      penalty.


·
            Limitations
      on transfers of interests in Local Limited Partnerships.  The
      Partnership may be unable to sell its interest in a Local Limited
      Partnership without the prior approval of the lender.  The
      lender may withhold such approval in the discretion of the
      lender.  Approval may be subject to
  conditions.


7





·
            Limitations
      on removal and admission of Local General Partners.  The
      Partnership may be unable to remove a Local General Partner from a Local
      Limited Partnership except for cause, such as the violation of the rules
      of the lender or state allocating authority.  Regulations may
      prohibit the removal of a Local General Partner or permit removal only
      with the prior approval of the lender.  Regulations may also
      require approval of the admission of a successor Local General Partner
      even upon the death or other disability of a Local General
      Partner.


·
            Limitations
      on subsidy payments. Subsidy payments may be fixed in amount and subject
      to annual legislative appropriations. The rental revenues of a Housing
      Complex, when combined with the maximum committed subsidy, may be
      insufficient to meet obligations. Congress or the state legislature, as
      the case may be, may fail to appropriate or increase the necessary
      subsidy.  In those events, the mortgage lender could foreclose
      on the Housing Complex unless a workout arrangement could be
      negotiated.


·
            Possible
      changes in applicable regulations.  Legislation may be enacted
      which adversely revises provisions of outstanding mortgage
      loans.  Such legislation has been enacted in the
      past.


·
            Limited
      Partners may not receive distributions if Housing Complexes are
      sold.  There is no assurance that Limited Partners will receive
      any cash distributions from the sale or refinancing of a Housing
      Complex.  The price at which a Housing Complex is sold may not
      be high enough to pay the mortgage and other expenses at the Local Limited
      Partnership and Partnerships levels which must be paid at such
      time.  If that happens, a Limited Partner’s return would be
      derived only from the Low Income Housing Tax Credits and tax
      losses.





Uninsured casualties could result in
losses and recapture. There are casualties which are either uninsurable
or not economically insurable.  These include earthquakes, floods,
wars and losses relating to hazardous materials or environmental
matters.  If a Housing Complex experienced an uninsured casualty, the
Partnership could lose both its invested capital and anticipated profits in such
property.  Even if the casualty were an insured loss, the Local
Limited Partnership might be unable to rebuild the destroyed
property.  A portion of prior tax credits could be recaptured and
future tax credits could be lost if the Housing Complex were not restored within
a reasonable period of time.  And liability judgments against the
Local Limited Partnership could exceed available insurance proceeds or otherwise
materially and adversely affect the Local Limited Partnership. The cost of
liability and casualty insurance has increased in recent
years.  Casualty insurance has become more difficult to obtain and may
require large deductible amounts.





Housing Complexes without financing
or operating subsidies may be unable to pay operating expenses. If a
Local Limited Partnership were unable to pay operating expenses, one result
could be a forced sale of its Housing Complex.  If a forced sale
occurs during the Compliance Period of a Housing Complex, a partial recapture of
Low Income Housing Tax Credits could occur. In this regard, some of the Local
Limited Partnerships may own Housing Complexes which have no subsidies other
than Low Income Housing Tax Credits.  Those Housing Complexes do not
have the benefit of below-market-interest-rate financing or operating subsidies
which often are important to the feasibility of low income
housing.  Those Housing Complexes rely solely on rents to pay
expenses. However, in order for any Housing Complex to be eligible for Low
Income Housing Tax Credits, it must restrict the rent which may be charged to
tenants.  Over time, the expenses of a Housing Complex will
increase.  If a Local Limited Partnership cannot increase its rents,
it may be unable to pay increased operating expenses.





The Partnership’s investment
protection policies will be worthless if the net worth of the Local General
Partners is not sufficient to satisfy their obligations.  There
is a risk that the Local General Partners will be unable to perform their
financial obligations to the Partnership.  The General Partner has not
established a minimum net worth requirement for the Local General
Partners.  Rather, each Local General Partner demonstrates a net worth
which the General Partner believes is appropriate under the circumstances. The
assets of the Local General Partners are likely to consist primarily of real
estate holdings and similar assets. The fair market value of these types of
assets is difficult to estimate. These types of assets cannot be readily
liquidated to satisfy the financial guarantees and commitments which the Local
General Partners make to the Partnership.  Moreover, other creditors
may have claims on these assets. No escrow accounts or other security
arrangements will be established to ensure performance of a Local General
Partner’s obligations. The cost to enforce a Local General Partner’s obligations
may be high. If a Local General Partner does not satisfy its obligations the
Partnership may have no remedy, or the remedy may be limited to removing the
Local General Partner as general partner of the Local Limited
Partnership.


8




Fluctuating economic conditions can
reduce the value of real estate. The Partnership’s principal business
objective is providing its Limited Partners with Low Income Housing Tax Credits,
not the generation of gains from the appreciation of real estate held by the
Local Limited Partnerships.    In its financial statements,
the Partnership has carried its investments in Local Limited Partnerships at
values equal to or less than the sum of the total amount of the remaining future
Low Income Housing Tax Credits estimated to be allocated to the Partnership and
the estimated residual value to the Partnership of its interests in the Local
Limited Partnerships.





Any
investment in real estate is subject to risks from fluctuating economic
conditions. These conditions can adversely affect the ability to realize a
profit or even to recover invested capital. Among these conditions
are:





·
            the
      general and local job market,


·
            the
      availability and cost of mortgage
financing,


·
            monetary
      inflation,


·
            tax,
      environmental, land use and zoning
policies,


·
            the
      supply of and demand for similar
properties,


·
            neighborhood
      conditions,


·
            the
      availability and cost of utilities and
water.





For each
of the years ended March 31, 2010, 2009, 2008, 2007, 2006, 2005 and 2004, a loss
in value of an investment in a Local Limited Partnership, other than a temporary
decline, is recorded by the Partnership in its financial statements as an
impairment loss. Impairment is measured by comparing the Partnership’s carrying
amount in the investment to the sum of the total amount of the remaining future
Low Income Housing Tax Credits estimated to be allocated to the Partnership and
the estimated residual value to the Partnership. For the years ended March 31,
2010, 2009, 2008, 2007, 2006, 2005 and 2004, impairment loss related to
investments in Local Limited Partnerships was $919,953, $1,519,347, $372,414,
$278,095, $0, $0 and $0, respectively.





(c)           Tax
risks other than those relating to tax credits





In
addition to the risks pertaining specifically to Low Income Housing Tax Credits,
there are other Federal income tax risks.  Additional Federal income
tax risks associated with the ownership of Partnership Units and the operations
of the Partnership and the Local Limited Partnerships include, but are not
limited to, the following:





No opinion of counsel as to certain
matters.  No legal opinion is obtained regarding
matters:





·
            the
      determination of which depends on future factual
      circumstances,


·
            which
      are peculiar to individual Limited Partners,
or


·
            which
      are not customarily the subject of an
opinion.





The more
significant of these matters include:





·
            allocating
      purchase price among components of a property, particularly as between
      buildings and fixtures, the cost of which is depreciable, and the
      underlying land, the cost of which is not
  depreciable,


·
            characterizing
      expenses and payments made to or by the Partnership or a Local Limited
      Partnership,


·
            identifying
      the portion of the costs of any Housing Complex which qualify for historic
      and other tax credits,


·
            applying
      to any specific Limited Partner the limitation on the use of tax credits
      and tax losses.  Limited Partners must determine for themselves
      the extent to which they can use tax credits and tax losses,
      and


·
            the
      application of the alternative minimum tax to any specific Limited
      Partner, or the calculation of the alternative minimum tax by any Limited
      Partner.  The alternative minimum tax could reduce the tax
      benefits from an investment in the
Partnership.


9




There can
be no assurance, therefore, that the IRS will not challenge some of the tax
positions adopted by the Partnership.  The courts could sustain an IRS
challenge.  An IRS challenge, if successful, could have a detrimental
effect on the Partnership’s ability to realize its investment
objectives.





Passive activity rules will limit
deduction of the Partnership’s losses and impose tax on interest income.  The Internal Revenue Code imposes limits on the ability of
most investors to claim losses from investments in real estate.  An
individual may claim these so-called passive losses only as an offset to income
from investments in real estate or rental activities.  An individual
may not claim passive losses as an offset against other types of income, such as
salaries, wages, dividends and interest.  These passive activity rules
will restrict the ability of most Limited Partners to use losses from the
Partnership as an offset of non-passive income.





The Partnership may earn interest
income on its reserves and loans.  The passive activity rules
generally will categorize interest as portfolio income, and not passive income.
Passive losses cannot be used as an offset to portfolio
income.  Consequently, a Limited Partner could pay tax liability on
portfolio income from the Partnership.





At risk rules might limit deduction
of the Partnership’s losses.  If a significant portion of the
financing used to purchase Housing Complexes does not consist of qualified
nonrecourse financing, the “at risk” rules will limit a Limited Partner’s
ability to claim Partnership losses to the amount the Limited Partner invests in
the Partnership.  The “at risk” rules of the Internal Revenue Code
generally limit a Limited Partner’s ability to deduct Partnership losses to the
sum of:





·
            the
      amount of cash the Limited Partner invests in the Partnership,
      and


·
            the
      Limited Partner’s share of Partnership qualified nonrecourse
      financing.





Qualified
nonrecourse financing is non-convertible, nonrecourse debt which is borrowed
from a government, or with exceptions, any person actively and regularly engaged
in the business of lending money.





Tax liability on sale of a Housing
Complex or Local Limited Partnership Interest may exceed the cash available from
the sale.  When a Local Limited Partnership sells a Housing
Complex it will recognize gain. Such gain is equal to the difference
between:





·
            the
      sales proceeds plus the amount of indebtedness secured by the Housing
      Complex, and


·
            the
      adjusted basis for the Housing Complex. The adjusted basis for a Housing
      Complex is its original cost, plus capital expenditures, minus
      depreciation.





Similarly,
when the Partnership sells an interest in a Local Limited Partnership the
Partnership will recognize gain. Such gain is equal to the difference
between:





·
            the
      sales proceeds plus the Partnership’s share of the amount of indebtedness
      secured by the Housing Complex, and


·
            the
      adjusted basis for the interest.  The adjusted basis for an
      interest in a Local Limited Partnership is the amount paid for the
      interest, plus income allocations and cash distributions, less loss
      allocations.





Accordingly,
gain will be increased by the depreciation deductions taken during the holding
period for the Housing Complex.  In some cases, a Limited Partner
could have a tax liability from a sale greater than the cash distributed to the
Limited Partner from the sale.





IRS could audit the returns of the
Partnership, the Local Limited Partnerships or the Limited Partners. The
IRS can audit the Partnership or a Local Limited Partnership at the entity level
with regard to issues affecting the entity.  The IRS does not have to
audit each Limited Partner in order to challenge a position taken by the
Partnership or a Local Limited Partnership.  Similarly, only one
judicial proceeding can be filed to contest an IRS determination.  A
contest by the Partnership of any IRS determination might result in high legal
fees.  10


An audit of the Partnership or a
Local Limited Partnership also could result in an audit of a Limited
Partner.  An audit of a Limited Partner’s tax returns could
result in adjustments both to items that are related to the Partnership and to
unrelated items.  The Limited Partner could then be required to file
amended tax returns and pay additional tax plus interest and
penalties.





A successful IRS challenge to tax
allocations of the Partnership or a Local Limited Partnership would reduce the
tax benefits of an investment in the Partnership.Under the
Internal Revenue Code, a partnership’s allocation of income, gains, deductions,
losses and tax credits must have substantial economic
effect.  Substantial economic effect is a highly-technical
concept.  The fundamental principle is two-fold.  If a
partner will benefit economically from an item of partnership income or gain,
that item must be allocated to him so that he bears the correlative tax
burden.  Conversely, if a partner will suffer economically from an
item of partnership deduction or loss, that item must be allocated to him so
that he bears the correlative tax benefit.  If a partnership’s
allocations do not have substantial economic effect, then the partnership’s tax
items are allocated in accordance with each partner’s interest in the
partnership. The IRS might challenge the allocations made by the
Partnership:





·
            between
      the Limited Partners and the General
Partner,


·
            among
      the Limited Partners, or


·
            between
      the Partnership and a Local General
Partner.





If any
allocations were successfully challenged, a greater share of the income or gain
or a lesser share of the losses or tax credits might be allocated to the Limited
Partners.  This would increase the tax liability or reduce the tax
benefits to the Limited Partners.





Tax liabilities could arise in later
years of the Partnership.  After a period of years following
commencement of operations by a Local Limited Partnership, the Local Limited
Partnership may generate profits rather than losses.  A Limited
Partner would have tax liability on his share of such profits unless he could
offset the income with:





·
            unused
      passive losses from the Partnership or other investments,
    or


·
            current
      passive losses from other
investments.





In such
circumstances, the Limited Partner would not receive a cash distribution from
the Partnership with which to pay any tax liability.





IRS challenge to tax treatment of
expenditures could reduce losses. The IRS may contend that fees and
payments of the Partnership or a Local Limited Partnership:





·
            should
      be deductible over a longer period of time or in a later
    year,


·
            are
      excessive and may not be capitalized or deducted in
  full,


·
            should
      be capitalized and not deducted, or


·
            may
      not be included as part of the basis for computing tax
      credits.





Any such
contention by the IRS could adversely impact, among other things:





·
            the
      eligible basis of a Housing Complex used to compute Low Income Housing Tax
      Credits,


·
            the
      adjusted basis of a Housing Complex used to compute
      depreciation,


·
            the
      correct deduction of fees,


·
            the
      amortization of organization and offering expenses and start-up
      expenditures.





If the
IRS were successful in any such contention, the anticipated Low Income Housing
Tax Credits and losses of the Partnership would be reduced, perhaps
substantially.


11




Changes in tax law might reduce the
value of Low Income Housing Tax Credits. Although all Low Income Housing
Tax Credits are allocated to a Housing Complex at commencement of the 10-year
credit period, there can be no assurance that future legislation may not
adversely affect an investment in the Partnership. For example, legislation
could reduce or eliminate the value of Low Income Housing Tax
Credits.  In this regard, before 1986, the principal tax benefit of an
investment in low income housing was tax losses.  These tax losses
generally were used to reduce an investor’s income from all sources on a
dollar-for-dollar basis.  Investments in low income housing were made
in reliance on the availability of such tax benefits.  However, tax
legislation enacted in 1986 severely curtailed deduction of such
losses.





New administrative or judicial
interpretations of the law might reduce the value of Low Income Housing Tax
Credits.  Many of the provisions of the Internal Revenue Code
related to low income housing and real estate investments have not been
interpreted by the IRS in regulations, rulings or public announcements, or by
the courts.  In the future, these provisions may be interpreted or
clarified by the IRS or the courts in a manner adverse to the Partnership or the
Local Limited Partnerships.  The IRS constantly reviews the Federal
tax rules, and can revise its interpretations of established
concepts.  Any such revisions could reduce or eliminate tax benefits
associated with an investment in the Partnership.





State income tax laws may adversely
affect the Limited Partners.  A Limited Partner may be required
to file income tax returns and be subject to tax and withholding in each state
or local taxing jurisdiction in which: a Housing Complex is located, the
Partnership or a Local Limited Partnership engages in business activities, or
the Limited Partner is a resident.  Corporate Limited Partners may be
required to pay state franchise taxes.





The tax treatment of particular
items under state or local income tax laws may vary materially from the Federal
income tax treatment of such items.  Nonetheless, many of the
Federal income tax risks associated with an investment in the Partnership may
also apply under state or local income tax law.  The Partnership may
be required to withhold state taxes from distributions or income allocations to
Limited Partners in some instances.





(d)           Risks
related to the Partnership and the Partnership Agreement





The Partnership may be unable to
timely provide financial reports to the Limited Partners which would adversely
affect their ability to monitor Partnership
operations.Historically, the Partnership has been unable to
timely file and provide investors with all of its required periodic
reports.  In some instances, the delay has been substantial. Each Local General
Partner is required to retain independent public accountants and to report
financial information to the Partnership in a timely manner.  There
cannot be any assurance that the Local General Partners will satisfy these
obligations.  If not, the Partnership would be unable to provide to
the Limited Partners in a timely manner its financial statements and other
reports.  That would impact the Limited Partners’ ability to monitor
Partnership operations.  The Partnership’s failure to meet its filing
requirements under the Securities Exchange Act of 1934 could reduce the
liquidity for the Partnership Units due to the unavailability of public
information concerning the Partnership.  The failure to file could
also result in sanctions imposed by the SEC.  Any defense mounted by
the Partnership in the face of such sanctions could entail legal and other fees,
which would diminish cash reserves.





Lack of liquidity of
investment.  There is no public market for the purchase and
sale of Partnership Units, and it is unlikely that one will
develop.  Accordingly, Limited Partners may not be able to sell their
Partnership Units promptly or at a reasonable price.  Partnership
Units should be considered as a long-term investment because the Partnership is
unlikely to sell any Local Limited Partnership Interests for at least 15
years.  Partnership Units cannot be transferred to tax-exempt or
foreign entities, or through a secondary market.  The General Partner
can deny effectiveness of a transfer if necessary to avoid adverse tax
consequences from the transfer.  The General Partner does not
anticipate that any Partnership Units will be redeemed by the
Partnership.


12




The Limited Partners will not
control the Partnership and must rely totally on the General
Partner.  The General Partner will make all management
decisions for the Partnership.  Management decisions include
exercising powers granted to the Partnership by a Local Limited
Partnership.  Limited Partners have no right or power to take part in
Partnership management.





Individual
Limited Partners will have no recourse if they disagree with actions authorized
by a vote of the majority.  The Partnership Agreement grants to
Limited Partners owning more than 50% of the Partnership Units the right
to:





·
            remove
      the General Partner and elect a replacement general
    partner,


·
            amend
      the Partnership Agreement,


·
            terminate
      the Partnership.





Accordingly,
a majority-in-interest of the Limited Partners could cause any such events to
occur, even if Limited Partners owning 49% of the Partnership Units opposed such
action.





Limitations on liability of the
General Partner to the Partnership.  The ability of Limited
Partners to sue the General Partner and it affiliates is subject to
limitations.  The Partnership Agreement limits the liability of the
General Partner and it affiliates to the Limited Partners.  The
General Partner and it affiliates will not be liable to the Limited Partners for
acts and omissions: performed or omitted in good faith, and performed or omitted
in a manner which the General Partner reasonably believed to be within the scope
of its authority and in the best interest of the Limited Partners, provided such
conduct did not constitute negligence or misconduct.





Therefore,
Limited Partners may be less able to sue the General Partner and it affiliates
than would be the case if such provisions were not included in the Partnership
Agreement.





Associates and its affiliates are
serving as the general partners of many other
partnerships.  Depending on their corporate area of
responsibility, the officers of Associates initially devote approximately 5% to
50% of their time to the Partnership.  These individuals spend
significantly less time devoted to the Partnership after the investment of the
Partnership’s capital in Local Limited Partnerships.





The interests of Limited Partners
may conflict with the interests of the General Partner and it
affiliates.  The General Partner and it affiliates are
committed to the management of more than 100 other limited partnerships that
have investments similar to those of the Partnership.  The General
Partner and it affiliates receive substantial compensation from the Partnership.
The General Partner decides how the Partnership’s investments in Housing
Complexes are managed, and when the investments will be sold. The General
Partner may face a conflict in these circumstances because the General Partner’s
share of fees and cash distributions from the transaction may be more or less
than their expected share of fees if a Housing Complex was not sold. The result
of these conflicts could be that the General Partner may make investments which
are less desirable, or on terms which are less favorable, to the Partnership
than might otherwise be the case. The Partnership has not developed any formal
process for resolving conflicts of interest. However, the General Partner is
subject to a fiduciary duty to exercise good faith and integrity in handling the
affairs of the Partnership, and that duty will govern its actions in all such
matters. Furthermore, the manner in which the Partnership can operate and sell
investments is subject to substantial restrictions as outlined in the
Partnership Agreement.  13


The
Partnership’s accrued payables consist primarily of the asset management fees
payable to the General Partner.  These accrued payables increased by
$82,000, $72,000, $74,000, $81,000, $73,000, $62,000 and $27,000 for the years
ended March 31, 2010, 2009, 2008, 2007, 2006, 2005 and 2004,
respectively.  The Partnership’s future contractual cash obligations
consist of its obligations to pay future annual asset management fees and the
payables due to the Local Limited Partnerships.  The future annual
asset management fees will equal approximately $92,000 per year through the
termination of the Partnership, which must occur no later than December 31,
2062.  Though the amounts payable to the General Partner and/or its
affiliates are contractually  currently payable,  the
Partnership  anticipates that the General Partner and/or its
affiliates will not require the payment of these
contractual  obligations until capital reserves are in excess of the
aggregate of the
existing  contractual  obligations  and
anticipated future foreseeable  obligations of the
Partnership.  The Partnership would be adversely affected should the
General Partner and/or its affiliates demand current payment of the existing
contractual obligations and or suspend services for this or any other
reason.





Item
1B.  Unresolved Staff Comments





Not
Applicable





Item
2. Properties





Through
its investments in Local Limited Partnerships, the Partnership holds indirect
ownership interests in the Housing Complexes.  The following table
reflects the status of the six Housing Complexes as of the dates or for the
periods indicated:


14




As
      of March 31, 2010
            
            As
      of December 31, 2009Local
      Limited
              Partnership
      Name
            Location
            General
      Partner Name
            Partnership’s
      Total Investment in Local Limited Partnership
            Amount
      of Investment Paid to Date
            
            Number
      of Units
            Estimated
      Aggregate
              Low
      Income Housing Tax Credits (1)
            Mortgage
      Balances of Local Limited PartnershipCatoosa
      Senior Village, L.P.
            Calhoun,
      Georgia
            BC
      Holdings, LLC
            $
      1,997,000
            $
      1,997,000
            
            60
            $  2,663,000
            $
      2,281,000FDI-Green
      Manor 2003, Ltd.
            Hempstead,
      Texas
            Fieser
      Holding, Inc.
            617,000
            613,000
            
            40
            839,000
            1,118,000FDI-Pine
      Meadows 2003, Ltd.
            Prairie
      View, Texas
            Fieser
      Holdings, Inc.
            668,000
            668,000
            
            59
            906,000
            1,045,000Humboldt
      Village, L.P.
            Winnemucca,
      Nevada
            Humboldt
      Village, LLC
            1,713,000
            1,713,000
            
            66
            2,351,000
            2,311,000Melodie
      Meadows Associates, Ltd.
            Glencoe,
      Alabama
            Eagle
      Creek Partners
            1,569,000
            1,569,000
            
            40
            2,135,000
            1,215,000Starlight
      Place, L.P.
            Americus,
      Georgia
            BC
      Holdings, LLC
            3,258,000
            3,258,000
            
            52
            4,402,000
            369,000$ 9,822,000
            $ 9,818,000
            
            317
            $  13,296,000
            $
8,339,000





(1)
            Represents
      aggregate anticipated Low Income Housing Tax Credits to be received over
      the 10 year credit period if Housing Complexes are retained and rented in
      compliance with credit rules for the 15-year Compliance Period.Approximately 56%
      of the anticipated Low Income Housing Tax Credits have been received from
      the Local Limited Partnerships and are no longer available to the
      Partnership’s Limited Partners.





15


For
      the Year Ended December 31, 2009Local
      Limited Partnership Name
            Rental
      Income
            
            Net
      Loss
            Low
      Income Housing Tax Credits Allocated to PartnershipCatoosa
      Senior Village, L.P.
            $
      271,000
            
            $
      (101,000)
            99.97%FDI-Green
      Manor 2003, Ltd
            146,000
            
            (44,000)
            99.98%FDI-Pine
      Meadows 2003, Ltd.
            266,000
            
            (1,000)
            99.98%Humboldt
      Village, L.P.
            349,000
            
            (81,000)
            92.06%Melodie
      Meadows Associates, Ltd.
            140,000
            
            (62,000)
            99.98%Starlight
      Place, L.P.
            249,000
            
            (106,000)
            99.97%$1,421,000
            
            $ (395,000)


16


As
      of March 31, 2009
            
            As
      of December 31, 2008Local
      Limited
              Partnership
      Name
            Location
            General
      Partner Name
            Partnership’s
      Total Investment in Local Limited Partnership
            Amount
      of Investment Paid to Date
            
            Number
      of Units
            Estimated
      Aggregate
              Low
      Income Housing Tax Credits (1)
            Mortgage
      Balances of Local Limited PartnershipCatoosa
      Senior Village, L.P.
            Calhoun,
      Georgia
            BC
      Holdings, LLC
            $
      1,997,000
            $
      1,997,000
            
            60
            $  2,663,000
            $
      2,297,000FDI-Green
      Manor 2003, Ltd.
            Hempstead,
      Texas
            Fieser
      Holding, Inc.
            617,000
            613,000
            
            40
            839,000
            1,132,000FDI-Pine
      Meadows 2003, Ltd.
            Prairie
      View, Texas
            Fieser
      Holdings, Inc.
            668,000
            668,000
            
            59
            906,000
            1,061,000Humboldt
      Village, L.P.
            Winnemucca,
      Nevada
            Humboldt
      Village, LLC
            1,713,000
            1,713,000
            
            66
            2,351,000
            2,332,000Melodie
      Meadows Associates, Ltd.
            Glencoe,
      Alabama
            Eagle
      Creek Partners
            1,569,000
            1,569,000
            
            40
            2,135,000
            1,216,000Starlight
      Place, L.P.
            Americus,
      Georgia
            BC
      Holdings, LLC
            3,258,000
            3,258,000
            
            52
            4,402,000
            371,000$ 9,822,000
            $ 9,818,000
            
            317
            $  13,296,000
            $8,409,000








(1)
            Represents
      aggregate anticipated Low Income Housing Tax Credits to be received over
      the 10 year credit period if Housing Complexes are retained and rented in
      compliance with credit rules for the 15-year Compliance Period.Approximately 46%
      of the anticipated Low Income Housing Tax Credits have been received from
      the Local Limited Partnerships and are no longer available to the
      Partnership’s Limited Partners.





17




For
      the Year Ended December 31, 2008Local
      Limited Partnership Name
            Rental
      Income
            
            Net
      Loss
            Low
      Income Housing Tax Credits Allocated to PartnershipCatoosa
      Senior Village, L.P.
            $
      250,000
            
            $
      (119,000)
            99,97%FDI-Green
      Manor 2003, Ltd
            161,000
            
            (52,000)
            99.98%FDI-Pine
      Meadows 2003, Ltd.
            238,000
            
            (17,000)
            99.98%Humboldt
      Village, L.P.
            362,000
            
            (67,000)
            92.06%Melodie
      Meadows Associates, Ltd.
            135,000
            
            (62,000)
            99.98%Starlight
      Place, L.P.
            236,000
            
            (106,000)
            99.97%$ 1,382,000
            
            $ (423,000)


18


As
      of March 31, 2008
            
            As
      of December 31, 2007Local
      Limited
              Partnership
      Name
            Location
            General
      Partner Name
            Partnership’s
      Total Investment in Local Limited Partnership
            Amount
      of Investment Paid to Date
            
            Number
      of Units
            Estimated
      Aggregate
              Low
      Income Housing Tax Credits (1)
            Mortgage
      Balances of Local Limited PartnershipCatoosa
      Senior Village, L.P.
            Calhoun,
      Georgia
            BC
      Holdings, LLC
            $
      1,997,000
            $
      1,997,000
            
            60
            $  2,663,000
            $
      2,313,000FDI-Green
      Manor 2003, Ltd.
            Hempstead,
      Texas
            Fieser
      Holding, Inc.
            617,000
            613,000
            
            40
            839,000
            1,145,000FDI-Pine
      Meadows 2003, Ltd.
            Prairie
      View, Texas
            Fieser
      Holdings, Inc.
            668,000
            668,000
            
            59
            906,000
            1,075,000Humboldt
      Village, L.P.
            Winnemucca,
      Nevada
            Humboldt
      Village, LLC
            1,713,000
            1,713,000
            
            66
            2,351,000
            2,353,000Melodie
      Meadows Associates, Ltd.
            Glencoe,
      Alabama
            Eagle
      Creek Partners
            1,569,000
            1,569,000
            
            40
            2,135,000
            1,223,000Starlight
      Place, L.P.
            Americus,
      Georgia
            BC
      Holdings, LLC
            3,258,000
            3,258,000
            
            52
            4,402,000
            372,000$ 9,822,000
            $ 9,818,000
            
            317
            $  13,296,000
            $
8,481,000





(1)
            Represents
      aggregate anticipated Low Income Housing Tax Credits to be received over
      the 10 year credit period if Housing Complexes are retained and rented in
      compliance with credit rules for the 15-year Compliance Period.Approximately 36%
      of the anticipated Low Income Housing Tax Credits have been received from
      the Local Limited Partnerships and are no longer available to the
      Partnership’s Limited Partners.





19


For
      the Year Ended December 31, 2007Local
      Limited Partnership Name
            Rental
      Income
            
            Net
      Income (Loss)
            Low
      Income Housing Tax Credits Allocated to PartnershipCatoosa
      Senior Village, L.P.
            $
      241,000
            
            $
      (103,000)
            99.97%FDI-Green
      Manor 2003, Ltd
            137,000
            
            (41,000)
            99.98%FDI-Pine
      Meadows 2003, Ltd.
            258,000
            
            12,000
            99.98%Humboldt
      Village, L.P.
            360,000
            
            (53,000)
            92.06%Melodie
      Meadows Associates, Ltd.
            127,000
            
            (78,000)
            99.98%Starlight
      Place, L.P.
            230,000
            
            (63,000)
            99.97%$1,353,000
            
            $(326,000)


20


As
      of March 31, 2007
            
            As
      of December 31, 2006Local
      Limited
              Partnership
      Name
            Location
            General
      Partner Name
            Partnership’s
      Total Investment in Local Limited Partnership
            Amount
      of Investment Paid to Date
            
            Number
      of Units
            Estimated
      Aggregate
              Low
      Income Housing Tax Credits (1)
            Mortgage
      Balances of Local Limited PartnershipCatoosa
      Senior Village, L.P.
            Calhoun,
      Georgia
            BC
      Holdings, LLC
            $
      1,997,000
            $
      1,997,000
            
            60
            $  2,663,000
            $
      2,331,000FDI-Green
      Manor 2003, Ltd.
            Hempstead,
      Texas
            Fieser
      Holding, Inc.
            617,000
            613,000
            
            40
            839,000
            1,158,000FDI-Pine
      Meadows 2003, Ltd.
            Prairie
      View, Texas
            Fieser
      Holdings, Inc.
            668,000
            668,000
            
            59
            906,000
            1,089,000Humboldt
      Village, L.P.
            Winnemucca,
      Nevada
            Humboldt
      Village, LLC
            1,713,000
            1,713,000
            
            66
            2,351,000
            2,376,000Melodie
      Meadows Associates, Ltd.
            Glencoe,
      Alabama
            Eagle
      Creek Partners
            1,569,000
            1,569,000
            
            40
            2,135,000
            1,227,000Starlight
      Place, L.P.
            Americus,
      Georgia
            BC
      Holdings, LLC
            3,258,000
            3,258,000
            
            52
            4,402,000
            374,000$ 9,822,000
            $ 9,818,000
            
            317
            $  13,296,000
            $
8,555,000





(1)
            Represents
      aggregate anticipated Low Income Housing Tax Credits to be received over
      the 10 year credit period if Housing Complexes are retained and rented in
      compliance with credit rules for the 15-year Compliance Period.Approximately 26%
      of the anticipated Low Income Housing Tax Credits have been received from
      the Local Limited Partnerships and are no longer available to the
      Partnership’s Limited Partners.





21




For
      the Year Ended December 31, 2006Local
      Limited Partnership Name
            Rental
      Income
            
            Net
      Income (Loss)
            Low
      Income Housing Tax Credits Allocated to PartnershipCatoosa
      Senior Village, L.P.
            $
      233,000
            
            $
      (127,000)
            99.97%FDI-Green
      Manor 2003, Ltd
            153,000
            
            (12,000)
            99.98%FDI-Pine
      Meadows 2003, Ltd.
            252,000
            
            25,000
            99.98%Humboldt
      Village, L.P.
            402,000
            
            (9,000)
            92.06%Melodie
      Meadows Associates, Ltd.
            122,000
            
            (74,000)
            99.98%Starlight
      Place, L.P.
            217,000
            
            (133,000)
            99.97%$ 1,379,000
            
            $ (330,000)





22


As
      of March 31, 2006
            
            As
      of December 31, 2005Local
      Limited
              Partnership
      Name
            Location
            General
      Partner Name
            Partnership’s
      Total Investment in Local Limited Partnership
            Amount
      of Investment Paid to Date
            
            Number
      of Units
            Estimated
      Aggregate
              Low
      Income Housing Tax Credits (1)
            Mortgage
      Balances of Local Limited PartnershipCatoosa
      Senior Village, L.P.
            Calhoun,
      Georgia
            BC
      Holdings, LLC
            $
      1,997,000
            $
      1,997,000
            
            60
            $  2,663,000
            $
      2,349,000FDI-Green
      Manor 2003, Ltd.
            Hempstead,
      Texas
            Fieser
      Holding, Inc.
            617,000
            534,000
            
            40
            839,000
            1,169,000FDI-Pine
      Meadows 2003, Ltd.
            Prairie
      View, Texas
            Fieser
      Holdings, Inc.
            668,000
            668,000
            
            59
            906,000
            1,101,000Humboldt
      Village, L.P.
            Winnemucca,
      Nevada
            Humboldt
      Village, LLC
            1,713,000
            1,713,000
            
            66
            2,351,000
            2,396,000Melodie
      Meadows Associates, Ltd.
            Glencoe,
      Alabama
            Eagle
      Creek Partners
            1,569,000
            1,569,000
            
            40
            2,135,000
            1,231,000Starlight
      Place, L.P.
            Americus,
      Georgia
            BC
      Holdings, LLC
            3,258,000
            3,258,000
            
            52
            4,402,000
            375,000$ 9,822,000
            $ 9,739,000
            
            317
            $  13,296,000
            $
8,621,000





(1)
            Represents
      aggregate anticipated Low Income Housing Tax Credits to be received over
      the 10 year credit period if Housing Complexes are retained and rented in
      compliance with credit rules for the 15-year Compliance Period.Approximately 16%
      of the anticipated Low Income Housing Tax Credits have been received from
      the Local Limited Partnerships and are no longer available to the
      Partnership’s Limited Partners.


23




For
      the Year Ended December 31, 2005Local
      Limited Partnership Name
            Rental
      Income
            
            Net
      Income (Loss)
            Low
      Income Housing Tax Credits Allocated to PartnershipCatoosa
      Senior Village, L.P.
            $
      218,000
            
            $
      (121,000)
            99.97%FDI-Green
      Manor 2003, Ltd
            147,000
            
            (49,000)
            99.98%FDI-Pine
      Meadows 2003, Ltd.
            247,000
            
            (29,000)
            99.98%Humboldt
      Village, L.P.
            409,000
            
            12,000
            92.06%Melodie
      Meadows Associates, Ltd.
            121,000
            
            (74,000)
            99.98%Starlight
      Place, L.P.
            106,000
            
            (94,000)
            99.97%$ 1,248,000
            
            $ (355,000)


24


As
      of March 31, 2005
            
            As
      of December 31, 2004Local
      Limited
              Partnership
      Name
            Location
            General
      Partner Name
            Partnership’s
      Total Investment in Local Limited Partnership
            Amount
      of Investment Paid to Date
            
            Number
      of Units
            Estimated
      Aggregate
              Low
      Income Housing Tax Credits (1)
            Mortgage
      Balances of Local Limited PartnershipCatoosa
      Senior Village, L.P.
            Calhoun,
      Georgia
            BC
      Holdings, LLC
            $
      1,997,000
            $
      1,997,000
            
            60
            $  2,663,000
            $
      2,366,000FDI-Green
      Manor 2003, Ltd.
            Hempstead,
      Texas
            Fieser
      Holding, Inc.
            617,000
            408,000
            
            40
            839,000
            1,179,000FDI-Pine
      Meadows 2003, Ltd.
            Prairie
      View, Texas
            Fieser
      Holdings, Inc.
            687,000
            567,000
            
            59
            906,000
            1,112,000Humboldt
      Village, L.P.
            Winnemucca,
      Nevada
            Humboldt
      Village, LLC
            1,739,000
            1,579,000
            
            66
            2,351,000
            2,414,000Melodie
      Meadows Associates, Ltd.
            Glencoe,
      Alabama
            Eagle
      Creek Partners
            1,569,000
            1,569,000
            
            40
            2,135,000
            1,244,000Starlight
      Place, L.P.
            Americus,
      Georgia
            BC
      Holdings, LLC
            3,258,000
            3,114,000
            
            52
            4,402,000
            -$ 9,867,000
            $ 9,234,000
            
            317
            $  13,296,000
            $
8,315,000





(1)
            Represents
      aggregate anticipated Low Income Housing Tax Credits to be received over
      the 10 year credit period if Housing Complexes are retained and rented in
      compliance with credit rules for the 15-year Compliance Period.Approximately 7%
      of the anticipated Low Income Housing Tax Credits have been received from
      the Local Limited Partnerships and are no longer available to the
      Partnership’s Limited Partners.





25





For
      the Year Ended December 31, 2004Local
      Limited Partnership Name
            Rental
      Income
            
            Net
      Loss
            Low
      Income Housing Tax Credits Allocated to PartnershipCatoosa
      Senior Village, L.P.
            $
      215,000
            
            $
      (115,000)
            99.97%FDI-Green
      Manor 2003, Ltd
            82,000
            
            (11,000)
            99.98%FDI-Pine
      Meadows 2003, Ltd.
            126,000
            
            (9,000)
            99.98%Humboldt
      Village, L.P.
            199,000
            
            (14,000)
            92.06%Melodie
      Meadows Associates, Ltd.
            117,000
            
            (66,000)
            99.98%Starlight
      Place, L.P.
            *
            
            *
            99.97%$ 739,000
            
            $ (215,000)





*
As of December 31, 2004 the Local Limited Partnership was under
construction.


26


WNC
      Housing Tax Credit Fund VI, L.P., Series 10March
      31, 2010, 2009, 2008, 2007, 2006 and 2005Occupancy
      Rates
              As
      of December 31,Local
      Limited
              Partnership
      Name
            Location
            General
      Partner Name
            2009
            2008
            2007
            2006
            2005
            2004
            2003
            2002Catoosa
      Senior Village, L.P.
            Calhoun,
      Georgia
            BC
      Holdings, LLC
            90%
            98%
            93%
            100%
            97%
            100%
            100%
            N/AFDI-Green
      Manor 2003, Ltd.
            Hempstead,
      Texas
            Fieser
      Holding, Inc.
            83%
            100%
            68%
            93%
            90%
            90%
            N/A
            N/AFDI-Pine
      Meadows 2003, Ltd.
            Prairie
      View, Texas
            Fieser
      Holdings, Inc.
            90%
            95%
            95%
            100%
            95%
            97%
            N/A
            N/AHumboldt
      Village, L.P.
            Winnemucca,
      Nevada
            Humboldt
      Village, LLC
            97%
            92%
            97%
            97%
            97%
            89%
            N/A
            N/AMelodie
      Meadows Associates, Ltd.
            Glencoe,
      Alabama
            Eagle
      Creek Partners
            100%
            100%
            100%
            100%
            100%
            98%
            100%
            N/AStarlight
      Place, L.P.
            Americus,
      Georgia
            BC
      Holdings, LLC
            100%
            100%
            98%
            100%
            96%
            **
            N/A
            N/A93%
            97%
            93%
            98%
            96%
            95%
            100%
            N/A





N/A - The
Local Limited Partnership had not acquired its limited partnership interest in
the Local Limited Partnership as of the respective year-end.





**As of
the respective year-end the Local Limited Partnership was under
construction.  27


Item
3.  Legal Proceedings





NONE





Item
4.  (Removed and Reserved)





PART
II.





Item
5.  Market for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities





Item
5a.





a)
            The
      Partnership Units are not traded on a public exchange but were sold
      through a public offering.  It is not anticipated that any
      public market will develop for the purchase and sale of any Partnership
      Units and none exists. Partnership Units can be assigned or otherwise
      transferred only if certain requirements in the Partnership Agreement are
      satisfied.





b)
            At
      March 31, 2010, 2009, 2008, 2007, 2006 and 2005, there were 640, 639, 637,
      636, 633 and 633 Limited Partners, respectively, and no assignees of
      Partnership Units who were not admitted as Limited Partners,
      respectively.





c)
            The
      Partnership was not designed to provide operating cash distributions to
      Limited Partners.  It is possible that the Partnership could
      make distributions from sale proceeds, if the Partnership is able to sell
      its Local Limited Partnership Interests or Housing Complexes for more than
      the related closing costs and any then accrued obligations of the
      Partnership.  There can be no assurance in this
      regard.  Any distributions would be made in accordance with the
      terms of the Partnership Agreement.  For all periods presented
      there were no cash distributions to the Limited
  Partners.





d)
            No
      securities are authorized for issuance by the Partnership under equity
      compensation plans.





e)
            The
      Partnership does not issue common
stock





f)
            No
      unregistered securities were sold by the Partnership during the years
      ended March 31, 2010, 2009, 2008, 2007, 2006 and
  2005.





Item
5b. Use of Proceeds





NOT
APPLICABLE





Item
5c. Purchases of Equity Securities by the Issuer and Affiliated
Purchasers





NONE  28


Item
6.  Selected Financial Data





Selected
balance sheet information for the Partnership is as follows:





March
      31,2010
            
            2009
            
            2008
            
            2007
            
            2006
            
            2005
            
            2004
            
            2003ASSETSCash
            $
            234,454
            $
            245,020
            $
            261,019
            $
            289,760
            $
            395,940
            $
            913,526
            $
            6,649,763
            $
            1,100Interest
      receivable
            
            -
            
            -
            
            -
            
            -
            
            -
            
            -
            
            108
            
            -Investments
      in Local Limited Partnerships, net
            
            5,599,397
            
            6,908,262
            
            8,857,368
            
            9,588,104
            
            10,229,463
            
            10,678,095
            
            6,425,082
            
            -Other
      assets
            
            6,300
            
            6,300
            
            6,300
            
            6,300
            
            6,300
            
            6,300
            
            -
            
            -Total
      Assets
            $
            5,840,151
            $
            7,159,582
            $
            9,124,687
            $
            9,884,164
            $
            10,631,703
            $
            11,597,921
            $
            13,074,953
            $
            1,100








LIABILITIESPayables
      to Local Limited Partnerships
            $
            4,233
            $
            4,233
            $
            4,233
            $
            4,233
            $
            83,318
            $
            633,165
            $
            1,822,497
            $
            -Accrued
      fees and expenses due to General Partner and affiliates
            
            477,993
            
            390,253
            
            320,804
            
            260,783
            
            192,515
            
            98,701
            
            29,535
            
            -Total
      Liabilities
            
            482,226
            
            394,486
            
            325,037
            
            265,016
            
            275,833
            
            731,866
            
            1,852,032
            
            -PARTNERS'
      EQUITY (DEFICIT)
            
            5,357,925
            
            6,765,096
            
            8,799,650
            
            9,619,148
            
            10,355,870
            
            10,866,055
            
            11,222,921
            
            1,100Total
      Liabilities and
              Partners’
      Equity (Deficit)
            $
            5,840,151
            $
            7,159,582
            $
            9,124,687
            $
            9,884,164
            $
            10,631,703
            $
            11,597,921
            $
            13,074,953
            $
            1,100





29


Selected
results of operations, cash flows and other information for the Partnership are
as follows:


For
      the Years Ended March 31,2010
                
                2009
                
                2008
                
                2007
                
                2006
                
                2005
                
                2004
                
                For
      the period from February 28, 2003 (date operations commenced) to March 31,
      2003Loss  from  operations  (Note
      1)
                $
                (1,018,460)
                $
                (1,618,917)
                $
                (506,664)
                $
                (422,037)
                $
                (168,544)
                $
                (164,754)
                $
                (67,031)
                $
                -Equity
      in losses of Local Limited Partnerships
                
                (388,912)
                
                (417,148)
                
                (321,968)
                
                (329,048)
                
                (356,838)
                
                (251,203)
                
                (128,146)
                
                -Interest
      income
                
                201
                
                1,511
                
                9,134
                
                14,363
                
                15,197
                
                26,776
                
                6,203
                
                -Net
      loss
                $
                (1,407,171)
                $
                (2,034,554)
                $
                (819,498)
                $
                (736,722)
                $
                (510,185)
                $
                (389,181)
                $
                (188,974)
                $
                -Net
      loss allocated to:General Partner
                $
                (1,407)
                $
                (2,035)
                $
                (819)
                $
                (737)
                $
                (510)
                $
                (389)
                $
                (189)
                $
                -Limited Partners
                $
                (1,405,764)
                $
                (2,032,519)
                $
                (818,679)
                $
                (735,985)
                $
                (509,675)
                $
                (388,792)
                $
                (188,785)
                $
                -Net
      loss per Partnership Unit
                $
                (106.88)
                $
                (154.53)
                $
                (62.24)
                $
                (55.96)
                $
                (38.75)
                $
                (29.56)
                $
                (22.97)
                $
                -Outstanding
      weighted Partnership Units
                
                13,153
                
                13,153
                
                13,153
                
                13,153
                
                13,153
                
                13,153
                
                8,220
                
                -
  Note 1 -
Loss from operations for the years ended March 31, 2010, 2009, 2008, 2007, 2006,
2005, and 2004 and for the period from February 28, 2003 (date operations
commenced) to March 31, 2003, include a charge for impairment losses on
investments in Local Limited Partnerships of  $919,953, $1,519,347,
$372,414, $278,095, $0, $0, $0 and $0, respectively  (see Note 2 to
the financial statements).  30


For
      the Years Ended March 31,2010
            
            2009
            
            2008
            
            2007
            
            2006
            
            2005
            
            2004
            
            For
      the period from February 28, 2003 (date operations commenced) to March 31,
      2003Net
      cash provided by (used in):Operating
      activities
            $
            (10,566)
            $
            (20,696)
            $
            (33,439)
            $
            (27,095)
            $
            (17,637)
            $
            (33,108)
            $
            (7,273)
            $
            -Investing
      activities
            
            -
            
            4,697
            
            4,698
            
            (79,085)
            
            (499,949)
            
            (5,735,444)
            
            (4,754,859)
            
            -Financing
      activities
            
            -
            
            -
            
            -
            
            -
            
            -
            
            32,315
            
            11,410,795
            
            -Net
      change in cash
            
            (10,566)
            
            (15,999)
            
            (28,741)
            
            (106,180)
            
            (517,586)
            
            (5,736,237)
            
            6,648,663
            
            -Cash,
      beginning of period
            
            245,020
            
            261,019
            
            289,760
            
            395,940
            
            913,526
            
            6,649,763
            
            1,100
            
            1,100Cash,
      end of period
            $
            234,454
            $
            245,020
            $
            261,019
            $
            289,760
            $
            395,940
            $
            913,526
            $
            6,649,763
            $
            1,100





Low
Income Housing Tax Credits per Partnership Unit were as follows for the years
ended December 31:





2009
            
            2008
            
            2007
            
            2006
            
            2005
            
            2004
            
            2003
            
            2002Federal
            $
            101
            $
            101
            $
            99
            $
            102
            $
            85
            $
            54
            $
            20
            $
            -State
            
            -
            
            -
            
            -
            
            -
            
            -
            
            -
            
            -
            
            -Total
            $
            101
            $
            101
            $
            99
            $
            102
            $
            85
            $
            54
            $
            20
            $
            -


31


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





Forward
Looking Statements





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





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





Subsequent
written and oral forward looking statements attributable to the Partnership or
persons acting on its behalf are expressly qualified in their entirety by
cautionary statements in this Form 10-K and in other reports filed with the
Securities and Exchange Commission.  The following discussion should
be read in conjunction with the financial statements and the notes thereto
included elsewhere in this filing.





Critical
Accounting Policies and Certain Risks and Uncertainties





The
Partnership believes that the following discussion addresses the Partnership’s
most significant accounting policies, which are the most critical to aid in
fully understanding and evaluating the Partnership’s reported financial results,
and certain of the Partnership’s risks and uncertainties.





Use
of Estimates





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





Method
of Accounting for Investments in Local Limited Partnerships





The
Partnership accounts for its investments in Local Limited Partnerships using the
equity method of accounting, whereby the Partnership adjusts its investment
balance for its share of the Local Limited Partnerships’ results of operations
and for any contributions made and distributions received. The Partnership
reviews the carrying amount of an individual investment in a Local Limited
Partnership for possible impairment whenever events or changes in circumstances
indicate that the carrying amount of such investment may not be
recoverable.  Recoverability of such investment is measured by the
estimated value derived by management, generally consisting of the product of
the remaining future Low Income Housing Tax Credits estimated to be allocable to
the Partnership and the estimated residual value to the
Partnership.  If an investment is considered to be impaired, the
Partnership reduces the carrying value of its investment in any such Local
Limited Partnership. The accounting policies of the Local Limited Partnerships,
generally, are expected to be consistent with those of the Partnership. Costs
incurred by the Partnership in acquiring the investments were capitalized as
part of the investment account and were being amortized over 30 years. (See
Notes 2 and 3 to the financial statements.)  32


“Equity
in losses of Local Limited Partnerships” for each year ended March 31 has been
recorded by the Partnership based on the twelve months of reported results
provided by the Local Limited Partnerships for each year ended December 31.
Equity in losses from the Local Limited Partnerships allocated to the
Partnership is not recognized to the extent that the investment balance would be
adjusted below zero.  For the year ended March 31, 2005, as soon as
the investment balance reached zero, the related costs of acquiring the
investment were written off and included with equity in losses. For the years
ended March 31, 2010, 2009, 2008, 2007 and 2006, the intangibles were evaluated
for impairment as discussed in footnote 1 of the financial
statements.





Distributions
received from the Local Limited Partnerships are accounted for as a reduction of
the investment balance.  Distributions received after the investment
has reached zero are recognized as distribution income.  If the Local
Limited Partnerships report net income in future years, the Partnership will
resume applying the equity method only after its share of such net income equals
the share of net losses not recognized during the period(s) the equity method
was suspended.





In
accordance with the accounting guidance for the consolidation of variable
interest entities, the Partnership determines when it should include the assets,
liabilities, and activities of a variable interest entity (VIE) in its financial
statements, and when it should disclose information about its relationship with
a VIE. A VIE is a legal structure used to conduct activities or hold assets,
which must be consolidated by a company if it is the primary beneficiary because
it absorbs the majority of the entity's expected losses, the majority of the
expected returns, or both. Based on this guidance, the Local Limited
Partnerships in which the Partnership invests meet the definition of a
VIE.  However, management does not consolidate the Partnership’s
interests in these VIEs under this guidance, as it is not considered to be the
primary beneficiary.  The Partnership currently records the amount of
its investment in these partnerships as an asset on its balance sheet,
recognizes its share of partnership income or losses in the statements of
operations, and discloses how it accounts for material types of these
investments in its financial statements. The Partnership’s balance in investment
in Local Limited Partnerships, plus the risk of recapture of tax credits
previously recognized on these investments, represents its maximum exposure to
loss.  The Partnership’s exposure to loss on these partnerships is
mitigated by the condition and financial performance of the underlying
properties as well as the strength of the local general partners and their
guarantee against credit recapture.





Income
Taxes





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





Impact of Recent Accounting
Pronouncements





In
September 2006, the FASB issued accounting guidance for Fair Value Measurements,
which defines fair value, establishes a framework for measuring fair value and
expands disclosure about fair value measurements. This guidance is effective for
financial statements issued for fiscal years beginning after November 15, 2007
and shall be applied prospectively except for very limited
transactions.  In February 2008, the FASB delayed for one year
implementation of the guidance as it pertains to certain non-financial assets
and liabilities. The Partnership adopted GAAP for Fair Value Measurements
effective April 1, 2008, except as it applies to those non-financial assets and
liabilities, for which the effective date was April 1, 2009. The Partnership has
determined that adoption of this guidance has no material impact on the
Partnership’s financial statements.  33


In
February 2007, the FASB issued accounting guidance for The Fair Value Option for
Financial Assets and Financial Liabilities. This guidance permits entities to
choose to measure many financial instruments and certain other items at fair
value.  The fair value election is designed to improve financial
reporting by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions. It is effective for
fiscal years beginning after November 15, 2007.  On April 1,
2008, the Partnership adopted GAAP for The Fair Value Option for Financial
Assets and Financial Liabilities and elected not to apply the provisions to its
eligible financial assets and financial liabilities on the date of adoption.
Accordingly, the initial application of the guidance had no effect on the
Partnership.





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





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





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





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


34




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





Certain
Risks and Uncertainties





See Item
1A for a discussion of risks regarding the Partnership.





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





Financial
Condition





For
the year ended March 31, 2010





The
Partnership’s assets at March 31, 2010 consisted of $234,000 in cash and cash
equivalents, aggregate investments in 6 Local Limited Partnerships of $5,599,000
(See “Method of Accounting for Investments in Local Limited Partnerships”) and
$6,000 of other assets.  Liabilities at March 31, 2010 consisted
of $478,000 of accrued fees and expenses due to General Partner and affiliates,
(See “Future Contractual Cash Obligations” below) and $4,000 of payables to
Local Limited Partnerships.





For
the year ended March 31, 2009





The
Partnership’s assets at March 31, 2009 consisted of $245,000 in cash and cash
equivalents, aggregate investments in 6 Local Limited Partnerships of $6,908,000
(See “Method of Accounting for Investments in Local Limited Partnerships”) and
$6,000 of other assets.  Liabilities at March 31, 2009 consisted
of $390,000 of accrued fees and expenses due to General Partner and affiliates,
(See “Future Contractual Cash Obligations” below) and $4,000 of payables to
Local Limited Partnerships.





For
the year ended March 31, 2008





The
Partnership’s assets at March 31, 2008 consisted of $261,000 in cash and cash
equivalents, aggregate investments in 6 Local Limited Partnerships of $8,857,000
(See “Method of Accounting for Investments in Local Limited Partnerships”) and
$6,000 of other assets.  Liabilities at March 31, 2008 consisted
of $321,000 of accrued fees and expenses due to General Partner and affiliates,
(See “Future Contractual Cash Obligations” below) and $4,000 of payables to
Local Limited Partnerships.





For
the year ended March 31, 2007





The
Partnership’s assets at March 31, 2007 consisted of $290,000 in cash, aggregate
investments in 6 Local Limited Partnerships of $9,588,000 (See “Method of
Accounting for Investments in Local Limited Partnerships”) and $6,000 of other
assets.  Liabilities at March 31, 2007 consisted of $261,000 of
accrued fees and expenses due to General Partner and affiliates, (See “Future
Contractual Cash Obligations” below) and $4,000 of payables to Local Limited
Partnerships.


35


For
the year ended March 31, 2006





The
Partnership’s assets at March 31, 2006 consisted of $396,000 in cash, aggregate
investments in 6 Local Limited Partnerships of $10,229,000 (See “Method of
Accounting for Investments in Local Limited Partnerships”) and $6,000 of other
assets.  Liabilities at March 31, 2006 consisted of $193,000 of
accrued fees and expenses due to General Partner and affiliates, (See “Future
Contractual Cash Obligations” below) and $83,000 of payables to Local Limited
Partnerships.





For
the year ended March 31, 2005





The
Partnership’s assets at March 31, 2005 consisted of $914,000 in cash, aggregate
investments in 6 Local Limited Partnerships of $10,678,000 (See “Method of
Accounting for Investments in Local Limited Partnerships”) and $6,000 of other
assets.  Liabilities at March 31, 2005 consisted of $99,000 of
accrued fees and expenses due to General Partner and affiliates, (See “Future
Contractual Cash Obligations” below) and $633,000 of payables to Local Limited
Partnerships.





Results
of Operations





Year Ended March 31, 2010 Compared to
Year Ended March 31, 2009The Partnership’s net loss for the
year ended March 31, 2010 was $(1,407,000), reflecting a decrease of $627,000
from the net loss experienced for the year ended March 31, 2009 of $(2,034,000).
That decrease in net loss was largely due to a decrease of $599,000 in
impairment loss for the year ended March 31, 2010 compared to the year ended
March 31, 2009.   The impairment loss can vary each year
depending on the annual decrease in Low Income Housing Tax Credits allocated to
the Partnership compared to the current net investment balance that is being
carried for the particular Local Limited Partnerships.  For the year
ended March 31, 2010, all Local Limited Partnerships were not considered to have
any residual value in consideration of the economic conditions. The amortization
decreased by $8,000, due to the fact that the intangibles were impaired to zero
as of March 31, 2009, therefore no further amortization could be
recorded.  Reporting fees decreased by $(5,000) for the year ended
March 31, 2010 due to the fact that Local Limited Partnerships pay the reporting
fees to the Partnership when the Local Limited Partnerships’ cash flow will
allow for the payment.  There was also a $28,000 decrease in equity in
losses of Local Limited Partnerships.  The equity in losses can vary
from year to year depending on the operations of the underlying Housing
Complexes of the Local Limited Partnerships.   Interest income
decreased by $(1,000) due to the fact that interest rates declined for the year
ended March 31, 2010 compared to the year ended March 31, 2009.





Year Ended March 31, 2009 Compared to
Year Ended March 31, 2008The Partnership’s net loss for the
year ended March 31, 2009 was $(2,034,000), reflecting an increase of
$(1,215,000) from the net loss experienced for the year ended March 31, 2008 of
$(819,000). The increase in net loss was largely due to an increase of
$(1,147,000) in impairment loss for the year ended March 31, 2009 compared to
the year ended March 31, 2008.  For the year ended March 31, 2008 the
impairment analysis calculated any residual value to the Partnership in addition
to the remaining Low Income Housing Tax Credits available to the Partnership and
compared that to the current carrying value of each investment to the
Partnership. For the year ended March 31, 2009 all Local Limited Partnerships
were not considered to have any residual value in consideration of the economic
conditions. The intangibles are also evaluated for impairment in connection with
the Partnership’s investments in Local Limited
Partnerships.  Impairment loss included $797,000 of impairment related
to the intangibles for the year ended March 31, 2009 while no such loss was
recorded against the intangibles during the year ended March 31, 2008. The
impairment of the intangibles also caused the amortization to decrease by
$24,000 as the intangibles were fully impairment as of June 30, 2008 and no
further amortization could be recorded for the remainder of the
year.   The accounting and legal fees decreased by $10,000 for
the year ended March 31, 2009 compared to the year ended March 31, 2008 due to
the timing of the accounting work performed.  Reporting fees increased
by $1,000 for the year ended March 31, 2009 due to the fact that Local Limited
Partnerships pay the reporting fees to the Partnership when the Local Limited
Partnerships’ cash flow will allow for the payment.  There was also a
$(95,000) increase in equity in losses of Local Limited
Partnerships.  The equity in losses of Local Limited Partnerships can
vary each year depending on the operations of the underlying Housing Complexes
of the Local Limited Partnerships.   Interest income decreased by
$(7,000) for the year ended March 31, 2009 due to the fact that interest rates
declined significantly for the year ended March 31, 2009 compared to the year
ended March 31, 2008.


36


Year Ended March 31, 2008 Compared to
Year Ended March 31, 2007The Partnership’s net loss for the
year ended March 31, 2008 was $(819,000), reflecting an increase of $(82,000)
from the net loss experienced for the year ended March 31, 2007 of
$(737,000).  There was a $(94,000) increase in impairment loss for the
year ended March 31, 2008 compared to the year ended March 31,
2007.   The impairment loss can vary each year depending on the
annual decrease in Low Income Housing Tax Credits allocated to the Partnership
and the current estimated residual value to the Partnership compared to the
current carrying value of each of the investments to the
Partnership.  The amortization decreased by $3,000, due to the fact
that the Partnership evaluates its intangibles for impairment in connection with
its investments in Local Limited Partnerships. As impairment is recorded against
the intangibles, the amortization expense for future periods is
decreased.  For the year ended March 31, 2007, the Partnership
recorded impairment against the intangibles of approximately $278,000 as
compared to $0 for the year ended March 31, 2008; thereby reducing the
amortization expense recorded for the subsequent quarters.  There was
also a $2,000 decrease in accounting and legal fees for the year ended March 31,
2008 compared to the year ended March 31, 2007 due to the timing of the
accounting work performed.  Reporting fees increased by $4,000 for the
year ended March 31, 2008 due to the fact that Local Limited Partnerships pay
the reporting fees to the Partnership when the Local Limited Partnerships’ cash
flow will allow for the payment.  There was also a $7,000 decrease in
equity in losses of Local Limited Partnerships for the year ended March 31,
2008.  The equity in losses can vary each year depending on the
operations of the underlying Housing Complexes of the Local Limited
Partnerships.   Interest income decreased by $(5,000) due to the
fact that interest rates and the cash balances being maintained by the
Partnership declined significantly for the year ended March 31, 2008 compared to
the year ended March 31, 2007.





Year Ended March 31, 2007 Compared to
Year Ended March 31, 2006The Partnership’s net loss for the
year ended March 31, 2007 was $(737,000), reflecting an increase of $(227,000)
from the net loss experienced for the year ended March 31, 2006 of $(510,000).
The increase in net loss was partially due to an increase of $(278,000) in
impairment loss for the year ended March 31, 2007 compared to the year ended
March 31, 2006.   The impairment loss can vary each year
depending on the annual decrease in Low Income Housing Tax Credits allocated to
the Partnership and the current estimated residual value to the Partnership
compared to the current carrying value of each of the investments to the
Partnership.  The amortization decreased by $8,000 due to the fact
that the Partnership evaluates its intangibles for impairment in connection with
its investments in Local Limited Partnerships. As impairment is recorded against
the intangibles, the amortization expense for future periods is
decreased.  For the year ended March 31, 2007, the Partnership
recorded impairment against the intangibles of approximately $278,000 thereby
reducing the amortization expense recorded for the subsequent
quarters.  The accounting and legal fees decreased by $12,000 for the
year ended March 31, 2007 compared to the year ended March 31, 2006 due to the
timing of the accounting work performed.  Reporting fees decreased by
$(1,000) for the year ended March 31, 2007 due to the fact that Local Limited
Partnerships pay the reporting fees to the Partnership when the Local Limited
Partnerships’ cash flow will allow for the payment.  There was a
$28,000 decrease of equity in losses of Local Limited
Partnerships.  The equity in losses can vary each year depending on
the operations of the underlying Housing Complexes of the Local Limited
Partnerships.   The asset management expenses decreased by $5,000
for the year ended March 31, 2007 due to the timing of the necessary property
inspections.





Year Ended March 31, 2006 Compared to
Year Ended March 31, 2005.The Partnership’s net loss for the year ended
March 31, 2006 was $(510,000), reflecting an increase of $(121,000) from the net
loss of $(389,000) experienced for the year ended March 31, 2005. The equity in
losses increased by $(106,000)for the year ended March 31, 2006. The equity in
losses can vary each year depending on the operations of the underlying Housing
Complexes of the Local Limited Partnerships.   Also, during the
year ended March 31, 2005 several of the Local Limited Partnerships were still
leasing up and being acquired by the Partnership, therefore losses were lower
than the year ended March 31, 2006.  The accounting and legal fees
decreased by $4,000 for the year ended March 31, 2006 compared to the year ended
March 31, 2005 due to the timing of the accounting work
performed.   The asset management fees increased by $(15,000) for
the year ended March 31, 2006 as not all Local Limited Partnerships had been
acquired as of March 31, 2005.  The asset management fees are
calculated based on invested assets, which is comprised of the equity
contributed by the Partnership and the mortgage payable.  The asset
management expenses decreased by $4,000 for the year ended March 31, 2006 due to
the timing of the necessary property inspections.  Reporting fees
increased by $3,000 for the year ended March 31, 2006 due to the fact that Local
Limited Partnerships pay the reporting fees to the Partnership when the Local
Limited Partnerships’ cash flow will allow for the payment.  Interest
income decreased by $(12,000) due to the fact that the cash balances being
maintained by the Partnership declined significantly for the year ended March
31, 2006 compared to the year ended March 31, 2005.


37




Year
Ended March 31, 2005 Compared to Period Ended March 31, 2004The
Partnership’s net loss for the year ended March 31, 2005 was $(389,000),
reflecting an increase of $(200,000) from the net loss of $(189,000) experienced
for the year ended March 31, 2004.  The increase in net loss is
largely due to an increase in equity in losses of Local Limited Partnerships of
$(123,000) for the year ended March 31, 2005 compared to the year ended March
31, 2004. The equity in losses can vary based on the operations of the
underlying Housing Complexes of the Local Limited Partnerships. There was a
$(50,000) increase in asset management fees as not all Local Limited
Partnerships had been acquired as of March 31, 2004.  The asset
management fees are calculated based on invested assets, which is comprised of
the equity contributed by the Partnership and the mortgage payable. There
was an $(18,000) increase in amortization of acquisition fees and costs due to
the fact that some fees were capitalized during the year ended March 31, 2004
and therefore a full year of amortization was not recorded for those assets.
There was also a $(21,000) increase in accounting and legal expenses due to the timing of the
accounting work performed. Asset management expenses also increased by
$(7,000) due to the
timing of the necessary property inspections.There was a $21,000
increase in interest income which wasdue to the fact that the
average cash balances being maintained by the Partnership increased for the year
ended March 31, 2005 compared to the year ended March 31,
2004.




Year Ended March 31, 2004 Compared to
Period Ended March 31, 2003.The Partnership commenced
operations on February 28, 2003.  Therefore, as of March 31, 2003, the
Partnership had not accepted subscriptions for any Units nor made any
investments in Local Limited Partnerships. As a result there were no operations
for the period ended March 31, 2003. In addition, there were no Low Income
Housing Credits available for allocation to the partners. The two periods are
not comparable as there was no operations during the period ended March 31,
2003.





Liquidity
and Capital Resources





Year Ended March 31, 2010 Compared to
Year Ended March 31, 2009The net decrease in cash and
cash equivalents during the year ended March 31, 2010 was $(11,000) compared to
a net decrease in cash and cash equivalents for the year ended March 31, 2009 of
$(16,000). The net change was partially due to the Partnership paying accrued
asset management fees of $10,000 during the year ended March 31, 2010 compared
to $20,000 paid during the year ended March 31, 2009.  For the year
ended March 31, 2010 the Partnership reimbursed the General Partner or an
affiliate $2,000 for operating expenses paid on its behalf compared to $9,000
reimbursed during the year ended March 31, 2009.  The accrued asset
management fees and reimbursement of operating expenses are paid after
management reviews the cash position of the Partnership.  The
Partnership also collected $5,000 more in both reporting fees and distributions
for the year ended March 31, 2009 compared to the year ended March 31, 2010 due
to the fact that Local Limited Partnerships pay the reporting fees and
distributions to the Partnership when the Local Limited Partnerships’ cash flow
will allow for the payment.





Year Ended March 31, 2009 Compared to
Year Ended March 31, 2008The net decrease in cash and cash
equivalents during the year ended March 31, 2009 was $(16,000) compared to a net
decrease in cash and cash equivalents for the year ended March 31, 2008 of
$(29,000).  The Partnership reimbursed the General Partner of
affiliate $22,000 less for operating expenses paid on its behalf during the year
ended March 31, 2009 and paid $3,000 more in accrued asset management
fees.  The accrued asset management fees and reimbursement of
operating expenses are paid after management reviews the cash position of the
Partnership.  The Partnership received $1,000 more in reporting fees
for the year ended March 31, 2009, due to the fact that Local Limited
Partnerships pay the reporting fees to the Partnership when the Local Limited
Partnerships’ cash flow will allow for the payment.  Additionally, the
Partnership received $7,000 less interest income during the year ended March 31,
2009 due to the fact that interest rates decreased
significantly.


38




Year Ended March 31, 2008 Compared to
Year Ended March 31, 2007The net decrease in cash and cash
equivalents during the year ended March 31, 2008 was $(29,000) compared to a net
decrease in cash and cash equivalents for the year ended March 31, 2007 of
$(106,000).  During the year ended March 31, 2007 the Partnership paid
capital contributions to Local Limited Partnerships in the amount of $79,000
compared to no capital contributions being paid during the year ended March 31,
2008.  Certain benchmarks must be met by the Local Limited Partnership
in order for capital contributions to be paid.  The Partnership paid
accrued asset management fees of $17,000 during the year ended March 31, 2008
compared to $11,000 paid during the year ended March 31, 2007. The Partnership
also reimbursed the General Partner or affiliate $1,000 less of operating
expenses paid on its behalf during the year ended March 31, 2008.  The
accrued asset management fees and reimbursement of operating expenses are paid
after management reviews the cash position of the Partnership.  The
Partnership received $4,000 more in reporting fees and $5,000 more in
distributions from Local Limited Partnerships during the year ended March 31,
2008 due to the fact that Local Limited Partnerships pay the reporting fees and
distributions to the Partnership when the Local Limited Partnerships’ cash flow
will allow for the payment. Additionally, the Partnership received $5,000 less
interest income during the year ended March 31, 2008 due to the fact that
interest rates decreased.





Year Ended March 31, 2007 Compared to
Year Ended March 31, 2006The net decrease in cash and cash equivalents
during the year ended March 31, 2007 was $(106,000) compared to a net decrease
in cash and cash equivalents for the year ended March 31, 2006 of
$(518,000).  During the year ended March 31, 2007 the Partnership paid
capital contributions to Local Limited Partnerships in the amount of $79,000
compared to $505,000 paid during the year ended March 31,
2006.  Certain benchmarks must be met by the Local Limited Partnership
in order for capital contributions to be paid.  The Partnership paid
accrued asset management fees of $11,000 for the year ended March 31, 2007
compared to $19,000 paid for the year ended March 31, 2006. The Partnership
reimbursed the General Partner or an affiliate $6,000 more for operating
expenses paid on its behalf during the year ended March 31, 2007.  The
accrued asset management fees and reimbursement of operating expenses are paid
after management reviews the cash position of the Partnership.  The
Partnership received $(1,000) less in reporting fees and $(5,000) less in
distributions from Local Limited Partnerships for the year ended March 31, 2007,
due to the fact that Local Limited Partnerships pay the reporting fees and
distribution income to the Partnership when the Local Limited Partnerships’ cash
flow will allow for the payment.





Year Ended March 31, 2006 Compared to
Year Ended March 31, 2005. Net cash and cash equivalents used during the
year ended March 31, 2006 was $(518,000) compared to net cash and cash
equivalents used during year ended March 31, 2005 of $(5,736,000). During the
year ended March 31, 2005 the Partnership received the final subscription
payment of $36,000, therefore no such payments were received during the year
ended March 31, 2006. During the year ended March 31, 2006 the Partnership paid
capital contributions to Local Limited Partnerships in the amount of $505,000
compared to $5,735,000 paid during the year ended March 31,
2006.  Certain benchmarks must be met by the Local Limited Partnership
in order for capital contributions to be paid.  The Partnership also
paid accrued asset management fees of $19,000 during the year ended March 31,
2006 compared to $15,000 paid during the year ended March 31, 2005. The
Partnership also reimbursed the General Partner of affiliate $20,000 less in
operating expenses paid on its behalf during the year ended March 31,
2006.  The accrued asset management fees and reimbursement of
operating expenses are paid after management reviews the cash position of the
Partnership.  The Partnership received $3,000 more in reporting fees
from Local Limited Partnerships for the year ended March 31, 2006 and $(5,000)
more in distributions from the Local Limited Partnerships.  The
reporting fees and distributions are paid to the Partnership when the Local
Limited Partnership's’ cash flow will allow for the payment.


39




Year Ended March 31, 2005 Compared to
Period Ended March 31, 2004Net cash and cash equivalents used during the
year ended March 31, 2005 was $(5,736,000), compared to net cash and cash
equivalents provided for the year ended March 31, 2004 of $6,649,000. During the
year ended March 31, 2004 the Partnership was selling Partnership Units and had
collected $13,083,000 in cash for subscriptions compared to only the final
payment of $36,000 that was received during the year ended March 31,
2005.   As of March 31, 2004 the selling of Partnership Units had
concluded.  The Partnership paid organization and offering costs and
fees to the General Partner or an affiliate in the amount of $1,257,000 during
the year ended March 31, 2004. These costs are earned and paid as Partnership
Units are sold, therefore, the final $4,000 was paid during the year ended March
31, 2005.  During the year end March 31, 2004 the Partnership paid
capital contributions to Local Limited Partnerships in the amount of
$(3,498,000) compared to $(5,735,000) paid during the year ended March 31,
2005.  Capital contributions are paid to Local Limited Partnerships
when certain benchmarks are met. The Partnership paid accrued asset management
fees of $15,000 for the year ended March 31, 2005 compared to no asset
management fees being paid for the year ended March 31, 2004. The Partnership
reimbursed the General Partner or an affiliate $32,000 more for operating
expenses paid on its behalf during the year ended March 31, 2005.  The
accrued asset management fees and reimbursement of operating expenses are paid
after management reviews the cash position of the Partnership.





Year Ended March 31, 2004 Compared to
Period Ended March 31, 2003.The Partnership had no cash flows
from operating or investing activities for the period ended March 31,
2003.  As such, the two periods are not comparable.





The
Partnership currently has insufficient working capital to fund its operations.
Associates has agreed to continue providing advances sufficient enough to fund
the operations and working capital requirements of the Partnership through May
31, 2012.


40


Future
Contractual Cash Obligations





The
following table summarizes the Partnership’s future contractual cash obligations
as of March 31, 2010:





2011
            
            2012
            
            2013
            
            2014
            
            2015
            
            There
      after
            
            TotalAsset
      management fees(1)
            $
            569,893
            $
            91,900
            $
            91,900
            $
            91,900
            $
            91,900
            $
            4,319,300
            $
            5,256,793Capital
      contribution payable
            
            4,233
            
            -
            
            -
            
            -
            
            -
            
            -
            
            4,233Total
      contractual cash obligations
            $
            574,126
            $
            91,900
            $
            91,900
            $
            91,900
            $
            91,900
            $
            4,319,300
            $
            5,261,026





(1)
            Asset
      management fees are payable annually until termination of the Partnership,
      which is to occur no later than December 31, 2062. The estimate of the
      fees payable included herein assumes the retention of the Partnership’s
      interest in all Housing Complexes until December 31, 2062. Amounts due to
      the General Partner as of March 31, 2010 have been included in the 2011
      column.  The General Partner does not anticipate that these fees
      will be paid until such time as capital reserves are in excess of the
      aggregate of the existing contractual obligations and the anticipated
      future foreseeable obligations of the
  Partnership.





For
additional information regarding our asset management fees, see Note 3 to the
financial statements included elsewhere herein.





Off-Balance
Sheet Arrangements





The
Partnership has no off-balance sheet arrangements.





Exit
Strategy





See Item
1 for information in this regard.





Impact
of Recent Accounting Pronouncements





See
footnote 1 to the audited financial statements.





Item
7A.  Quantitative and Qualitative Disclosures Above Market
Risk





NOT
APPLICABLE





Item
8. Financial Statements and Supplementary Data





41





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
 To the
Partners
 WNC
Housing Tax Credit Fund VI, L.P., Series 10
 
 We have
audited the accompanying balance sheets of WNC Housing Tax Credit Fund VI, L.P.,
Series 10 (a California Limited Partnership) (the Partnership) as of March 31,
2010, 2009, 2008, 2007, 2006, 2005 and 2004, and the related statements of
operations, partners’ equity (deficit) and cash flows for each of the years in
the seven-year period ended March 31, 2010. The Partnership’s management is
responsible for these financial statements. Our responsibility is to express an
opinion on these financial statements based on our audits. We did not audit the
financial statements of certain local limited partnerships for which investments
represent $3,333,361, $4,018,961, $2,967,992, $0, $4,857,056, $1,814,400 and
$3,045,804 of the total Partnership assets as of March 31, 2010, 2009, 2008,
2007, 2006, 2005 and 2004, respectively and $(180,607), $(167,497), $(62,808),
$0, $(215,193), $(133,864) and ($102,514) of the total Partnership loss for the
years ended March 31, 2010, 2009, 2008, 2007, 2006, 2005 and 2004, respectively.
Those statements were audited by other auditors, whose reports have been
furnished to us, and our opinion, insofar as it relates to those local limited
partnerships, is based solely on the reports of the other auditors.
  We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Partnership it is not required
to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Partnership’s internal control over
financial reporting. Accordingly, we express no such opinion. 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, as well as evaluating the overall
financial statement presentation. We believe that our audits and the reports of
other auditors provide a reasonable basis for our opinion.
  In our
opinion, based on our audits and the reports of other auditors, the financial
statements referred to above present fairly, in all material respects, the
financial position of WNC Housing Tax Credit Fund VI, L.P., Series 10 (a
California Limited Partnership) as of March 31, 2010, 2009, 2008, 2007, 2006,
2005 and 2004, and the results of its operations and its cash flows for each
of the years in the seven-year period ended March 31, 2010, in conformity with
accounting principles generally accepted in the United States of
America.
  Our
audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedules listed under Item 15(a)(2)
in the index related to years above are presented for the purpose of complying
with the Securities and Exchange Commission’s rules and are not part of the
basic financial statements. These schedules have been subjected to the auditing
procedures applied to the audits of the basic financial statements and, in our
opinion, fairly state in all material respects the financial statement data
required to be set forth therein in relation to the basic financial statements
taken as a whole.
  
 /s/ Reznick Group, P.C.
  Bethesda,
Maryland
 May 27,
2011
   42
 Child,
Van Wagoner & Bradshaw, PLLC.
 Report of
Independent Registered Public Accounting Firm
 
 To the
Partners
 Humboldt
Village, L.P.
 Winnemucca,
Nevada
 
 We have
audited the accompanying balance sheets of Humboldt Village, L.P. (the
Partnership), as of December 31, 2009 and 2008, and the related statements of
operations, changes in partners' equity, and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
 
 We
conducted our audits in accordance with auditing standards generally accepted in
the United States of America, the standards of the Public Company Accounting
Oversight Board (United States of America) and the standards applicable to
financial audits contained in Government
Auditing Standards,issued by the Comptroller General of the United
States. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. The Partnership is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Accordingly,
we express no such opinion. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Partnership, at December 31,
2009 and 2008, and the results of its operations and its cash flows for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
 
 In
accordance with Government
Auditing Standards,we have also issued a report dated March 9, 2010, on
our consideration of the Partnership's internal control over fmancial reporting.
The purpose of that report is to describe the scope of our testing of internal
control over financial reporting and the results of that testing and not to
provide an opinion on the internal control over financial reporting. That report
is an integral part of an audit performed in accordance with Government
Auditing Standardsand should be read in conjunction with this report
considering the results of our audit.
  Our audit
was conducted for the purpose of fonning an opinion on the basic financial
statements taken as a whole. The accompanying supplemental information shown on
page 13 is presented for purposes of additional analysis and is not a required
part of the basic financial statements of the Partnership. Such information has
been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated, in all material
respects, in relation to the basic financial statements taken as a
whole.
  /s/ Child, Van Wagoner
& Bradshaw, PLLC
  Kaysville,
Utah
 March 9,
2010
   43
 INDEPENDENT AUDITORS'
REPORT
 
 
 To the
Partners
 Catoosa
Senior Village, LP
 
 We have
audited the accompanying balance sheets of CATOOSA SENIOR VILLAGE, LP (a limited
partnership) as of December 31, 2005 and 2004, and the related statements of
operations, changes in partners' equity (deficit), and cash flows for the years
then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  The
partnership has determined that it is not required to have, nor were we engaged
to perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the partnership's internal control over
financial reporting.  Accordingly, we express no such
opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of CATOOSA SENIOR VILLAGE, LP as of
December 31, 2005 and 2004, and the results of its operations, its changes in
partners' equity (deficit), and its cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States of
America.
 
 Our
audits were made for the purpose of forming an opinion on the basic financial
statements taken as a whole.  The supplemental information on pages 10
- 11 is presented for purposes of additional analysis and is not a required part
of the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
 
 /s/ Habit Arogeti, Wynne,
LLC
 Atlanta,
Georgia
 
 February
28, 2006
 44
 INDEPENDENT AUDITORS'
REPORT
 
 
 To
the Partners of
 Starlight
Place, LP
 
 We
have audited the accompanying balance sheet of  STARLIGHT PLACE, LP
(USDA Rural Development), a limited partnership, as of December 31, 2005, and
the related statement of operations, changes in partners' equity (deficit), and
cash flows for the year then ended.  These financial statements are
the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the standards applicable to
financial audits contained in Government
Auditing Standards, issued by the Comptroller General of the United
States, and the Audit
Program issued in December 1989 by the Rural Development Services Office
of the U.S. Department of Agriculture, formerly known as the Farmers Home
Administration.  Those standards and the Audit
Program require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  The partnership has determined that it is not required
to have, nor were we engaged to perform, an audit of its internal control over
financial reporting.  Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the partnership's internal control over
financial reporting.  Accordingly, we express no such
opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our
opinion.
 
 In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of STARLIGHT PLACE, LP as of December
31, 2005, and the results of its operations, its changes in partners' equity
(deficit), and its cash flows for the year then ended, in conformity with
accounting principles generally accepted in the United States of
America.
 
 In
accordance with Government
Auditing Standards, we have also issued our report dated February 28,
2006, on our consideration of STARLIGHT PLACE, LP's internal control and our
report dated February 28, 2006, on its compliance with laws and regulations
applicable to the financial statements.  Those reports are an integral
part of an audit performed in accordance with Government
Auditing Standards and should be read in conjunction with this report in
considering the results of our audit.
 
 Our
audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole.  The supplemental information on pages 9
- 12 is presented for purposes of additional analysis and is not a required part
of the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
 
 /s/Habit
Arogeti, Wynne, LLC
 
 Atlanta,
Georgia
 February
28, 2006
  45
 PAILET,
MEUNIERand
LeBLANC, L.L.P.
 Certified
Public Accountants
 Management
Consultants
    REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
 To the
Partners
 Starlight
Place, LP
   We have
audited the accompanying balance sheet of Starlight Place, LP, as of December
31, 2007 and the related statements of operations, changes in partners' capital
and cash flows for the year then ended. These financial statements are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
  We
conducted our audit in accordance with the Standards of the Public Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The partnership has determined
that it is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the partnership's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
  In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Starlight Place, LP as of December
31, 2007 and the results of its operations, changes in partners' capital and
cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America.
     /s/ PAILET, MEUNIER and
LeBLANC, L.L.P.
  Metairie,
Louisiana
 May 16,
2011
    3421 N.
Causeway Blvd., Suite 701 ● Metairie,
LA 70002 ● Telephone (504)
837-0770 ● Fax (504)
837-7102
 201 St.
Charles Ave., Ste. 2500 ● New Orleans, LA
70170 ●
Telephone (504) 599-5905 ● Fax (504)
837-7102
 www.
pmlcpa.com
 Member
of
 Member
Firms in Principal Cities ● PCAOB - Public
Company Accounting Oversight Board
 AICPA:
Center
for Public Company Audit Firms (SEC)● Governmantal Audit
Quality Center ● Private Companies
Practice Section (PCPS)
   46
 
 PAILET, MEUNIERand LeBLANC,
L.L.P.
 Certified
Public Accountants
 Management
Consultants
    REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
 
 To the
Partners
 Starlight
Place, LP
  We have
audited the accompanying balance sheet of Starlight Place, LP, as of December
31, 2008 and the related statements of operations, changes in partners' capital
and cash flows for the year then ended. These financial statements are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
  We
conducted our audit in accordance with the Standards of the Public Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The partnership has determined
that it is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the partnership's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
  In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Starlight Place, LP as of December
31, 2008 and the results of its operations, changes in partners' capital and
cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America.
   
 /s/ PAILET, MEUNIER and LeBLANC,
L.L.P.
 Metairie,
Louisiana
 May 18,
2011
      3421 N.
Causeway Blvd., Suite 701 ● Metairie,
LA 70002 ● Telephone (504)
837-0770 ● Fax (504)
837-7102
 201 St.
Charles Ave., Ste. 2500 ● New Orleans, LA
70170 ●
Telephone (504) 599-5905 ● Fax (504)
837-7102
 www.
pmlcpa.com
 Member
of
 Member
Firms in Principal Cities ● PCAOB - Public
Company Accounting Oversight Board
 AICPA:
Center
for Public Company Audit Firms (SEC)● Governmantal Audit
Quality Center ● Private Companies
Practice Section (PCPS)
  47
 PAILET, MEUNIERand LeBLANC,
L.L.P.
 Certified
Public Accountants
 Management
Consultants
 
 REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    To the
Partners Starlight Place, LP
  We have
audited the accompanying balance sheet of Starlight Place, LP, as of December
31, 2009 and the related statements of operations, changes in partners' capital
and cash flows for the year then ended. These financial statements are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
  We
conducted our audit in accordance with the Standards of the Public Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The partnership has determined
that it is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the partnership's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
  In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Starlight Place, LP as of December
31, 2009 and the results of its operations, changes in partners' capital and
cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America.
   /s/ PAILET, MEUNIER and LeBLANC,
L.L.P.
 Metairie,
Louisiana
 May 18,
2011
      3421 N.
Causeway Blvd., Suite 701 ● Metairie,
LA 70002 ● Telephone (504)
837-0770 ● Fax (504)
837-7102
 201 St.
Charles Ave., Ste. 2500 ● New Orleans, LA
70170 ●
Telephone (504) 599-5905 ● Fax (504)
837-7102
 www.
pmlcpa.com
 Member
of
 Member
Firms in Principal Cities ● PCAOB - Public
Company Accounting Oversight Board
 AICPA:
Center
for Public Company Audit Firms (SEC)● Governmantal Audit
Quality Center ● Private Companies
Practice Section (PCPS)


48
 WNC
HOUSING TAX CREDIT FUND VI, L.P., SERIES 10
 (A
California Limited Partnership)
 
 BALANCE
SHEETS





March
      31,2010
            
            2009
            
            2008
            
            2007
            
            2006
            
            2005
            
            2004ASSETSCash
      and cash equivalents
            $
            234,454
            $
            245,020
            $
            261,019
            $
            289,760
            $
            395,940
            $
            913,526
            $
            6,649,763Interest
      receivable
            
            -
            
            -
            
            -
            
            -
            
            -
            
            -
            
            108Investments
      in Local Limited Partnerships, net (Notes 2 and 3)
            
            5,599,397
            
            6,908,262
            
            8,857,368
            
            9,588,104
            
            10,229,463
            
            10,678,095
            
            6,425,082Other
      assets
            
            6,300
            
            6,300
            
            6,300
            
            6,300
            
            6,300
            
            6,300
            
            -Total
      Assets
            $
            5,840,151
            $
            7,159,582
            $
            9,124,687
            $
            9,884,164
            $
            10,631,703
            $
            11,597,921
            $
            13,074,953LIABILITIES
      AND PARTNERS’ EQUITY (DEFICIT)Liabilities:Payables to Local Limited
      Partnerships (Note 5)
            $
            4,233
            $
            4,233
            $
            4,233
            $
            4,233
            $
            83,318
            $
            633,165
            $
            1,822,497Accrued fees and expenses due to
      General Partner and affiliates (Note 3)
            
            477,993
            
            390,253
            
            320,804
            
            260,783
            
            192,515
            
            98,701
            
            29,535Total Liabilities
            
            482,226
            
            394,486
            
            325,037
            
            265,016
            
            275,833
            
            731,866
            
            1,852,032Partners’
      Equity (Deficit)General Partner
            
            (5,986)
            
            (4,579)
            
            (2,544)
            
            (1,725)
            
            (988)
            
            (478)
            
            (89)Limited
      Partners (25,000 Partnership Units authorized; 13,153, 13,153, 13,153,
      13,153, 13,153, 13,153 and 8,220 Partnership Units issued and outstanding
      as of March 31, 2010, 2009, 2008, 2007, 2006, 2005 and 2004,
      respectively)
            
            5,363,911
            
            6,769,675
            
            8,802,194
            
            9,620,873
            
            10,356,858
            
            10,866,533
            
            11,223,010Total Partners’ Equity
      (Deficit)
            
            5,357,925
            
            6,765,096
            
            8,799,650
            
            9,619,148
            
            10,355,870
            
            10,866,055
            
            11,222,921Total
      Liabilities and Partners’ Equity (Deficit)
            $
            5,840,151
            $
            7,159,582
            $
            9,124,687
            $
            9,884,164
            $
            10,631,703
            $
            11,597,921
            $
            13,074,953





See
accompanying notes to financial statements
 49
 WNC
HOUSING TAX CREDIT FUND VI, L.P., SERIES 10
 (A
California Limited Partnership)
 
 STATEMENTS
OF OPERATIONS


For
      the Years Ended March 31,2010
            
            2009
            
            2008
            
            2007
            
            2006
            
            2005
            
            2004Reporting
      fees
            $
            1,500
            $
            6,801
            $
            5,800
            $
            1,500
            $
            2,500
            $
            -
            $
            -Operating
      expenses and loss:Amortization (Notes 2 and
      3)
            
            -
            
            7,914
            
            31,656
            
            34,216
            
            41,896
            
            41,896
            
            24,128Asset management fees (Note
      3)
            
            91,900
            
            91,900
            
            91,900
            
            91,900
            
            91,900
            
            77,335
            
            27,168Impairment
      loss (Note 2)
            
            919,953
            
            1,519,347
            
            372,414
            
            278,095
            
            -
            
            -
            
            -Accounting
      and legal fees
            
            3,035
            
            2,966
            
            12,576
            
            14,647
            
            26,887
            
            31,182
            
            10,445Asset
      management expenses
            
            1,742
            
            -
            
            103
            
            575
            
            5,703
            
            9,382
            
            2,094Other
            
            3,330
            
            3,591
            
            3,815
            
            4,104
            
            4,658
            
            4,959
            
            3,196Total operating expenses and
      loss
            
            1,019,960
            
            1,625,718
            
            512,464
            
            423,537
            
            171,044
            
            164,754
            
            67,031Loss
      from operations
            
            (1,018,460)
            
            (1,618,917)
            
            (506,664)
            
            (422,037)
            
            (168,544)
            
            (164,754)
            
            (67,031)Equity
      in losses of Local Limited Partnerships (Note 2)
            
            (388,912)
            
            (417,148)
            
            (321,968)
            
            (329,048)
            
            (356,838)
            
            (251,203)
            
            (128,146)Interest
      income
            
            201
            
            1,511
            
            9,134
            
            14,363
            
            15,197
            
            26,776
            
            6,203Net
      loss
            $
            (1,407,171)
            $
            (2,034,554)
            $
            (819,498)
            $
            (736,722)
            $
            (510,185)
            $
            (389,181)
            $
            (188,974)Net
      loss allocated to:General Partner
            $
            (1,407)
            $
            (2,035)
            $
            (819)
            $
            (737)
            $
            (510)
            $
            (389)
            $
            (189)Limited Partners
            $
            (1,405,764)
            $
            (2,032,519)
            $
            (818,679)
            $
            (735,985)
            $
            (509,675)
            $
            (388,792)
            $
            (188,785)Net
      loss per Partnership Unit
            $
            (106.88)
            $
            (154.53)
            $
            (62.24)
            $
            (55.96)
            $
            (38.75)
            $
            (29.56)
            $
            (22.97)Outstanding
      weighted Partnership Units
            
            13,153
            
            13,153
            
            13,153
            
            13,153
            
            13,153
            
            13,153
            
            8,220





See
accompanying notes to financial statements
 50
 WNC
HOUSING TAX CREDIT FUND VI, L.P., SERIES 10
 (A
California Limited Partnership)
 
 STATEMENTS
OF PARTNERS’ EQUITY (DEFICIT)
 
 For
the Years Ended March 31, 2010, 2009, 2008, 2007, 2006, 2005 and
2004


General
      Partner
            
            Limited
      Partners
            
            TotalPartners’
      equity (deficit) at March 31, 2003
            $
            100
            $
            1,000
            $
            1,100Sale
      of Partnership Units (net of discounts of $33,730)
            
            -
            
            13,083,455
            
            13,083,455Offering
      expenses
            
            -
            
            (1,672,660)
            
            (1,672,660)Net
      loss
            
            (189)
            
            (188,785)
            
            (188,974)Partners’
      equity (deficit) at March 31, 2004
            
            (89)
            
            11,223,010
            
            11,222,921Collection
      of promissory notes receivable
            
            -
            
            35,815
            
            35,815Offering
      expenses
            
            -
            
            (3,500)
            
            (3,500)Net
      loss
            
            (389)
            
            (388,792)
            
            (389,181)Partners’
      equity (deficit) at March 31, 2005
            
            (478)
            
            10,866,533
            
            10,866,055Net
      loss
            
            (510)
            
            (509,675)
            
            (510,185)Partners’
      equity (deficit) at March 31, 2006
            
            (988)
            
            10,356,858
            
            10,355,870Net
      loss
            
            (737)
            
            (735,985)
            
            (736,722)Partners’
      equity (deficit) at March 31, 2007
            
            (1,725)
            
            9,620,873
            
            9,619,148Net
      loss
            
            (819)
            
            (818,679)
            
            (819,498)Partners’
      equity (deficit) at March 31, 2008
            
            (2,544)
            
            8,802,194
            
            8,799,650Net
      loss
            
            (2,035)
            
            (2,032,519)
            
            (2,034,554)Partners’
      equity (deficit) at March 31, 2009
            
            (4,579)
            
            6,769,675
            
            6,765,096Net
      loss
            
            (1,407)
            
            (1,405,764)
            
            (1,407,171)Partners’
      equity (deficit) at March 31, 2010
            $
            (5,986)
            $
            5,363,911
            $
            5,357,925





See
accompanying notes to financial statements
 51
 WNC
HOUSING TAX CREDIT FUND VI, L.P., SERIES 10
 (A
California Limited Partnership)
 
 STATEMENTS
OF CASH FLOWS


For
      The Years Ended March 31,2010
              
              2009
              
              2008Cash
      flows from operating activities:
                Net
      loss
              $
              (1,407,171)
              $
              (2,034,554)
              $
              (819,498)Adjustments
      to reconcile net loss to net cash used in operating
      activities:Amortization
              
              -
              
              7,914
              
              31,656Impairment
      loss
              
              919,953
              
              1,519,347
              
              372,414Equity in losses of Local
      Limited
                Partnerships
              
              388,912
              
              417,148
              
              321,968Increase
      in accrued fees and expenses due to General Partner and
      affiliates
              
              87,740
              
              69,449
              
              60,021Net
      cash used in operating activities
              
              (10,566)
              
              (20,696)
              
              (33,439)Cash
      flows from investing activities:Distributions
      received from Local Limited
                Partnerships
              
              -
              
              4,697
              
              4,698Net
      cash provided by investing activities
              
              -
              
              4,697
              
              4,698Net decrease in cash and cash equivalents
              
              (10,566)
              
              (15,999)
              
              (28,741)Cash
      and cash equivalents, beginning of year
              
              245,020
              
              261,019
              
              289,760Cash
      and cash equivalents, end of year
              $
              234,454
              $
              245,020
              $
              261,019SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATIONTaxes
      paid
              $
              800
              $
              800
              $
              800
  See
accompanying notes to financial statements
 52
 WNC
HOUSING TAX CREDIT FUND VI, L.P., SERIES 10
 (A
California Limited Partnership)
 
 STATEMENTS
OF CASH FLOWS - CONTINUED


For
      The Years Ended March 31,2007
            
            2006
            
            2005Cash
      flows from operating activities:
              Net
      loss
            $
            (736,722)
            $
            (510,185)
            $
            (389,181)Adjustments
      to reconcile net loss to net cash used in operating
      activities:Amortization
            
            34,216
            
            41,896
            
            41,896Impairment
      loss
            
            278,095Equity in losses of Local
      Limited
              Partnerships
            
            329,048
            
            356,838
            
            251,203Decrease
      in interest receivable
            
            -
            
            -
            
            108Increase
      in other assets
            
            -
            
            -
            
            (6,300)Increase
      in accrued fees and expenses due
              to
      General Partner and affiliates
            
            68,268
            
            93,814
            
            69,166Net
      cash used in operating activities
            
            (27,095)
            
            (17,637)
            
            (33,108)Cash
      flows from investing activities:Capital
      contributions paid to Local Limited
              Partnerships
            
            (79,085)
            
            (505,051)
            
            (5,735,444)Distributions
      received from Local Limited Partnerships
            
            -
            
            5,102
            
            -Net
      cash used in investing activities
            
            (79,085)
            
            (499,949)
            
            (5,735,444)Cash
      flows from financing activities:Capital
      contributions received
            
            -
            
            -
            
            35,815Offering
      expenses
            
            -
            
            -
            
            (3,500)Net
      cash provided by financing activities
            
            -
            
            -
            
            32,315Net
      decrease in cash and cash equivalents
            
            (106,180)
            
            (517,586)
            
            (5,736,237)Cash
      and cash equivalents, beginning of year
            
            395,940
            
            913,526
            
            6,649,763Cash
      and cash equivalents, end of year
            $
            289,760
            $
            395,940
            $
            913,526SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATIONTaxes
      paid
            $
            800
            $
            800
            $
            800SIGNIFICANT
      NONCASH INVESTING AND
              FINANCING
      ACTIVITIES:The
      Partnership decreased its investment in
              Local
      Limited Partnerships and payables to
              Local
      Limited Partnerships for tax credit
              adjusters
            $
            -
            $
            44,796
            $
            15,264The
      Partnership increased its investment in Local
              Limited
      Partnerships for unpaid capital
              contributions
      payable to Local Limited
              Partnerships
            $
            -
            $
            -
            $
            472,811





See
accompanying notes to financial statements
 53
 WNC
HOUSING TAX CREDIT FUND VI, L.P., SERIES 10
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS
 
 For
the Years Ended March 31, 2010, 2009, 2008, 2007, 2006, 2005 and
2004


For
      The Year Ended March 31,2004Cash
      flows from operating activities:
              Net
      loss
            $
            (188,974)Adjustments
      to reconcile net loss to net cash used in operating
      activities:Amortization
            
            24,128Impairment
      loss
            
            -Equity in losses of Local
      Limited
              Partnerships
            
            128,146Decrease
      (increase) in interest receivable
            
            (108)Increase
      in accrued fees and expenses due to
              General
      Partner and affiliates
            
            29,535Net
      cash used in operating activities
            
            (7,273)Cash
      flows from investing activities:Capital
      contributions paid to Local Limited
              Partnerships
            
            (3,498,014)Capitalized
      acquisition costs and fees
            
            (1,256,845)Net
      cash used in investing activities
            
            (4,754,859)Cash
      flows from financing activities:Capital
      contributions received
            
            13,083,455Offering
      expenses
            
            (1,672,660)Net
      cash provided by financing activities
            
            11,410,795Net
      increase in cash and cash equivalents
            
            6,648,663Cash
      and cash equivalents, beginning of year
            
            1,100Cash
      and cash equivalents, end of year
            $
            6,649,763SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATIONTaxes
      paid
            $
            800SIGNIFICANT
      NONCASH INVESTING
              AND
      FINANCING ACTIVITESThe
      Partnership increased its investment in Local
              Limited
      Partnerships for unpaid capital
              contributions
      payable to Local Limited
              Partnerships
            $
            1,822,497


54
 WNC
HOUSING TAX CREDIT FUND VI, L.P., SERIES 10
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS
 
 For
the Years Ended March 31, 2010, 2009, 2008, 2007, 2006, 2005 and
2004


NOTE 1 – ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Organization





WNC
Housing Tax Credit Fund VI, L.P., Series 10 (the “Partnership”) is a California
Limited Partnership formed under the laws of the State of California on July 17,
2001, and commenced operations on February 28, 2003.  The Partnership
was formed to acquire limited partnership interests in other limited
partnerships ("Local Limited Partnerships") which own multi-family housing
complexes (“Housing Complexes”) that are eligible for Federal low income housing
tax credits (“Low Income Housing Tax Credits”).  The local general
partners (the “Local General Partners”) of each Local Limited Partnership retain
responsibility for maintaining, operating and managing the Housing Complex. Each
Local Limited Partnership is governed by its agreement of limited partnership
(the “Local Limited Partnership Agreement”).





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





The
Partnership shall continue in full force and effect until December 31, 2062
unless terminated prior to that date pursuant to the partnership agreement or
law.





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





The
partnership agreement authorized the sale of up to 25,000 units of limited
partnership interest (“Partnership Units”) at $1,000 per Partnership
Unit.  The offering of Partnership Units has concluded, and 13,153
Partnership Units representing subscriptions in the amount of $13,119,270, net
of dealer discounts of $31,220 and volume discounts of $2,510, had been
accepted.  The General Partner has a 0.1% interest in operating
profits and losses, taxable income and losses, cash available for distribution
from the Partnership and Low Income Housing Tax Credits of the
Partnership.  The investors (the “Limited Partners”) in the
Partnership will be allocated the remaining 99.9% of these items in proportion
to their respective investments.





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





Risks and
Uncertainties





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


55
 WNC
HOUSING TAX CREDIT FUND VI, L.P., SERIES 10
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS – CONTINUED
 
 For
the Years Ended March 31, 2010, 2009, 2008, 2007, 2006, 2005 and
2004


NOTE 1 – ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued





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





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





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





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


56
 WNC
HOUSING TAX CREDIT FUND VI, L.P., SERIES 10
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS – CONTINUED
 
 For
the Years Ended March 31, 2010, 2009, 2008, 2007, 2006, 2005 and
2004





NOTE 1 – ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued





Exit
Strategy





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





Upon the
sale of a Local Limited Partnership Interest or Housing Complex after the end of
the Compliance Period, there would be no recapture of Low Income Housing Tax
Credits.  A sale prior to the end of the Compliance Period could
result in recapture if certain conditions are not met.





With that
in mind, the General Partner is continuing its review of the Housing
Complexes.  The review considers many factors, including extended use
requirements (such as those due to mortgage restrictions or state compliance
agreements), the condition of the Housing Complexes, and the tax consequences to
the Limited Partners from the sale of the Housing Complexes.





Upon
identifying those Housing Complexes with the highest potential for a successful
sale, refinancing or re-syndication, the Partnership expects to proceed with
efforts to liquidate them. The objective is to wind down the Partnership as Low
Income Housing Tax Credits are no longer available.  Local Limited
Partnership Interests may be disposed of any time by the General Partner in its
discretion. While liquidation of the Housing Complexes continues to be
evaluated, the dissolution of the Partnership was not imminent as of March 31,
2010.





The
proceeds from the disposition of any of the Housing Complexes will be used first
to pay debts and other obligations per the respective Local Limited Partnership
Agreement.  Any remaining proceeds will then be paid to the partners
of the Local Limited Partnership, including the Partnership, in accordance with
the terms of the particular Local Limited Partnership Agreement. The sale of a
Housing Complex may be subject to other restrictions and
obligations.  Accordingly, there can be no assurance that a Local
Limited Partnership will be able to sell its Housing Complex.  Even if
it does so, there can be no assurance that any significant amounts of cash will
be distributed to the Partnership, as the proceeds first would be used to pay
Partnership obligations and funding of reserves.





Method of Accounting For
Investments in Local Limited Partnerships





The
Partnership accounts for its investments in Local Limited Partnerships using the
equity method of accounting, whereby the Partnership adjusts its investment
balance for its share of the Local Limited Partnerships’ results of operations
and for any contributions made and distributions received. The Partnership
reviews the carrying amount of an individual investment in a Local Limited
Partnership for possible impairment whenever events or changes in circumstances
indicate that the carrying amount of such investment may not be
recoverable.  Recoverability of such investment is measured by the
estimated value derived by management, generally consisting of the sum of the
remaining future Low Income Housing Tax Credits estimated to be allocable to the
Partnership and the estimated residual value to the Partnership.  If
an investment is considered to be impaired, the Partnership reduces the carrying
value of its investment in any such Local Limited Partnership. The accounting
policies of the Local Limited Partnerships, generally, are expected to be
consistent with those of the Partnership. Costs incurred by the Partnership in
acquiring the investments were capitalized as part of the investment account and
were being amortized over 30 years (see Notes 2 and 3).


57
 WNC
HOUSING TAX CREDIT FUND VI, L.P., SERIES 10
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS – CONTINUED
 
 For
the Years Ended March 31, 2010, 2009, 2008, 2007, 2006, 2005 and
2004


NOTE 1 –
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued





“Equity
in losses of Local Limited Partnerships” for each year ended March 31 has been
recorded by the Partnership based on the twelve months of reported results
provided by the Local Limited Partnerships for each year ended December 31
Equity in losses from the Local Limited Partnerships allocated to the
Partnership is not recognized to the extent that the investment balance would be
adjusted below zero.  For the years ended March 31, 2005 and 2004, as
soon as the investment balance reached zero, the related costs of acquiring the
investment were impaired.





In
accordance with the accounting guidance for the consolidation of variable
interest entities, the Partnership determines when it should include the assets,
liabilities, and activities of a variable interest entity (VIE) in its financial
statements, and when it should disclose information about its relationship with
a VIE. A VIE is a legal structure used to conduct activities or hold assets,
which must be consolidated by a company if it is the primary beneficiary because
it absorbs the majority of the entity's expected losses, the majority of the
expected returns, or both. Based on this guidance, the Local Limited
Partnerships in which the Partnership invests meet the definition of a
VIE.  However, management does not consolidate the Partnership’s
interests in these VIEs under this guidance, as it is not considered to be the
primary beneficiary.  The Partnership currently records the amount of
its investment in these partnerships as an asset on its balance sheet,
recognizes its share of partnership income or losses in the statements of
operations, and discloses how it accounts for material types of these
investments in its financial statements. The Partnership’s balance in investment
in Local Limited Partnerships, plus the risk of recapture of tax credits
previously recognized on these investments, represents its maximum exposure to
loss.  The Partnership’s exposure to loss on these partnerships is
mitigated by the condition and financial performance of the underlying
properties as well as the strength of the local general partners and their
guarantee against credit recapture.





Distributions
received from the Local Limited Partnerships are accounted for as a reduction of
the investment balance. Distributions received after the investment has reached
zero are recognized as distribution income.  As of March 31, 2010,
none of the investment accounts in Local Limited Partnerships had reached
zero.





Use of
Estimates





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





Cash and Cash
Equivalents





The
Partnership considers all highly liquid investments with original maturities of
three months or less when purchased to be cash equivalents.  As of
March 31, 2010, 2009, 2008, 2007, 2006, 2005 and 2004 the Partnership had cash
equivalents of $222,068, $221,988, $251,457, $269,457, $381,457, $903,457 and
$0, respectively.





Concentration of Credit
Risk





At March
31, 2008, 2007, 2006, 2005 and 2004, the Partnership maintained cash and cash
equivalent balances at certain financial institutions in excess of the federally
insured maximum.  The Partnership believes it is not exposed to any
significant financial risk on cash.





Reporting Comprehensive
Income





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


58
 WNC
HOUSING TAX CREDIT FUND VI, L.P., SERIES 10
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS – CONTINUED
 
 For
the Years Ended March 31, 2010, 2009, 2008, 2007, 2006, 2005 and
2004


NOTE 1 –
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued





Net Loss Per Partnership
Unit





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





Income
Taxes





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





Revenue
Recognition





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





Reclassifications





Certain
reclassifications have been made to the 2004 financial statements to be
consistent with the 2010, 2009, 2008, 2007, 2006 and 2005
presentations.





Amortization





Acquisition
fees and costs are being amortized over 30 years using the straight-line method.
Amortization expense for the years ended March 31, 2010, 2009, 2008, 2007, 2006,
2005 and 2004 was $0, $7,914, $31,656, $34,216, $41,896, $41,896 and $24,128,
respectively. As of March 31, 2009, all acquisition fees and costs had been
fully amortized or impaired.





Impairment





The
Partnership reviews its investments in Local Limited Partnerships for impairment
at least annually or whenever events or changes in circumstances indicate that
the carrying value of such investments may not be recoverable. Recoverability is
measured by a comparison of the carrying amount of the investment to the sum of
the total amount of the remaining Low Income Housing Tax Credits allocated to
the Partnership and any estimated residual value of the investment. As of March
31, 2009, all Local Limited Partnerships were not considered to have any
residual value in consideration of economic conditions. For the years ended
March 31, 2010, 2009, 2008, 2007, 2006, 2005 and 2004, impairment loss related
to investments in Local Limited Partnerships was $919,953, $722,303, $372,414,
$0, $0, $0, and $0, respectively.


59
 WNC
HOUSING TAX CREDIT FUND VI, L.P., SERIES 10
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS – CONTINUED
 
 For
the Years Ended March 31, 2010, 2009, 2008, 2007, 2006, 2005 and
2004


NOTE 1 – ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued





For the
years ended March 31, 2010, 2009, 2008, 2007 and 2006, the Partnership also
evaluated its intangibles for impairment in connection with its investments in
Local Limited Partnerships. Impairment on the intangibles is measured by
comparing the Partnership’s total investment balance after impairment of
investments in Local Limited Partnerships to the sum of the total of remaining
Low Income Housing Tax Credits allocated to the Partnership and the estimated
residual value of the investment. As of March 31, 2009, all Local Limited
Partnerships were not considered to have any residual value in consideration of
the current economic circumstances. During the years ended March 31, 2010, 2009,
2008, 2007 and 2006, an impairment loss of $0, $797,044, $0, $278,095 and $0
respectively, was recorded against the related intangibles.





For the
years ended March 31, 2005 and 2004, when the value of the Partnership’s
investment in a Local Limited Partnership had been reduced to zero, the
respective net acquisition fees and costs component of investments in Local
Limited Partnerships were written off. For each of the years ended March 31,
2005 and 2004, no such write off was recorded.





Impact of Recent Accounting
Pronouncements





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





In
February 2007, the FASB issued accounting guidance for The Fair Value Option for
Financial Assets and Financial Liabilities. This guidance permits entities to
choose to measure many financial instruments and certain other items at fair
value.  The fair value election is designed to improve financial
reporting by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions. It is effective for
fiscal years beginning after November 15, 2007.  On April 1,
2008, the Partnership adopted GAAP for The Fair Value Option for Financial
Assets and Financial Liabilities and elected not to apply the provisions to its
eligible financial assets and financial liabilities on the date of adoption.
Accordingly, the initial application of the guidance had no effect on the
Partnership.





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


60
 WNC
HOUSING TAX CREDIT FUND VI, L.P., SERIES 10
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS – CONTINUED
 
 For
the Years Ended March 31, 2010, 2009, 2008, 2007, 2006, 2005 and
2004


NOTE 1 – ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued





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





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





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





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


61
 WNC
HOUSING TAX CREDIT FUND VI, L.P., SERIES 10
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS – CONTINUED
 
 For
the Years Ended March 31, 2010, 2009, 2008, 2007, 2006, 2005 and
2004


NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS





For all
periods presented, the Partnership owns Local Limited Partnership interests in 6
Local Limited Partnerships, each of which owns one Housing Complex, consisting
of an aggregate of 317 apartment units. The respective Local General Partners of
the Local Limited Partnerships manage the day-to-day operations of the entities.
Significant Local Limited Partnership business decisions require approval from
the Partnership.  The Partnership, as a limited partner, is generally
entitled to 99.98%, as specified in the Local Limited Partnership agreements, of
the operating profits and losses, taxable income and losses and Low Income
Housing Tax Credits of the Local Limited Partnerships.





The
Partnership’s investments in Local Limited Partnerships as shown in the balance
sheets at March 31, 2010, 2009, 2008, 2007, 2006, 2005 and 2004 are
approximately $(2,060,000), $(1,140,000), $387,000, $791,000, $1,195,000,
$2,608,000 and $3,379,000 respectively greater than (less than) the
Partnership's equity at the preceding December 31 as shown in the Local Limited
Partnerships’ combined condensed financial statements presented
below.  This difference is primarily due to acquisition, selection,
and other costs related to the acquisition of the investments which have been
capitalized in the Partnership's investment account, impairment losses recorded
in the Partnership’s investment account and capital contributions payable to the
Local Limited Partnerships which were netted against partner capital in the
Local Limited Partnership’s financial statements.





The
Partnership reviews its investments in Local Limited Partnerships for impairment
at least annually or whenever events or changes in circumstances indicate that
the carrying value of such investments may not be recoverable. Recoverability is
measured by a comparison of the carrying amount of the investment to the sum of
the total amount of the remaining Low Income Housing Tax Credits allocated to
the Partnership and any estimated residual value of the investment. As of March
31, 2009, all Local Limited Partnerships were not considered to have any
residual value in consideration of economic conditions. For the years ended
March 31, 2010, 2009, 2008, 2007, 2006, 2005 and 2004 impairment loss related to
investments in Local Limited Partnerships was $919,953, $722,303, $372,414, $0,
$0, $0, and $0, respectively.





For the
years ended March 31, 2010, 2009, 2008, 2007 and 2006, the Partnership also
evaluated its intangibles for impairment in connection with its investments in
Local Limited Partnerships. Impairment on the intangibles is measured by
comparing the Partnership’s total investment balance after impairment of
investments in Local Limited Partnerships to the sum of the total of remaining
Low Income Housing Tax Credits allocated to the Partnership and the estimated
residual value of the investments. As of March 31, 2009, all Local Limited
Partnerships were not considered to have any residual value in consideration of
the current economic circumstances. During the years ended March 31, 2010, 2009,
2008, 2007, 2006, 2005 and 2004, an impairment loss of $0, $797,044, $0,
$278,095, $0, $0 and $0, respectively, was recorded against the related
intangibles.  62
 WNC
HOUSING TAX CREDIT FUND VI, L.P., SERIES 10
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS – CONTINUED
 
 For
the Years Ended March 31, 2010, 2009, 2008, 2007, 2006, 2005 and
2004


NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS, continued





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





For
      The Years Ended
              March
      31,2010
            
            2009
            
            2008Investments
      per balance sheet, beginning of period
            $
            6,908,262
            $
            8,857,368
            $
            9,588,104Impairment
      loss
            
            (919,953)
            
            (1,519,347)
            
            (372,414)Equity
      in losses of Local Limited Partnerships
            
            (388,912)
            
            (417,148)
            
            (321,968)Amortization
      of paid acquisition fees and costs
            
            -
            
            (7,673)
            
            (30,693)Amortization
      of warehouse interest and costs
            
            -
            
            (241)
            
            (963)Distributions
      received from Local Limited Partnerships
            
            -
            
            (4,697)
            
            (4,698)Investment
      per balance sheet, end of period
            $
            5,599,397
            $
            6,908,262
            $
            8,857,368





For
      The Years Ended
              March
      31,2007
            
            2006
            
            2005
            
            2004Investments
      per balance sheet, beginning of period
            $
            10,229,463
            $
            10,678,095
            $
            6,425,082
            $
            -Capital
      contributions paid, net
            
            -
            
            -
            
            3,928,211
            
            3,498,014Capital
      contributions payable
            
            -
            
            -
            
            633,165
            
            1,822,497Impairment
      loss
            
            (278,095)
            
            -
            
            -
            
            -Equity
      in losses of Local Limited Partnerships
            
            (329,048)
            
            (356,838)
            
            (251,203)
            
            (128,146)Capitalized
      acquisition fees and costs
            
            -
            
            -
            
            -
            
            1,183,770Amortization
      of paid acquisition fees and costs
            
            (31,780)
            
            (39,460)
            
            (39,460)
            
            (22,301)Capitalized
      warehouse interest and fees
            
            -
            
            -
            
            -
            
            73,075Amortization
      of warehouse interest and costs
            
            (2,436)
            
            (2,436)
            
            (2,436)
            
            (1,827)Distributions
      received from Local Limited Partnerships
            
            -
            
            (5,102)
            
            -
            
            -Tax
      Credit adjustments
            
            -
            
            (44,796)
            
            (15,264)
            
            -Investment
      per balance sheet, end of period
            $
            9,588,104
            $
            10,229,463
            $
            10,678,095
            $
            6,425,082


63
 WNC
HOUSING TAX CREDIT FUND VI, L.P., SERIES 10
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS – CONTINUED
 
 For
the Years Ended March 31, 2010, 2009, 2008, 2007, 2006, 2005 and
2004


NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS, continued





For
      the Years
              Ended
      March 31,2010
            
            2009
            
            2008Investments
      in Local Limited Partnerships, net
            $
            5,599,397
            $
            6,908,262
            $
            8,052,410Acquisition
      fees and costs, net of accumulated amortization of $0, $0 and
      $55,398
            
            -
            
            -
            
            804,958Investments
      per balance sheet, end of period
            $
            5,599,397
            $
            6,908,262
            $
            8,857,368





For
      the Years
              Ended
      March 31,2007
            
            2006
            
            2005
            
            2004Investments
      in Local Limited Partnerships, net
            $
            8,751,490
            $
            9,080,538
            $
            9,487,274
            $
            5,192,365Acquisition
      fees and costs, net of accumulated amortization of $23,742, $107,920,
      $66,024 and $ 24,128
            
            836,614
            
            1,148,925
            
            1,190,821
            
            1,232,717Investments
      per balance sheet, end of period
            $
            9,588,104
            $
            10,229,463
            $
            10,678,095
            $
            6,425,082


64
 WNC
HOUSING TAX CREDIT FUND VI, L.P., SERIES 10
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS – CONTINUED
 
 For
the Years Ended March 31, 2010, 2009, 2008, 2007, 2006, 2005 and
2004


NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS, continued





The
financial information from the individual financial statements of the Local
Limited Partnerships include rental and interest subsidies.  Rental
subsidies are included in total revenues and interest subsidies are generally
netted in interest expense.  Approximate combined condensed financial
information from the individual financial statements of the Local Limited
Partnerships as of December 31 and for the years then ended is as
follows:





COMBINED CONDENSED BALANCE SHEETS


2009
            
            2008
            
            2007
            
            2006
            
            2005
            
            2004
            
            2003ASSETSBuildings
      and improvements (net of accumulated depreciation for 2009, 2008, 2007,
      2006, 2005, 2004 and 2003 of $3,426,000, $2,808,000, $2,185,000,
      $1,567,000, $952,000, $414,000 and $115,00 0 respectively)
            $
            15,847,000
            $
            16,437,000
            $
            17,002,000
            $
            17,607,000
            $
            18,166,000
            $
            16,894,000
            $
            6,930,000Land
            
            1,067,000
            
            1,067,000
            
            1,067,000
            
            1,067,000
            
            1,067,000
            
            1,070,000
            
            665,000Other
      assets
            
            1,247,000
            
            1,178,000
            
            1,235,000
            
            1,053,000
            
            1,026,000
            
            750,000
            
            292,000Total
      assets
            $
            18,161,000
            $
            18,682,000
            $
            19,304,000
            $
            19,727,000
            $
            20,259,000
            $
            18,711,000
            $
            7,887,000





LIABILITIESMortgage
      payable
            $
            8,339,000
            $
            8,409,000
            $
            8,481,000
            $
            8,555,000
            $
            8,621,000
            $
            8,315,000
            $
            3,625,000Due
      to affiliates
            
            220,000
            
            218,000
            
            433,000
            
            477,000
            
            968,000
            
            1,208,000
            
            728,000Other
      liabilities
            
            256,000
            
            266,000
            
            225,000
            
            157,000
            
            216,000
            
            539,000
            
            67,000Total
      liabilities
            
            8,815,000
            
            8,893,000
            
            9,139,000
            
            9,189,000
            
            9,805,000
            
            10,062,000
            
            4,420,000PARTNERS'
      EQUITY (DEFICIT)WNC
      Housing Tax Credit Fund VI, L.P.,
              Series
      10
            
            7,659,000
            
            8,048,000
            
            8,470,000
            
            8,797,000
            
            9,034,000
            
            8,070,000
            
            3,046,000Other
      partners
            
            1,687,000
            
            1,741,000
            
            1,695,000
            
            1,741,000
            
            1,420,000
            
            579,000
            
            421,000,Total
      partners’ equity (deficit)
            
            9,346,000
            
            9,789,000
            
            10,165,000
            
            10,538,000
            
            10,454,000
            
            8,649,000
            
            3,467,000Total
      liabilities and partners’
              equity
      (deficit)
            $
            18,161,000
            $
            18,682,000
            $
            19,304,000
            $
            19,727,000
            $
            20,259,000
            $
            18,711,000
            $
            7,887,000


65
 WNC
HOUSING TAX CREDIT FUND VI, L.P., SERIES 10
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS – CONTINUED
 
 For
the Years Ended March 31, 2010, 2009, 2008, 2007, 2006, 2005 and
2004


NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS, continued





COMBINED
CONDENSED STATEMENTS OF OPERATIONS





2009
            
            2008
            
            2007Revenues
            $
            1,444,000
            $
            1,411,000
            $
            1,398,000Expenses:Operating
      expenses
            
            1,053,000
            
            1,056,000
            
            933,000Interest
      expense
            
            163,000
            
            151,000
            
            168,000Depreciation
      and amortization
            
            623,000
            
            627,000
            
            623,000Total
      expenses
            
            1,839,000
            
            1,834,000
            
            1,724,000Net  loss
            $
            (395,000)
            $
            (423,000)
            $
            (326,000)Net
      loss allocable to the Partnership,
            $
            (389,000)
            $
            (417,000)
            $
            (322,000)Net
      loss recorded by the Partnership
            $
            (389,000)
            $
            (417,000)
            $
            (322,000)





2006
            
            2005
            
            2004
            
            2003Revenues
            $
            1,465,000
            $
            1,287,000
            $
            751,000
            $
            183,000Expenses:Operating
      expenses
            
            990,000
            
            933,000
            
            552,000
            
            151,000Interest
      expense
            
            185,000
            
            167,000
            
            112,000
            
            18,000Depreciation
      and amortization
            
            620,000
            
            542,000
            
            302,000
            
            117,000Total
      expenses
            
            1,795,000
            
            1,642,000
            
            966,000
            
            286,000Net
      loss
            $
            (330,000)
            $
            (355,000)
            $
            (215,000)
            $
            (103,000)Net
      loss allocable to the Partnership
            $
            (329,000)
            $
            (357,000)
            $
            (213,000)
            $
            (103,000)Net
      loss recorded by the Partnership
            $
            (329,000)
            $
            (357,000)
            $
            (251,000)
            $
            (128,000)


66
 WNC
HOUSING TAX CREDIT FUND VI, L.P., SERIES 10
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS – CONTINUED
 
 For
the Years Ended March 31, 2010, 2009, 2008, 2007, 2006, 2005 and
2004


NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS, continued





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





NOTE 3 - RELATED PARTY
TRANSACTIONS





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





Acquisition
      fees of 7% of the gross proceeds from the sale of Partnership Units as
      compensation for services rendered in connection with the acquisition of
      Local Limited Partnerships.  At the end of all periods presented
      the Partnership incurred total acquisition fees of $920,710, which have
      been included in investments in Local Limited
      Partnerships.  Accumulated amortization of these capitalized
      costs was $0, $0, $53,711, $23,019, $78,693, $48,001 and $17,309 as of
      March 31, 2010, 2009, 2008, 2007, 2006, 2005 and 2004, respectively.
      Impairment on the intangibles is measured by comparing the Partnership’s
      total investment balance after impairment of investments in Local Limited
      Partnerships to the sum of the total of the remaining Low Income Housing
      Tax Credits allocated to the Partnership and the estimated residual value
      of the investments. If an impairment loss related to the acquisition
      expenses is recorded, the accumulated amortization is reduced to zero at
      that time.





Reimbursement
      of costs incurred by of the General Partner or by an affiliate of
      Associates in connection with the acquisition of Local Limited
      Partnerships.  These reimbursements have not exceeded 2% of the
      gross proceeds.  At the end of all periods presented, the
      Partnership incurred acquisition costs of $263,060, which have been
      included in investments in Local Limited Partnerships. Accumulated
      amortization was $0, $0, $0, $0, $22,528, $13,760 and $4,992 as of March
      31, 2010, 2009, 2008, 2007, 2006, 2005 and 2004, respectively. Impairment
      on the intangibles is measured by comparing the Partnership’s total
      investment balance after impairment of investments in Local Limited
      Partnerships to the sum of the total of the remaining Low Income Housing
      Tax Credits allocated to the Partnership and the estimated residual value
      of the investments. If an impairment loss related to the acquisition
      expenses is recorded, the accumulated amortization is reduced to zero at
      that time.




An annual
asset management fee not to exceed 0.5% of the invested assets of the
Partnership, as defined. “Invested Assets” means the sum of the Partnership’s
investment in Local Limited Partnership interests and the Partnership’s
allocable share of mortgage loans on and other debts related to the Housing
Complexes owned by such Local Limited Partnerships.   Management
fees of $91,900, $91,900, $91,900, $91,900, $91,900, $77,335 and $27,168 were
incurred during the years ended March 31, 2010, 2009, 2008, 2007, 2006, 2005 and
2004, respectively, of which $10,000, $20,000, $17,500, $11,250, $18,750,
$15,000 and $0 were paid, respectively.







A
subordinated disposition fee in an amount equal to 1% of the sale price of real
estate sold by the Local Limited Partnerships.  Payment of this fee is
subordinated to the Limited Partners receiving distributions equal to their
capital contributions and their return on investment (as defined in the
Partnership Agreement) and is payable only if services are rendered in the sales
effort.  No such fee was incurred for all periods
presented.





The
Partnership reimbursed the General Partner or its affiliates for operating
expenses incurred by the Partnership and paid for by the General Partner or its
affiliates on behalf of the Partnership.  Operating expense
reimbursements were $2,266, $9,009, $30,873, $31,707, $25,741, $44,987 and
$13,409 during the years ended March 31, 2010, 2009, 2008, 2007, 2006, 2005 and
2004, respectively.


67
 WNC
HOUSING TAX CREDIT FUND VI, L.P., SERIES 10
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS – CONTINUED
 
 For
the Years Ended March 31, 2010, 2009, 2008, 2007, 2006, 2005 and
2004


NOTE 3 - RELATED PARTY
TRANSACTIONS, continued





WNC
Holding, LLC (“Holding”), a wholly owned subsidiary of Associates, acquires
investments in Local Limited Partnerships using funds from a secured warehouse
line of credit.  Such investments are warehoused by Holding until
transferred to syndicated partnerships as investors are
identified.  The transfer of the warehoused investments is typically
achieved through the admittance of the syndicated partnership as the Limited
Partner of the Local Limited Partnership and the removal of Holding as the
Limited Partner.  Consideration paid to Holding for the transfer of
its interest in the Local Limited Partnership generally consists of cash
reimbursement of capital contribution installment(s) paid to the Local Limited
Partnerships by Holding, assumption of the remaining capital contributions
payable due to the Local Limited Partnership and financing costs and interest
charged by Holding.  For all periods presented the Partnership
incurred financing costs of $7,252 and interest of $65,823 which are included in
investments in Local Limited Partnerships.  The accumulated
amortization of these financing costs and interest was $0, $0, $1,687, $723,
$6,699, $4,263 and $1,827 as of March 31, 2010, 2009, 2008, 2007, 2006, 2005 and
2004, respectively.  Impairment on the intangibles is measured by
comparing the Partnership’s total investment balance after impairment of
investments in Local Limited Partnerships to the sum of the total of the
remaining Low Income Housing Tax Credits allocated to the Partnership. If an
impairment loss related to the capitalized warehouse interest and costs are
recorded, the accumulated amortization is reduced to zero at that
time.





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





March
      31,2010
            
            2009
            
            2008
            
            2007
            
            2006
            
            2005
            
            2004Asset
      management fee payable
            $
            471,503
            $
            389,603
            $
            317,703
            $
            243,302
            $
            162,653
            $
            89,503
            $
            27,209Due
      to affiliate
            
            41
            
            41
            
            41
            
            41
            
            41
            
            41
            
            -Expenses
      paid by the General Partner or an affiliate on behalf of the
      Partnership
            
            6,449
            
            609
            
            3,060
            
            17,440
            
            29,821
            
            9,157
            
            2,326Total
            $
            477,993
            $
            390,253
            $
            320,804
            $
            260,783
            $
            192,515
            $
            98,701
            $
            29,535





The
Partnership currently has insufficient working capital to fund its operations.
Associates has agreed to continue providing advances sufficient enough to fund
the operations and working capital requirements of the Partnership through May
31, 2012.


68
 WNC
HOUSING TAX CREDIT FUND VI, L.P., SERIES 10
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS – CONTINUED
 
 For
the Years Ended March 31, 2010, 2009, 2008, 2007, 2006, 2005 and
2004


NOTE 4 – QUARTERLY RESULTS
OF OPERATIONS (UNAUDITED)





The
following is a summary of the quarterly operations for the years ended March 31
(rounded):





June
      30
            
            September
      30
            
            December
      31
            
            March
      312010Income
            $
            -
            $
            -
            $
            2,000
            $
            -Operating
      expenses
            
            (945,000)
            
            (26,000)
            
            (25,000)
            
            (25,000)Loss
      from operations
            
            (945,000)
            
            (26,000)
            
            (23,000)
            
            (25,000)Equity
      in losses of Local Limited Partnerships
            
            (97,000)
            
            (97,000)
            
            (97,000)
            
            (97,000)Net
      loss
            
            (1,042,000)
            
            (123,000)
            
            (120,000)
            
            (122,000)Net
      loss available to Limited Partners
            
            (1,041,000)
            
            (123,000)
            
            (120,000)
            
            (122,000)Net
      loss per Partnership Unit
            
            (79)
            
            (9)
            
            (9)
            
            (9)








June
      30
            
            September
      30
            
            December
      31
            
            March
      312009Income
            $
            5,000
            $
            2,000
            $
            -
            $
            -Operating
      expenses
            
            (1,551,000)
            
            (23,000)
            
            (26,000)
            
            (26,000)Loss
      from operations
            
            (1,546,000)
            
            (21,000)
            
            (26,000)
            
            (26,000)Equity
      in losses of Local Limited Partnerships
            
            (104,000)
            
            (104,000)
            
            (104,000)
            
            (105,000)Interest
      income
            
            -
            
            1,000
            
            -
            
            -Net
      loss
            
            (1,650,000)
            
            (124,000)
            
            (130,000)
            
            (131,000)Net
      loss available to Limited Partners
            
            (1,648,000)
            
            (124,000)
            
            (130,000)
            
            (131,000)Net
      loss per Partnership Unit
            
            (125)
            
            (10)
            
            (10)
            
            (10)





69
 WNC
HOUSING TAX CREDIT FUND VI, L.P., SERIES 10
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS – CONTINUED
 
 For
the Years Ended March 31, 2010, 2009, 2008, 2007, 2006, 2005 and
2004


NOTE 4 – QUARTERLY RESULTS
OF OPERATIONS (UNAUDITED), continued





June
      30
            
            September
      30
            
            December
      31
            
            March
      312008Income
            $
            -
            $
            4,000
            $
            -
            $
            2,000Operating
      expenses
            
            (404,000)
            
            (43,000)
            
            (31,000)
            
            (34,000)Loss
      from operations
            
            (404,000)
            
            (39,000)
            
            (31,000)
            
            (32,000)Equity
      in losses of Local Limited Partnerships
            
            (80,000)
            
            (80,000)
            
            (80,000)
            
            (82,000)Interest
      income
            
            3,000
            
            2,000
            
            2,000
            
            2,000Net
      loss
            
            (481,000)
            
            (117,000)
            
            (109,000)
            
            (112,000)Net
      loss available to Limited Partners
            
            (481,000)
            
            (117,000)
            
            (109,000)
            
            (112,000)Net
      loss per Partnership Unit
            
            (37)
            
            (9)
            
            (8)
            
            (8)








2007
            
            June
      30
            
            September
      30
            
            December
      31
            
            March
      31Income
            $
            1,000
            $
            -
            $
            -
            $
            -Operating
      expenses
            
            (312,000)
            
            (46,000)
            
            (32,000)
            
            (34,000)Loss
      from operations
            
            (311,000)
            
            (46,000)
            
            (32,000)
            
            (34,000)Equity
      in losses of Local Limited Partnerships
            
            (82,000)
            
            (82,000)
            
            (82,000)
            
            (83,000)Interest
      income
            
            4,000
            
            4,000
            
            4,000
            
            2,000Net
      loss
            
            (389,000)
            
            (124,000)
            
            (110,000)
            
            (108,000)Net
      income (loss) available to Limited Partners
            
            (389,000)
            
            (124,000)
            
            (110,000)
            
            (108,000)Net
      income (loss) per Partnership Unit
            
            (30)
            
            (9)
            
            (8)
            
            (8)





70
 WNC
HOUSING TAX CREDIT FUND VI, L.P., SERIES 10
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS – CONTINUED
 
 For
the Years Ended March 31, 2010, 2009, 2008, 2007, 2006, 2005 and
2004


NOTE 4 – QUARTERLY RESULTS
OF OPERATIONS (UNAUDITED), continued





June
      30
            
            September
      30
            
            December
      31
            
            March
      312006Income
            $
            -
            $
            -
            $
            1,000
            $
            2,000Operating
      expenses
            
            (41,000)
            
            (46,000)
            
            (37,000)
            
            (47,000)Loss
      from operations
            
            (41,000)
            
            (46,000)
            
            (36,000)
            
            (45,000)Equity
      in losses of Local Limited Partnerships
            
            (53,000)
            
            (53,000)
            
            (56,000)
            
            (195,000)Interest
      income
            
            4,000
            
            4,000
            
            4,000
            
            3,000Net
      loss
            
            (90,000)
            
            (95,000)
            
            (88,000)
            
            (237,000)Net
      loss available to Limited Partners
            
            (89,000)
            
            (95,000)
            
            (88,000)
            
            (237,000)Net
      loss per Partnership Unit
            
            (7)
            
            (7)
            
            (7)
            
            (18)





June
      30
            
            September
      30
            
            December
      31
            
            March
      312005Income
            $
            -
            $
            -
            $
            -
            $
            -Operating
      expenses
            
            (33,000)
            
            (48,000)
            
            (55,000)
            
            (29,000)Loss
      from operations
            
            (33,000)
            
            (48,000)
            
            (55,000)
            
            (29,000)Equity
      in losses of Local Limited Partnerships
            
            (31,000)
            
            (63,000)
            
            (35,000)
            
            (122,000)Interest
      income
            
            11,000
            
            8,000
            
            4,000
            
            4,000Net
      loss
            
            (53,000)
            
            (103,000)
            
            (86,000)
            
            (147,000)Net
      loss available to Limited Partners
            
            (53,000)
            
            (103,000)
            
            (86,000)
            
            (147,000)Net
      loss per Partnership Unit
            
            (4)
            
            (8)
            
            (7)
            
            (11)


71
 WNC
HOUSING TAX CREDIT FUND VI, L.P., SERIES 10
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS – CONTINUED
 
 For
the Years Ended March 31, 2010, 2009, 2008, 2007, 2006, 2005 and
2004


NOTE 4 – QUARTERLY RESULTS
OF OPERATIONS (UNAUDITED) CONTINUED





June
      30
            
            September
      30
            
            December
      31
            
            March
      312004Income
            $
            -
            $
            -
            $
            -
            $
            -Operating
      expenses
            
            (4,000)
            
            (21,000)
            
            (20,000)
            
            (22,000)Loss
      from operations
            
            (4,000)
            
            (21,000)
            
            (20,000)
            
            (22,000)Equity
      in income (losses) of Local Limited Partnerships
            
            -
            
            (64,000)
            
            (94,000)
            
            30,000Interest
      income
            
            -
            
            1,000
            
            1,000
            
            4,000Net
      income (loss)
            
            (4,000)
            
            (84,000)
            
            (113,000)
            
            12,000Net
      income (loss) available to Limited Partners
            
            (4,000)
            
            (84,000)
            
            (113,000)
            
            12,000Net
      income (loss) per Partnership Unit
            
            (2)
            
            (13)
            
            (10)
            
            2





NOTE 5 – PAYABLES TO LOCAL
LIMTED PARTNERSHIPS





Payables
to Local Limited Partnerships represent amounts which are due at various times
based on conditions specified in the Local Limited Partnership
agreements.  These contributions are payable in installments and are
generally due upon the Local Limited Partnerships achieving certain operating
and development benchmarks (generally within two years of the Partnership’s
initial investment). As of March 31, 2010, 2009, 2008, 2007, 2006, 2005 and
2004, $4,233, $4,233, $4,233, $4,233, $83,318, $633,165 and $1,822,497,
respectively, remain payable to the Local Limited Partnerships.


72





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





NONE





Item
9A(T). Controls and Procedures





(a)           Evaluation
of disclosure controls and procedures





As of the
end of the periods covered by this report, the Partnership’s General Partner,
under the supervision and with the participation of the Chief Executive Officer
and Chief Financial Officer of Associates, carried out an evaluation of the
effectiveness of the Partnership’s “disclosure controls and procedures” as
defined in Securities Exchange Act of 1934 Rules 13a-15 and 15d-15. Based on
that evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of the period covered by this report, the
Partnership’s disclosure controls and procedures were not effective to ensure
that material information required to be disclosed in the Partnership’s periodic
report filings with SEC is recorded, processed, summarized and reported within
the time period specified by the SEC’s rules and forms, consistent with the
definition of “disclosure controls and procedures” under the Securities Exchange
Act of 1934.





The
Partnership must rely on the Local Limited Partnerships to provide the
Partnership with certain information necessary to the timely filing of the
Partnership’s periodic reports. Factors in the accounting at the Local Limited
Partnerships have caused delays in the provision of such information during past
reporting periods, and resulted in the Partnership’s inability to file its
periodic reports in a timely manner.





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





(b)           Management’s annual report
on internal control over financial reporting





The
management of Associates is responsible for establishing and maintaining for the
Partnership adequate internal control over financial reporting as that term is
defined in Securities Exchange Act of 1934 Rules 13a-15(f) and 15d-15(f), and
for performing an assessment of the effectiveness of internal control over
financial reporting as of March 31, 2010, 2009, 2008, 2007, 2006, 2005 and 2004.
The internal control process of Associates, as it is applicable to the
Partnership, was designed to provide reasonable assurance to Associates
regarding the preparation and fair presentation of published financial
statements, and includes those policies and procedures that:





(1)
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      Partnership;


(2)
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles in the United States, and that the Partnership’s
      receipts and expenditures are being made only in accordance with
      authorization of the management of Associates;
  and


(3)
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the Partnership’s assets
      that could have a material effect on the financial
    statements.


73





All
internal control processes, no matter how well designed, have inherent
limitations. Therefore, even those processes determined to be effective can
provide only reasonable assurance with respect to the reliability of financial
statement preparation and presentation. Further, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions or that the degree of
compliance with the policies or procedures may deteriorate.





Management
of Associates assessed the effectiveness of its internal control over financial
reporting, as it is applicable to the Partnership, as of the end of the
Partnership’s most recent fiscal year. In making this assessment, it used the
criteria set forth in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based
on its assessment, management of Associates concluded that, for the reasons set
forth above under “Disclosure controls and procedures,” the internal control
over financial reporting, as it is applicable to the Partnership, was not
effective as of March 31, 2010, 2009, 2008, 2007, 2006, 2005 and 2004. This
annual report does not include an attestation report of the Partnership’s
independent registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by the
Partnership’s independent registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permit the
Partnership to provide only management’s report in this annual
report.





For
purposes of the Securities Exchange Act of 1934, the term “material weakness” is
a deficiency, or a combination of deficiencies, in a reporting company’s
internal control over financial reporting such that there is a reasonable
possibility that a material misstatement of the company's annual or interim
financial statements will not be prevented or detected on a timely
basis.  For the reasons discussed above in this Item 9A, sub-section
(a) under the caption “Disclosure Controls and Procedures,” the Partnership’s
internal control over financial reporting has not been effective in permitting
timely reporting of the Partnership’s financial
information.  Accordingly, the management of Associates believes that
this inability to generate timely reports constitutes a material weakness in its
internal control over financial reporting.





(c)           Changes in internal
controls





There
were no changes in the Partnership’s internal control over financial reporting
that occurred during the years ended March 31, 2010, 2009, 2008, 2007, 2006,
2005 and 2004 that materially affected, or are reasonably likely to materially
affect, the Partnership’s internal control over financial
reporting.


74





Item
9B. Other Information





NONE





PART
III.





Item
10. Directors, Executive Officers and Corporate Governance





(a)
            Identification of
      Directors, (b) Identification of Executive Officers, (c) Identification of
      Certain Significant Employees, (d) Family Relationships, and (e) Business
      Experience





Neither
the General Partner nor the Partnership has directors, executives officers or
employees of its own.  The business of the Partnership is conducted
primarily through Associates.  Associates is a California corporation
which was organized in 1971.  The following biographical information
is presented for the officers and employees of Associates with principal
responsibility for the Partnership’s affairs.





WNC &
Associates, Inc.is
a California corporation which was organized in 1971. Its officers and
significant employees are included in the following list, which also includes
certain officers of WNC Capital Corporation:





Wilfred
      N. Cooper, Sr.
            ChairmanWilfred
      N. Cooper, Jr.
            President
      and Chief Executive OfficerMichael
      J. Gaber
            Chief
      Operating Officer and Executive Vice PresidentDavid
      N. Shafer, Esq.
            Executive
      Vice PresidentDarrick
      Metz
            Senior
      Vice President - OriginationsMelanie
      R. Wenk
            Vice
      President – Accounting and Finance - Chief Financial
    OfficerThomas
      J. Hollingsworth
            Vice
      President – Portfolio ManagementPaula
      Hall
            Vice
      President – Asset ManagementChristine
      A. Cormier
            Vice
      President – Fund ManagementGregory
      S. Hand
            Vice
      President – AcquisitionsKelly
      Henderson
            Vice
      President – AcquisitionsThomas
      F. Maxwell
            Vice
      President – OriginationsKay
      L. Cooper
            Director
      of WNC & Associates, Inc.Jennifer
      E. Cooper
            Director
      of WNC & Associates, Inc.





In
addition to Wilfred N. Cooper, Sr., the directors of WNC & Associates, Inc.
are Wilfred N. Cooper, Jr., Kay L. Cooper and Jennifer E. Cooper.





Wilfred
N. Cooper, Sr., age 80, is the founder and Chairman of the Board of Directors of
WNC & Associates, Inc., a Director of WNC Capital Corporation, and a general
partner in some of the partnerships previously sponsored by WNC &
Associates, Inc. Mr. Cooper has been actively involved in the affordable housing
industry since 1968. Previously, during 1970 and 1971, he was founder and a
principal of Creative Equity Development Corporation, a predecessor of WNC &
Associates, Inc., and of Creative Equity Corporation, a real estate investment
firm. For 12 years before that, Mr. Cooper was employed by Rockwell
International Corporation, last serving as its manager of housing and urban
developments where he had responsibility for factory-built housing evaluation
and project management in urban planning and development. He has testified
before committees of the U.S. Senate and the U.S. House of Representatives on
matters pertaining to the affordable housing industry. Mr. Cooper is a Life
Director of the National Association of Home Builders (“NAHB”), a National
Trustee for NAHB’s Political Action Committee, and a past Chairman of NAHB’s
Multifamily Council. He is a Life Trustee of the National Housing Conference,
and a co-founder and Director Emeritus of the California Housing Consortium. He
is the husband of Kay Cooper and the father of Wilfred N. Cooper, Jr. Mr. Cooper
graduated from Pomona College in 1956 with a Bachelor of Arts
degree.


75





Wilfred
N. Cooper, Jr., age 48, is President, Chief Executive Officer, Secretary, a
Director and a member of the Acquisition Committee of WNC & Associates, Inc.
He is President and a Director of, and a registered principal with, WNC Capital
Corporation. He has been involved in real estate investment and acquisition
activities since 1988 when he joined WNC & Associates, Inc. Previously, he
served as a Government Affairs Assistant with Honda North America in Washington,
D.C. Mr. Cooper serves on the Orange County Advisory Board of U.S. Bank and the
New York State Association for Affordable Housing, the Board of Trustees of NHC,
and the Tax Policy Council of the National Trust for Historic
Preservation.  He is a member of the Urban Land Institute and of
Vistage International, a global network of business leaders and chief
executives. He is the son of Wilfred Cooper, Sr. and Kay Cooper. Mr. Cooper
graduated from The American University in 1985 with a Bachelor of Arts
degree.





Michael
J. Gaber, age 44, is Chief Operating Officer, an Executive Vice President, chair
of the Acquisition Committee and oversees the Property Acquisition and
Investment Management groups of WNC & Associates, Inc. Mr. Gaber has been
involved in real estate acquisition, valuation and investment activities since
1989 and has been associated with WNC & Associates, Inc. since 1997. Prior
to joining WNC & Associates, Inc., he was involved in the valuation and
classification of major assets, restructuring of debt and analysis of real
estate taxes with a large financial institution. Mr. Gaber is a member of the
Housing Credit Group of NAHB and of National Housing and Rehabilitation
Association (“NH&RA”). Mr. Gaber graduated from the California State
University, Fullerton in 1991 with a Bachelor of Science degree in Business
Administration – Finance.





David N.
Shafer, age 58, is an Executive Vice President, chair of the Portfolio
Disposition Committee, a member of the Acquisition Committee and oversees the
New Markets Tax Credit group of WNC & Associates, Inc. Mr. Shafer has been
active in the real estate industry since 1984. Before joining WNC &
Associates, Inc. in 1990, he was engaged as an attorney in the private practice
of law with a specialty in real estate and taxation. Mr. Shafer is a Director
and past President of the California Council of Affordable Housing, a Director
of the Council for Affordable and Rural Housing and a member of the State Bar of
California. Mr. Shafer graduated from the University of California at Santa
Barbara in 1978 with a Bachelor of Arts degree, from the New England School of
Law in 1983 with a Juris Doctor degree cum laude and from the University of San
Diego in 1986 with a Master of Laws degree in Taxation.





Darrick
Metz, age 40, is Senior Vice President – Originations of WNC & Associates,
Inc. He has been involved in multifamily property underwriting, acquisition and
investment activities since 1991. Prior to joining WNC in 1999, he was employed
by a Minnesota development company specializing in Tax Credit and market rate
multifamily projects. Mr. Metz also worked with the Minnesota Housing Finance
Agency (“MHFA”), where he held the position of Senior Housing Development
Officer. While at MHFA, he was responsible for the allocation of Tax Credits,
HOME funds and state loan products. Mr. Metz is active in the Qualified
Allocation Plan Tax Credit Advisory Committee for the Wisconsin Housing and
Economic Development Authority, a member of MHFA’s Multifamily Technical
Assistance and a board member of NH&RA. He graduated from St. Cloud State
University in 1993 with a Bachelor of Science degree in
finance/economics.





Melanie
R. Wenk, age 42, is Vice President – Accounting and Finance – Chief Financial
Officer of WNC & Associates, Inc. She oversees WNC’s corporate and
partnership accounting group, which is responsible for SEC reporting and New
Markets Tax Credit compliance. Prior to joining WNC in 2003, Ms. Wenk was
associated as a public accountant with BDO Seidman, LLP. She graduated from the
California Polytechnic State University, Pomona in 1999 with a Bachelor of
Science degree in accounting.





Thomas J.
Hollingsworth, age 60, is Vice President – Portfolio Management, a member of the
Acquisition Committee, and oversees the portfolio management group of WNC &
Associates, Inc. Mr. Hollingsworth has been involved in real estate
acquisitions, operations and syndication of multifamily properties for over 28
years. Prior to joining WNC in 2005, he was the senior workout specialist at Key
Corporation Housing Management, Inc., a division of Key Bank. He has also been
responsible for structuring several tax sheltered multifamily acquisitions
during his career. Mr. Hollingsworth graduated from the University of Utah in
1973 with a Bachelor of Science degree (cum laude) in Business
Administration.


76





Paula
Hall, age 44, is Vice President – Asset Management, a member of the Acquisition
Committee, and oversees the asset management group of WNC & Associates, Inc.
She joined WNC in 1997 and has more than 21 years of property management
experience. Ms. Hall is a Certified Occupancy Specialist (CPO), Housing Credit
Certified Professional (HCCP), and Certified Property Manager (CPM) candidate.
Prior to joining WNC, she was a property manager for NHP Property Management
(AIMCO) where she oversaw operations, training and development.





Christine
A. Cormier, age 52, is Vice President – Fund Management, a member of the
Placement Committee and the Disposition Committee, and oversees the fund
management group of WNC & Associates, Inc. Ms. Cormier has been active in
the real estate industry since 1985. Prior to joining WNC in 2008, Ms. Cormier
was with another major tax credit syndicator for over 12 years where she was the
Managing Director of investor relations. Ms. Cormier graduated from Bentley
University in 1982 with a Bachelor of Science degree (summa cum laude) in
accounting and computer science.





Gregory
S. Hand, age 47, is Vice President – Acquisitions and oversees the property
underwriting activities of the Irvine office of WNC & Associates, Inc. Mr.
Hand has been involved in real estate analysis, development and management since
1987. Prior to joining WNC in 1998, he was a portfolio asset manager with a
national Tax Credit sponsor with responsibility for the management of $200
million in assets. Prior to that, he was a finance manager with The Koll Company
and a financial analyst with The Irvine Company. Mr. Hand graduated from Iowa
State University in 1987 with a Bachelor of Business Administration degree in
finance.





Kelly
Henderson, Esq., age 38, is Vice President – Acquisitions and oversees the
property underwriting activities of the New York City office of WNC &
Associates, Inc. Prior to joining WNC in 2006, she was Vice President –
Acquisitions and Senior Counsel with a national Tax Credit
syndicator.  Ms. Henderson has been underwriting Tax Credit properties
since 1999. She graduated from the State University of New York at Geneseo in
1993 with a Bachelor of Arts degree in political science, and from the New
England School of Law in 1996 with a Juris Doctor degree.  She is
licensed to practice law in the States of New York and
Massachusetts.





Thomas F.
Maxwell, age 59, is Vice President – Originations of the Northeast Region. He
has 17 years of experience in the Tax Credit industry, and more than 30 years of
real estate experience, including originating, structuring and closing all types
of affordable housing developments. Prior to joining WNC in 2009, he served as a
team leader for a national Tax Credit syndicator for nine years. Mr. Maxwell
graduated from Case Western Reserve University in 1974 with a Bachelor of Arts
degree in English, and from Boston University in 1980 with a Master of Business
Administration degree.





Kay L.
Cooper, age 73, is a Director of WNC & Associates, Inc. and has not
otherwise been engaged in business activities during the previous five years.
Kay Cooper was the sole proprietor of Agate 108, a manufacturer and retailer of
home accessory products from 1975 until its sale in 1998. She is the wife of
Wilfred Cooper, Sr. and the mother of Wilfred Cooper, Jr. Ms. Cooper graduated
from the University of Southern California in 1958 with a Bachelor of Science
degree.





Jennifer
E. Cooper, age 47, is a Director of WNC & Associates, Inc. and has not
otherwise been engaged in business activities during the previous five years.
She is the wife of Wilfred Cooper, Jr. and attended the University of Texas from
1981 to 1986.


77





(f)
            Involvement in Certain
      Legal Proceedings





None.





(g)
            Promoters and Control
      Persons





Inapplicable.





(h)   Audit Committee Financial
Expert, and (i) Identification of the Audit Committee





Neither
the Partnership nor the General Partners, has an audit committee.








(j)   Changes to Nominating
Procedures





Inapplicable.





(k)  Compliance With Section
16(a) of the Exchange Act





None.





(l)   Code of
Ethics





Associates
has adopted a Code of Ethics which applies to the Chief Executive Officer and
Chief Financial Officer of Associates.  The Code of Ethics will be
provided without charge to any person who requests it.  Such requests
should be directed to:  Investor Relations at (714) 662-5565 extension
187.





Item
11.  Executive Compensation





The
General Partner and its affiliates are not permitted under Section 5.6 of the
Partnership’s Agreement of Limited Partnership (the “Agreement,” incorporated as
Exhibit 3.1 to this report) to receive any salary, fees, profits, distributions
or allocations from the Partnership or any Local Limited Partnership in which
the Partnership invests except as expressly allowed by the
Agreement.  The compensation and other economic benefits to the
General Partner and its Affiliates provided for in the Agreement are summarized
below.





(a)  Compensation for
Services





For
services rendered by the General Partner or an affiliate of the General Partner
in connection with the administration of the affairs of the Partnership, the
General Partner or any such affiliate may receive an annual asset management fee
not to exceed 0.5% of the invested assets of the Local Limited Partnerships,
including the Partnership’s allocable share of the mortgages.  The
asset management fee is payable with respect to the previous calendar quarter on
the first day of each calendar quarter during the year. Accrued but unpaid asset
management fees for any year are deferred without interest and are payable in
subsequent years from any funds available to the Partnership after payment of
all other costs and expenses of the Partnership, including any capital reserves
then determined by the General Partner to no longer be necessary to be retained
by the Partnership, or from the proceeds of a sale or refinancing of Partnership
assets.  Fees of $91,900, $91,900, $91,900, $91,900, $91,900, $77,335
and $27,168 were incurred during the years ended March 31, 2010, 2009, 2008,
2007, 2006, 2005 and 2004, respectively, of which $10,000, $20,000, $17,500,
$11,250, $18,750, $15,000 and $0 were paid during the years ended March 31,
2010, 2009, 2008, 2007, 2006, 2005 and 2004, respectively.


78




Subject
to a number of terms and conditions set forth in the Agreement, the General
Partner and its affiliates may be entitled to compensation for services actually
rendered or to be rendered in connection with (i) selecting, evaluating,
structuring, negotiating and closing the Partnership's investments in Local
Limited Partnership Interests, (ii) the acquisition or development of Properties
for the Local Limited Partnerships, or (iii) property management services
actually rendered by the General Partner or its affiliates respecting the
Properties owned by Local Limited Partnerships.  The Partnership has
completed its investment stage, so no compensation for the services in (i) or
(ii) has been paid during the period covered by this report and none will be
paid in the future.  None of the services described in (iii) were
rendered and no such compensation was payable for such services during the
periods covered by this report.





(b)  Operating
Expenses





Reimbursement
to the General Partner or any of its affiliates of Operating Cash Expenses is
subject to specific restrictions in Section 5.3.3 of the Partnership’s Agreement
of Limited Partnership (the “Agreement,” incorporated as Exhibit 3.1 to this
report).  The Agreement defines “Operating Cash Expenses”
as





“ . . .
the amount of cash disbursed by the Partnership . . . in the ordinary course of
business for the payment of its operating expenses, such as expenses for
management, utilities, repair and maintenance, insurance, investor
communications, legal, accounting, statistical and bookkeeping services, use of
computing or accounting equipment, travel and telephone expenses, salaries and
direct expenses of Partnership employees while engaged in Partnership business,
and any other operational and administrative expenses necessary for the prudent
operation of the Partnership. Without limiting the generality of the foregoing,
Operating Cash Expenses shall include fees paid by the Partnership to any
General Partner or any Affiliate of a General Partner permitted by this
Agreement and the actual cost of goods, materials and administrative services
used for or by the Partnership, whether incurred by a General Partner, an
Affiliate of a General Partner or a non-Affiliated Person in performing the
foregoing functions. As used in the preceding sentence, actual cost of goods and
materials means the actual cost of goods and materials used for or by the
Partnership and obtained from entities not Affiliated with a General Partner,
and actual cost of administrative services means the pro rata cost of personnel
(as if such persons were employees of the Partnership) associated therewith, but
in no event to exceed the Competitive amount.”





The
Agreement provides that no such reimbursement shall be permitted for services
for which a General Partner or any of its Affiliates is entitled to compensation
by way of a separate fee.  Furthermore, no such reimbursement is to be
made for (a) rent or depreciation, utilities, capital equipment or other such
administrative items, and (b) salaries, fringe benefits, travel expenses and
other administrative items incurred or allocated to any "controlling person" of
a General Partner or any Affiliate of a General Partner. For the purposes of
Section 5.3.4, "controlling person" includes, but is not limited to, any person,
however titled, who performs functions for a General Partner or any Affiliate of
a General Partner similar to those of: (1) chairman or member of the board of
directors; (2) executive management, such as president, vice president or senior
vice president, corporate secretary or treasurer; (3) senior management, such as
the vice president of an operating division who reports directly to executive
management; or (4) those holding 5% or more equity interest in such General
Partner or any such Affiliate of a General Partner or a person having the power
to direct or cause the direction of such General Partner or any such Affiliate
of a General Partner, whether through the ownership of voting securities, by
contract or otherwise.





The
unpaid operating expenses reimbursable to the General Partner or its affiliates
were $6,449, $609, $3,060, $17,440, $29,821, $9,157 and $2,326 for the years
ended March 31, 2010, 2009, 2008, 2007, 2006, 2005 and 2004,
respectively.  The Partnership reimbursed the General Partner or its
affiliates for operating expenses of $2,266 $9,009, $30,873, $31,707, $25,741,
$44,987 and $13,409, during the years ended March 31, 2010, 2009, 2008, 2007,
2006, 2005 and 2004, respectively.


79




(c)   Interest
in Partnership





The
General Partner receives 0.1% of the Partnership’s allocated Low Income Housing
Tax Credits, which approximated $1,330, $1,330, $1,308, $1,343, $1,125, $706 and
$262 for the years ended December 31, 2009, 2008, 2007, 2006, 2005, 2004
and  2003, respectively.  The General Partner is also
entitled to receive 0.1% of the Partnership’s operating income or losses, gain
or loss from the sale of property and operating cash distributions. There were
no distributions of operating cash to the General Partner during the years ended
March 31, 2010, 2009, 2008, 2007,  2006, 2005 and 2004.  The
General Partner has an interest in sale or refinancing proceeds as follows:
after the Limited Partners have received a return of their capital, General
Partner may receive an amount equal to its capital contribution, less any prior
distribution of such proceeds, then the General Partner may receive 10% and the
Limited Partners 90% of any remaining proceeds.  There were no such
distributions of cash to the General Partner during the years ended March 31,
2010, 2009, 2008, 2007, 2006, 2005 and 2004.





(d)   Subordinated
Disposition Fee





A
subordinated disposition fee in an amount equal to 1% of the sale price of real
estate sold by the Local Limited Partnerships.  Payment of this fee is
subordinated to the Limited Partners receiving distributions equal to their
capital contributions and their return on investment (as defined in the
Partnership Agreement) and is payable only if services are rendered in the sales
effort.  No such fee was incurred for all periods
presented.





Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters





(a)
            Securities Authorized
      for Issuance Under Equity Compensation
  Plans





The
      Partnership has no compensation plans under which interests in the
      Partnership are authorized for
issuance.





(b)
            Security Ownership of
      Certain Beneficial Owners





No
      person is known to own beneficially in excess of 5% of the outstanding
      Partnership Units.





(c)
            Security Ownership of
      Management





Neither
the General Partner, Associates, its affiliates, nor any of the officers or
directors of the General Partner, Associates or its affiliates own directly or
beneficially any Partnership Units.





(d)
            Changes in
      Control





The
management and control of Associates and its affiliates may be changed at any
time in accordance with its respective organizational documents, without the
consent or approval of the Limited Partners.  In addition, the
Partnership Agreement provides for the admission of one or more additional and
successor General Partners in certain circumstances.





First,
with the consent of the General Partner and a majority-in-interest of the
Limited Partners, the General Partner may designate one or more persons to be
successor or additional General Partners. In addition, the General Partner may,
without the consent of the Limited Partners, (i) substitute in its stead as
General Partner any entity which has, by merger, consolidation or otherwise,
acquired substantially all of its assets, stock or other evidence of equity
interest and continued its business, or (ii) cause to be admitted to the
Partnership an additional General Partner or Partners if it deems such admission
to be necessary or desirable so that the Partnership will be classified a
partnership for Federal income tax purposes.  Finally, a
majority-in-interest of the Limited Partners may at any time remove the General
Partner of the Partnership and elect a successor General
Partner.


80


Item
13.  Certain Relationships and Related Transactions, and Director
Independence





(a)
            The
      General Partner manages all of the Partnership’s affairs.  The
      transactions with the General Partner are primarily in the form of fees
      paid by the Partnership for services rendered to the Partnership,
      reimbursement of expenses, and the General Partner’s interests in the
      Partnership, as discussed in Item 11 and in the notes to the Partnership’s
      financial statements.





(b)
            The
      Partnership has no directors.





Item
14.  Principal Accountant Fees and Services





The
following is a summary of fees paid to the Partnership’s principal independent
registered public accounting firm for the years ended March 31:





2010
            
            2009
            
            2008
            
            2007
            
            2006
            
            2005
            
            2004Audit
      Fees
            $
            -
            $
            -
            $
            9,765
            $
            11,625
            $
            20,105
            $
            23,225
            $
            1,000Audit-related
      Fees
            
            -
            
            -
            
            -
            
            -
            
            -
            
            -
            
            -Tax
      Fees
            
            3,035
            
            2,890
            
            2,755
            
            2,625
            
            2,500
            
            2,075
            
            -All
      Other Fees
            
            -
            
            -
            
            -
            
            -
            
            -
            
            -
            
            -TOTAL
            $
            3,035
            $
            2,890
            $
            12,520
            $
            14,250
            $
            22,105
            $
            25,300
            $
            1,000


The
Partnership has no Audit Committee. All audit services and any permitted
non-audit services performed by the Partnership’s independent auditors are
preapproved by the General Partner.


81


PART
IV.





Item
15.  Exhibits and Financial Statement Schedules





(a)(1)
            List of Financial
      statements included in Part II
hereof





Balance
      Sheets, March 31, 2010, 2009, 2008, 2007, 2006, 2005 and
    2004


Statements
      of Operations for the years ended March 31, 2010, 2009, 2008, 2007, 2006,
      2005 and 2004


Statements
      of Partners’ Equity (Deficit) for the years ended March 31, 2010, 2009,
      2008, 2007, 2006, 2005 and 2004


Statements
      of Cash Flows for the years ended March 31, 2010, 2009, 2008, 2007, 2006,
      2005 and 2004


Notes
      to Financial Statements





(a)(2)
            List of Financial
      statement schedules included in Part IV
  hereof:





Schedule III, Real Estate Owned by
Local Limited Partnerships





(a)(3)
            Exhibits.





3.1
            Articles
      of incorporation and by-laws: The registrant is not
      incorporated.  The Partnership Agreement filed as Exhibit 28.1
      to Form 10-K for fiscal year ended December 31, 1995 is hereby
      incorporated herein by reference as Exhibit
3.1.





31.1
            Certification
      of the Chief Executive Officer pursuant to Rule 13a-14 and 15d-14 (filed
      herewith)





31.2
            Certification
      of the Chief Financial Officer pursuant to Rule 13a-14 and 15d-14 (filed
      herewith)





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





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





99.1
            Second
      Amendment to the Amended and Restated Agreement of Limited Partnership of
      Catoosa Senior Village, L.P. as exhibit 10.3 to Form 8-K/A Current Report
      dated September 5, 2003 is herein incorporated by reference as exhibit
      99.1.





99.2
            Amended
      and Restated Agreement of Limited Partnership of Humboldt Village, L.P. as
      exhibit 99.1 to Form 8-K Current Report dated June 8, 2004 is herein
      incorporated by reference as exhibit
99.2.





99.3
            Financial
      Statements of Catoosa Senior Village, L.P., as of and for the years ended
      December 31, 2005, 2004 and 2003 together with Independent Auditors’
      Report thereon; a significant subsidiary of the Partnership. (filed
      herewith)





99.4
            Financial
      Statements of Starlight, L.P., as of and for the years ended December 31,
      2009, 2008, 2007, 2006, 2005, 2004 and 2003 together with Independent
      Auditors’ Report thereon; a significant subsidiary of the Partnership.
      (filed herewith)


82





WNC
      Housing Tax Credit Fund VI, L.P., Series 10Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2010As
      of March 31, 2010
            
            Initial
      Cost to Partnership
            
            As
      of December 31, 2009Local
      Limited Partnership Name
            Location
            Total  Investment
      in Local Limited Partnership
            Amount
      of Investment Paid to Date
            Land
            Building
      & Improvements
            Cost
      Capitalized Subsequent to Acquisition
            Mortgage
      Balances of Local Limited Partnerships
            Land
            Building
      & Equipment
            Accumulated
      Depreciation
            Net
      Book ValueCatoosa
      Senior Village, L.P.
            Calhoun,
      Georgia
            $
      1,997,000
            $
      1,997,000
            $    456,000
            $  4,352,000
            $    9,000
            $  2,281,000
            $  456,000
            $  4,361,000
            $  956,000
            $  3,861,000FDI-Green
      Manor 2003, Ltd.
            Hempstead,
      Texas
            617,000
            613,000
            27,000
            1,734,000
            36,000
            1,118,000
            27,000
            1,770,000
            243,000
            1,554,000FDI-Pine
      Meadows 2003, Ltd.
            Prairie
      View, Texas
            668,000
            668,000
            47,000
            1,693,000
            61,000
            1,045,000
            47,000
            1,754,000
            244,000
            1,557,000Humboldt
      Village, L.P.
            Winnemucca,
      Nevada
            1,713,000
            1,713,000
            79,000
            4,223,000
            37,000
            2,311,000
            79,000
            4,260,000
            748,000
            3,591,000Melodie
      Meadows Associates, Ltd.
            Glencoe,
      Alabama
            1,569,000
            1,569,000
            209,000
            2,693,000
            1,000
            1,215,000
            209,000
            2,694,000
            550,000
            2,353,000Starlight
      Place, L.P.
            Americus,
      Georgia
            3,258,000
            3,258,000
            249,000
            4,396,000
            38,000
            369,000
            249,000
            4,434,000
            685,000
            3,998,000$ 9,822,000
            $ 9,818,000
            $  1,067,000
            $  19,091,000
            $    182,000
            $  8,339,000
            $  1,067,000
            $  19,273,000
            $  3,426,000
            $  16,914,000





83


WNC
      Housing Tax Credit Fund VI, L.P., Series 10Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2010For
      the Year Ended December 31, 2009Local
      Limited
              Partnership
      Name
            Rental
      Income
            Net
      Loss
            Year
      Investment Acquired
            Estimated
      Useful Life (Years)Catoosa
      Senior Village, L.P.
            $
      271,000
            $
      (101,000)
            2003
            40FDI-Green
      Manor 2003, Ltd.
            146,000
            (44,000)
            2004
            40FDI-Pine
      Meadows 2003, Ltd.
            266,000
            (1,000)
            2004
            40Humboldt
      Village, L.P.
            349,000
            (81,000)
            2004
            40Melodie
      Meadows Associates, Ltd.
            140,000
            (62,000)
            2003
            40Starlight
      Place, L.P.
            249,000
            (106,000)
            2004
            40$1,421,000
            $ (395,000)


84


WNC
      Housing Tax Credit Fund VI, L.P., Series 10Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2009As
      of March 31, 2009
            
            Initial
      Cost to Partnership
            
            As
      of December 31, 2008Local
      Limited Partnership Name
            Location
            Total  Investment
      in Local Limited Partnership
            Amount
      of Investment Paid to Date
            Land
            Building
      & Improvements
            Cost
      Capitalized Subsequent to Acquisition
            Mortgage
      Balances of Local Limited Partnerships
            Land
            Building
      & Equipment
            Accumulated
      Depreciation
            Net
      Book ValueCatoosa
      Senior Village, L.P.
            Calhoun,
      Georgia
            $
      1,997,000
            $
      1,997,000
            $    456,000
            $  4,352,000
            $  1,000
            $  2,297,000
            $  456,000
            $  4,353,000
            $  804,000
            $  4,004,000FDI-Green
      Manor 2003, Ltd.
            Hempstead,
      Texas
            617,000
            613,000
            27,000
            1,734,000
            32,000
            1,132,000
            27,000
            1,766,000
            196,000
            1,597,000FDI-Pine
      Meadows 2003, Ltd.
            Prairie
      View, Texas
            668,000
            668,000
            47,000
            1,693,000
            51,000
            1,061,000
            47,000
            1,744,000
            196,000
            1,595,000Humboldt
      Village, L.P.
            Winnemucca,
      Nevada
            1,713,000
            1,713,000
            79,000
            4,223,000
            31,000
            2,332,000
            79,000
            4,254,000
            610,000
            3,723,000Melodie
      Meadows Associates, Ltd.
            Glencoe,
      Alabama
            1,569,000
            1,569,000
            209,000
            2,693,000
            1,000
            1,216,000
            209,000
            2,694,000
            469,000
            2,434,000Starlight
      Place, L.P.
            Americus,
      Georgia
            3,258,000
            3,258,000
            249,000
            4,396,000
            38,000
            371,000
            249,000
            4,434,000
            532,000
            4,151,000$ 9,822,000
            $ 9,818,000
            $  1,067,000
            $  19,091,000
            $    154,000
            $  8,409,000
            $  1,067,000
            $  19,245,000
            $  2,808,000
            $  17,504,000





85


WNC
      Housing Tax Credit Fund VI, L.P., Series 10Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2009For
      the Year Ended December 31, 2008Local
      Limited
              Partnership
      Name
            Rental
      Income
            Net
      Loss
            Year
      Investment Acquired
            Estimated
      Useful Life (Years)Catoosa
      Senior Village, L.P.
            $
      250,000
            $
      (119,000)
            2003
            40FDI-Green
      Manor 2003, Ltd.
            161,000
            (52,000)
            2004
            40FDI-Pine
      Meadows 2003, Ltd.
            238,000
            (17,000)
            2004
            40Humboldt
      Village, L.P.
            362,000
            (67,000)
            2004
            40Melodie
      Meadows Associates, Ltd.
            135,000
            (62,000)
            2003
            40Starlight
      Place, L.P.
            236,000
            (106,000)
            2004
            40$ 1,382,000
            $ (423,000)


86


WNC
      Housing Tax Credit Fund VI, L.P., Series 10Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2008As
      of March 31, 2008
            
            Initial
      Cost to Partnership
            
            As
      of December 31, 2007Local
      Limited Partnership Name
            Location
            Total  Investment
      in Local Limited Partnership
            Amount
      of Investment Paid to Date
            Land
            Building
      & Improvements
            Cost
      Capitalized Subsequent to Acquisition
            Mortgage
      Balances of Local Limited Partnerships
            Land
            Building
      & Equipment
            Accumulated
      Depreciation
            Net
      Book ValueCatoosa
      Senior Village, L.P.
            Calhoun,
      Georgia
            $
      1,997,000
            $
      1,997,000
            $    456,000
            $  4,352,000
            $  1,000
            $  2,313,000
            $  456,000
            $  4,353,000
            $  655,000
            $  4,154,000FDI-Green
      Manor 2003, Ltd.
            Hempstead,
      Texas
            617,000
            613,000
            27,000
            1,734,000
            $   12,000
            1,145,000
            27,000
            1,746,000
            150,000
            1,623,000FDI-Pine
      Meadows 2003, Ltd.
            Prairie
      View, Texas
            668,000
            668,000
            47,000
            1,693,000
            35,000
            1,075,000
            47,000
            1,728,000
            147,000
            1,628,000Humboldt
      Village, L.P.
            Winnemucca,
      Nevada
            1,713,000
            1,713,000
            79,000
            4,223,000
            9,000
            2,353,000
            79,000
            4,232,000
            466,000
            3,845,000Melodie
      Meadows Associates, Ltd.
            Glencoe,
      Alabama
            1,569,000
            1,569,000
            209,000
            2,693,000
            1,000
            1,223,000
            209,000
            2,694,000
            388,000
            2,515,000Starlight
      Place, L.P.
            Americus,
      Georgia
            3,258,000
            3,258,000
            249,000
            4,396,000
            38,000
            372,000
            249,000
            4,434,000
            379,000
            4,304,000$ 9,822,000
            $ 9,818,000
            $  1,067,000
            $  19,091,000
            $    96,000
            $  8,481,000
            $  1,067,000
            $  19,187,000
            $  2,185,000
            $  18,069,000





87


WNC
      Housing Tax Credit Fund VI, L.P., Series 10Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2008For
      the Year Ended December 31, 2007Local
      Limited
              Partnership
      Name
            Rental
      Income
            Net
      Income
              (Loss)
            Year
      Investment Acquired
            Estimated
      Useful Life (Years)Catoosa
      Senior Village, L.P.
            $
      241,000
            $
      (103,000)
            2003
            40FDI-Green
      Manor 2003, Ltd.
            137,000
            (41,000)
            2004
            40FDI-Pine
      Meadows 2003, Ltd.
            258,000
            12,000
            2004
            40Humboldt
      Village, L.P.
            360,000
            (53,000)
            2004
            40Melodie
      Meadows Associates, Ltd.
            127,000
            (78,000)
            2003
            40Starlight
      Place, L.P.
            230,000
            (63,000)
            2004
            40$1,353,000
            $(326,000)





88





WNC
      Housing Tax Credit Fund VI, L.P., Series 10Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2007As
      of March 31, 2007
            
            Initial
      Cost to Partnership
            
            As
      of December 31, 2006Local
      Limited Partnership Name
            Location
            Total  Investment
      in Local Limited Partnership
            Amount
      of Investment Paid to Date
            Land
            Building
      & Improvements
            Cost
      Capitalized Subsequent to Acquisition
            Mortgage
      Balances of Local Limited Partnerships
            Land
            Building
      & Equipment
            Accumulated
      Depreciation
            Net
      Book ValueCatoosa
      Senior Village, L.P.
            Calhoun,
      Georgia
            $
      1,997,000
            $
      1,997,000
            $    456,000
            $  4,352,000
            $  1,000
            $  2,331,000
            $  456,000
            $  4,353,000
            $  503,000
            $  4,306,000FDI-Green
      Manor 2003, Ltd.
            Hempstead,
      Texas
            617,000
            613,000
            27,000
            1,734,000
            8,000
            1,158,000
            27,000
            1,742,000
            106,000
            1,663,000FDI-Pine
      Meadows 2003, Ltd.
            Prairie
      View, Texas
            668,000
            668,000
            47,000
            1,693,000
            26,000
            1,089,000
            47,000
            1,719,000
            103,000
            1,663,000Humboldt
      Village, L.P.
            Winnemucca,
      Nevada
            1,713,000
            1,713,000
            79,000
            4,223,000
            9,000
            2,376,000
            79,000
            4,232,000
            322,000
            3,989,000Melodie
      Meadows Associates, Ltd.
            Glencoe,
      Alabama
            1,569,000
            1,569,000
            209,000
            2,693,000
            1,000
            1,227,000
            209,000
            2,694,000
            307,000
            2,596,000Starlight
      Place, L.P.
            Americus,
      Georgia
            3,258,000
            3,258,000
            249,000
            4,396,000
            38,000
            374,000
            249,000
            4,434,000
            226,000
            4,457,000$ 9,822,000
            $ 9,818,000
            $  1,067,000
            $  19,091,000
            $  83,000
            $  8,555,000
            $  1,067,000
            $  19,174,000
            $ 1,567,000
            $  18,674,000





89


WNC
      Housing Tax Credit Fund VI, L.P., Series 10Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2007For
      the Year Ended December 31, 2006Local
      Limited
              Partnership
      Name
            Rental
      Income
            Net
      Income
              (Loss)
            Year
      Investment Acquired
            Estimated
      Useful Life (Years)Catoosa
      Senior Village, L.P.
            $
      233,000
            $
      (127,000)
            2003
            40FDI-Green
      Manor 2003, Ltd.
            153,000
            (12,000)
            2004
            40FDI-Pine
      Meadows 2003, Ltd.
            252,000
            25,000
            2004
            40Humboldt
      Village, L.P.
            402,000
            (9,000)
            2004
            40Melodie
      Meadows Associates, Ltd.
            122,000
            (74,000)
            2003
            40Starlight
      Place, L.P.
            217,000
            (133,000)
            2004
            40$ 1,379,000
            $ (330,000)





90





WNC
      Housing Tax Credit Fund VI, L.P., Series 10Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2006As
      of March 31, 2006
            
            Initial
      Cost to Partnership
            
            As
      of December 31, 2005Local
      Limited Partnership Name
            Location
            Total  Investment
      in Local Limited Partnership
            Amount
      of Investment Paid to Date
            Land
            Building
      & Improvements
            Cost
      Capitalized Subsequent to Acquisition
            Mortgage
      Balances of Local Limited Partnerships
            Land
            Building
      and Equipment
            Accumulated
      Depreciation
            Net
      Book ValueCatoosa
      Senior Village, L.P.
            Calhoun,
      Georgia
            $
      1,997,000
            $
      1,997,000
            $    456,000
            $  4,352,000
            $  1,000
            $  2,349,000
            $  456,000
            $  4,353,000
            $  352,000
            $  4,457,000FDI-Green
      Manor 2003, Ltd.
            Hempstead,
      Texas
            617,000
            534,000
            27,000
            1,734,000
            5,000
            1,169,000
            27,000
            1,739,000
            61,000
            1,705,000FDI-Pine
      Meadows 2003, Ltd.
            Prairie
      View, Texas
            668,000
            668,000
            47,000
            1,693,000
            12,000
            1,101,000
            47,000
            1,705,000
            59,000
            1,693,000Humboldt
      Village, L.P.
            Winnemucca,
      Nevada
            1,713,000
            1,713,000
            79,000
            4,223,000
            8,000
            2,396,000
            79,000
            4,231,000
            178,000
            4,132,000Melodie
      Meadows Associates, Ltd.
            Glencoe,
      Alabama
            1,569,000
            1,569,000
            209,000
            2,693,000
            1,000
            1,231,000
            209,000
            2,694,000
            227,000
            2,676,000Starlight
      Place, L.P.
            Americus,
      Georgia
            3,258,000
            3,258,000
            249,000
            4,396,000
            -
            375,000
            249,000
            4,396,000
            75,000
            4,570,000$ 9,822,000
            $ 9,739,000
            $  1,067,000
            $  19,091,000
            $  27,000
            $  8,621,000
            $  1,067,000
            $  19,118,000
            $  952,000
            $  19,233,000





91


WNC
      Housing Tax Credit Fund VI, L.P., Series 10Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2006For
      the Year Ended December 31, 2005Local
      Limited
              Partnership
      Name
            Rental
      Income
            Net
      Income
              (Loss)
            Year
      Investment Acquired
            Estimated
      Useful Life (Years)Catoosa
      Senior Village, L.P.
            $
      218,000
            $
      (121,000)
            2003
            40FDI-Green
      Manor 2003, Ltd.
            147,000
            (49,000)
            2004
            40FDI-Pine
      Meadows 2003, Ltd.
            247,000
            (29,000)
            2004
            40Humboldt
      Village, L.P.
            409,000
            12,000
            2004
            40Melodie
      Meadows Associates, Ltd.
            121,000
            (74,000)
            2003
            40Starlight
      Place, L.P.
            106,000
            (94,000)
            2004
            40$ 1,248,000
            $ (355,000)


92


WNC
      Housing Tax Credit Fund VI, L.P., Series 10Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2005As
      of March 31, 2005
            
            Initial
      Cost to Partnership
            
            As
      of December 31, 2004Local
      Limited Partnership Name
            Location
            Total  Investment
      in Local Limited Partnership
            Amount
      of Investment Paid to Date
            Land
            Building
      & Improvements
            Cost
      Capitalized Subsequent to Acquisition
            Mortgage
      Balances of Local Limited Partnerships
            Land
            Building,
      Construction in Progress  & Equipment
            Accumulated
      Depreciation
            Net
      Book ValueCatoosa
      Senior Village, L.P.
            Calhoun,
      Georgia
            $      1,997
      ,000
            $  1,997,000
            $    456,000
            $  4,352,000
            $        1
      ,000
            $      2,366,000
            $  456,000
            $        4,353,000
            $         201,000
            $         4,608,000FDI-Green
      Manor 2003, Ltd.
            Hempstead,
      Texas
            617,000
            408,000
            27,000
            1,734,000
            -
            1,179,000
            27,000
            1,734,000
            18,000
            1,743,000FDI-Pine
      Meadows 2003, Ltd.
            Prairie
      View, Texas
            687,000
            567,000
            47,000
            1,693,000
            -
            1,112,000
            47,000
            1,693,000
            15,000
            1,725,000Humboldt
      Village, L.P.
            Winnemucca,
      Nevada
            1,739,000
            1,579,000
            79,000
            4,223,000
            -
            2,414,000
            79,000
            4,223,000
            35,000
            4,267,000Melodie
      Meadows Associates, Ltd.
            Glencoe,
      Alabama
            1,569,000
            1,569,000
            209,000
            2,693,000
            1,000
            1,244,000
            209,000
            2,694,000
            145,000
            2,758,000Starlight
      Place, L.P.
            Americus,
      Georgia
            3,258,000
            3,114,000
            249,000*
            2,611,000*
            -
            -
            249,000
            2,611,000
            -
            2,860,000$         9,867,000
            $    9,234,000
            $  1,067,000
            $  17,306,000
            $         2,000
            $      8,315,000
            $  1,067,000
            $       17,308,000
            $         414,000
            $       17,961,000





* The
Local Limited Partnership is still under construction therefore significant
additional costs are going to be incurred.





93


WNC
      Housing Tax Credit Fund VI, L.P., Series 10Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2005For
      the Year Ended December 31, 2004Local
      Limited
              Partnership
      Name
            Rental
      Income
            Net
      Loss
            Year
      Investment Acquired
            Status
            Estimated
      Useful Life (Years)Catoosa
      Senior Village, L.P.
            $    215,000
            $   (115,000)
            2003
            Completed
            40FDI-Green
      Manor 2003, Ltd.
            82,000
            (11,000)
            2004
            Completed
            40FDI-Pine
      Meadows 2003, Ltd.
            126,000
            (9,000)
            2004
            Completed
            40Humboldt
      Village, L.P.
            199,000
            (14,000)
            2004
            Completed
            40Melodie
      Meadows Associates, Ltd.
            117
      ,000
            (66,000)
            2003
            Completed
            40Starlight
      Place, L.P.
            **
            **
            2004
            Construction
            40$    739
      ,000
            $  (215,000)





** As of
December 31, 2004 the Local Limited Partnership was under
construction.


94


WNC
      Housing Tax Credit Fund VI, L.P., Series 10Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2004As
      of March 31, 2004
            
            As
      of December 31, 2003Local
      Limited
              Partnership
      Name
            Location
            Total  Investment
      in Local Limited Partnership
            Amount
      of Investment Paid to Date
            Mortgage
      Balances of Local Limited Partnerships
            Land
            Building,
      Construction in Progress  & Equipment
            Accumulated
      Depreciation
            Net
      Book ValueCatoosa
      Senior Village, L.P.
            Calhoun,
      Georgia
            $       1,997,000
            $      1,579,000
            $   2,382,000
            $
      456,000
            $  4,353,000
            $    50,000
            $  4,758,000Humboldt
      Village, L.P.
            Winnemucca,
      Nevada
            1,754,000
            350,000
            **
            **
            **
            **
            **Melodie
      Meadows Associates, Ltd.
            Glencoe,
      Alabama
            1,569,000
            1,568,000
            1,243,000
            209,000
            2,693,000
            65,000
            2,837,000$    5,320,000
            $    3,497,000
            $    3,625,000
            $ 665,000
            $   7,045,000
            $    115,000
            $   7,595,000





**  The
Local Limited Partnership was not acquired until February 2004.


95


WNC
      Housing Tax Credit Fund VI, L.P., Series 10Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2004For
      the Year Ended December 31, 2003Local
      Limited
              Partnership
      Name
            Rental
      Income
            Net
      Income
              (Loss)
            Year
      Investment Acquired
            Status
            Estimated
      Useful Life (Years)Catoosa
      Senior Village, L.P.
            $      89,000
            $   (39,000)
            2003
            Completed
            40Humboldt
      Village, L.P.
            **
            **
            2004
            **
            **Melodie
      Meadows Associates, Ltd.
            89,000
            (64,000)
            2003
            Completed
            40$     178,000
            $  (103,000)





**  The
Local Limited Partnership was not acquired until February 2004.


96





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.





WNC
HOUSING TAX CREDIT FUND VI, L.P., SERIES 10








By:  WNC
& ASSOCIATES, INC. General Partner











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


Wilfred
N. Cooper, Jr.,


President
of WNC & Associates, Inc.





Date:           May
27, 2011





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.











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


Wilfred
N. Cooper, Jr.,


Chief
Executive Officer, President and Director of WNC & Associates, Inc.
(principal executive officer)





Date:          May
27, 2011











By:           /s/ Melanie R.
Wenk


Melanie
R. Wenk,


Vice-President
- Chief Financial Officer of WNC & Associates, Inc. (principal financial
officer and principal accounting officer)





Date:          May
27, 2011











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


Wilfred
N. Cooper, Sr.,


Chairman
of the Board of WNC & Associates, Inc.





Date:           May
27, 2011








By:           /s/ Kay L.
Cooper


Kay L.
Cooper


Director
of WNC & Associates, Inc.





Date:         May
27, 2011


97