FORM 10-K AMENDMENT NUMBER 1

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   (Mark One)

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

                    For the fiscal year ended March 31, 2003

                                       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: 333-67682


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

                    California                           33-0974362
                  (State or other jurisdiction of     (I.R.S. Employer
               incorporation or organization)         Identification No.)


              3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626

                                 (714) 662-5565

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

                                      NONE

           Securities registered pursuant to section12(g) of the Act:

                      UNITS OF LIMITED PARTNERSHIP INTEREST



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 X No ____

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. <060>o<048><057><057><062>

                                       1
<PAGE>

Indicate by check mark whether the registrant is an accelerated filer.
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).

                                       2

<PAGE>


PART 1.

Item 1.  Business

Organization

WNC Housing Tax Credit Fund, VI, L.P., Series 10 (the  "Partnership") was formed
under the  California  Revised  Limited  Partnership  Act on July 17, 2001,  and
commenced  operations on February 28, 2003. The Partnership was formed to invest
primarily in other limited  partnerships  or limited  liability  companies  (the
"Local Limited  Partnerships")  which will own and operate  multifamily  housing
complexes  that are  eligible  for  low-income  housing  federal and, in certain
cases, California income tax credits ("Low-Income Housing Credit").

The general partner of the Partnership is WNC & Associates,  Inc.  ("Associates"
or the "General  Partner".) The chairman and the president own substantially all
of the  outstanding  stock of  Associates.  The business of the  Partnership  is
conducted primarily through  Associates,  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 ("Units"),  at
a price of $1,000 per Unit. As of March 31, 2003, the  Partnership  had accepted
no subscriptions for Units.  Holders of Units are referred to herein as "Limited
Partners."  Effective  May 15, 2003,  the  Partnership  had received the minimum
subscriptions for units required to break escrow. Accordingly, from May 15, 2003
and through May 20, 2003, the Partnership has accepted  subscriptions  for 1,810
units,  for which it has  received  $1,635,360  in cash,  net of a $140  volume/
dealer  discount,  $72,000 in  promissory  notes and  $102,500 in  subscriptions
receivable.

Description of Business

The  Partnership's  principal  business  objective  is to  provide  its  Limited
Partners with Low-Income Housing 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  multi-family
housing complex (the "Housing  Complexes") which will qualify for the Low-Income
Housing Credit.  In general,  under Section 42 of the Internal  Revenue Code, an
owner of low-income housing can receive the Low-Income Housing Credit to be used
to reduce  Federal  taxes  otherwise due in each year of a ten-year  period.  In
general,  under Section 17058 of the  California  Revenue and Taxation  Code, an
owner of low-income housing can receive the Low-Income Housing Credit to be used
against California taxes otherwise due in each year of a four-year period.  Each
Housing Complex is subject to a fifteen-year  compliance period (the "Compliance
Period"),  and under state law may have to be maintained  as low-income  housing
for 30 or more years.

In general,  in order to avoid  recapture of  Low-Income  Housing  Credits,  the
Partnership  does not  expect  that it will  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.  Because  of  (i)  the  nature  of  the  Housing
Complexes,  (ii) the  difficulty of predicting  the resale market for low-income
housing  15 or more years in the  future,  and (iii) the  ability of  government
lenders to  disapprove  of transfer,  it is not possible at this time to predict
whether 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,  as amended "by Supplements thereto" (the "Partnership Agreement"),
will be able to be accomplished  promptly at the end of the 15-year period. If a
Local  Limited  Partnership  is  unable  to  sell  its  Housing  Complex,  it is
anticipated that the local general partner ("Local General Partner") will either
continue to operate such Housing Complex or take such other actions as the Local
General  Partner  believes  to be in the  best  interest  of the  Local  Limited
Partnership.  Notwithstanding the preceding, circumstances beyond the control of
the  General  Partner  or the  Local  General  Partners  may  occur  during  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 Credits.

                                       3
<PAGE>


Certain Risks and Uncertainties

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

The  Low-Income  Housing Credit rules are extremely  complicated.  Noncompliance
with these rules results in the loss of future  Low-Income  Housing  Credits and
the fractional  recapture of Low-Income  Housing  Credits already taken. In most
cases the annual amount of Low-Income Housing 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 profit. Accordingly,  the Partnership may be unable to distribute
any cash to its investors.  Low-Income  Housing  Credits may be the only benefit
from an investment in the Partnership.

The  Partnership  expects  to  invest  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
will be subject to mortgage indebtedness.  If a Local Limited Partnership failed
to pay its  mortgage,  it could  lose its  Housing  Complex in  foreclosure.  If
foreclosure  were to occur during the first 15 years,  the loss of any remaining
future Low-Income  Housing Credits,  a fractional  recapture of prior Low-Income
Housing  Credits,  and a loss of the  Partnership's  investment  in the  Housing
Complex would occur.  The Partnership  will be 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,  will be 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
Credits and recapture of Low-Income  Housing 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
Credits and tax losses  allocable to the  investors  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 Units exists or is expected to develop.  Investors may
be unable to sell their Units  except at a discount  and should  consider  their
Units to be a long-term  investment.  Individual investors will have no recourse
if they  disagree  with actions  authorized by a vote of the majority of Limited
Partners.

Item 2. Properties

None

                                       4
<PAGE>



Item 3.  Legal Proceedings

None

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

None

PART II.

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

Item 5a.

(a)  The Units are not traded on a public  exchange but are being sold through a
     public offering.  It is not anticipated that any public market will develop
     for the  purchase  and sale of any  Unit.  Units  can be  assigned  only if
     certain requirements in the Partnership Agreement are satisfied.

(b)  At March 31, 2003, the  Partnership had one Limited  Partner,  which was in
     affiliate of WNC and Associates, Inc.

(c)  The  Partnership is not designed to provide cash  distributions  to Limited
     Partners in  circumstances  other than  refinancing  or  disposition of its
     investments in Local Limited Partnerships.

(d)  No unregistered  securities  were sold by the  Partnership  during the year
     ended March 31, 2003.

Item 5b.

The Partnership is currently  conducting an offering  pursuant to a registration
statement  (Commission  File No.  333-67670),  which was  declared  effective on
November 14, 2001 and was  recently  supplemented  on February  28, 2003.  As of
March 31, 2003, the Partnership had not accepted any subscriptions for Units.



                                       5
<PAGE>


Item 6.  Selected Financial Data

Selected balance sheet information for the Partnership is as follows:
<TABLE>
<CAPTION>

                                                                                                 March 31
                                                                                              ----------------
                                                                                                   2003
                                                                                              ----------------

<S>                                                                                         <C>
ASSETS

Cash and cash equivalents                                                                   $           1,100


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

                                                                                            $           1,100
                                                                                              ================
LIABILITIES AND PARTNERS' EQUITY

Commitments and Contingencies

Partners' equity:
   General Partner                                                                                        100
   Initial limited partner                                                                              1,000
                                                                                              ----------------

                                                                                            $           1,100
                                                                                              ================

Selected results of operations, cash flows, and other information for the Partnership for the following period:

                                                                                              For the period
                                                                                                   from
                                                                                               February 28,
                                                                                                2003 (date
                                                                                                operations

                                                                                              commenced)to
                                                                                              March 31, 2003
                                                                                             -----------------

Net loss                                                                                   $                -
                                                                                             =================

Net loss allocated to:
  General partner                                                                          $                -
                                                                                             =================

  Limited partners                                                                         $                -
                                                                                             =================

Net loss  per limited partner
  unit                                                                                     $                -
                                                                                             =================

Outstanding weighted limited
  partner units                                                                                             -
                                                                                             =================
</TABLE>

                                       6

<PAGE>

<TABLE>
<CAPTION>


                                                                                                  For the period
                                                                                                   from February 28,
                                                                                                      2003(date
                                                                                                      operation
                                                                                                    commenced)to
                                                                                                    March 31, 2003
                                                                                                  ---------------------

<S>                                                                                                  <C>
Net cash provided by (used in):
  Operating activities                                                                               $               -
  Investing activities                                                                                               -
  Financing activities                                                                                               -
                                                                                                       ----------------

Net change in cash and cash
  equivalents                                                                                                        -

Cash and cash equivalents,
  beginning of period                                                                                            1,100
                                                                                                       ----------------

Cash and cash equivalents, end
  of period                                                                                          $           1,100
                                                                                                       ================
</TABLE>

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,
"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,  our  future  cash  flows and  ability  to  obtain  sufficient
financing, level of operating expenses, conditions in the low-income housing tax
credit property market and the economy in general, as well as legal proceedings.
Historical  results are not necessarily  indicative of the operating results for
any future period.

Subsequent  written and oral forward  looking  statements  attributable to us or
persons  acting on our behalf  are  expressly  qualified  in their  entirety  by
cautionary  statements  in this Form 10-K and in other reports we 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  its 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.

                                       7
<PAGE>

Method of Accounting For Investments in Limited Partnerships

The Partnership will account for its investments in 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 or distributions  received.  The Partnership will
review  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 a comparison of the carrying
amount to future  undiscounted  net cash flows  expected to be generated.  If an
investment  is  considered  to be impaired,  the  impairment to be recognized is
measured by the amount by which the carrying  amount of the  investment  exceeds
fair value.  The  accounting  policies  of the Local  Limited  Partnerships  are
expected  to be  generally  consistent  with  those  of the  Partnership.  Costs
incurred by the Partnership in acquiring the investments  will be capitalized as
part of the investment account and are being amortized over 30 years.

Equity in losses of the Local Limited  Partnerships for each year ended March 31
will be recorded  by the  Partnership  based on nine months of reported  results
provided by the Local Limited  Partnerships  for each year ended December 31 and
on three months of results  estimated by management of the  Partnership for each
three-month  period ended March 31.  Management's  estimate for the  three-month
period will be based on either actual  unaudited  results  reported by the Local
Limited Partnerships or historical trends in the operations of the Local Limited
Partnrships.  Equity  in  losses  of the  Local  Limited  Partnerships  will  be
recognized in the financial  statements until the related  investment account is
reduced to a zero  balance.  Losses  incurred  after the  investment  account is
reduced to zero will not be recognized. 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.

Distributions received from the Local Limited Partnerships will be accounted for
as a reduction  of the  investment  balance.  Distributions  received  after the
investment has reached zero will be recognized as income.

Income Taxes

No provision  for income taxes will be recorded in the  financial  statements as
any  liability  for income taxes will be the  obligation  of the partners of the
Partnership.

Certain Risks and Uncertainties

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

The  Low-Income  Housing Credit rules are extremely  complicated.  Noncompliance
with these rules results in the loss of future  Low-Income  Housing  Credits and
the fractional  recapture of Low-Income  Housing  Credits already taken. In most
cases the annual amount of Low-Income Housing 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 profit. Accordingly,  the Partnership may be unable to distribute
any cash to its investors.  Low-Income  Housing  Credits may be the only benefit
from an investment in the Partnership.

The  Partnership  expects  to  invest  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
will be subject to mortgage indebtedness.  If a Local Limited Partnership failed
to pay its  mortgage,  it could  lose its  Housing  Complex in  foreclosure.  If
foreclosure  were to occur during the first 15 years,  the loss of any remaining
future Low-Income  Housing Credits,  a fractional  recapture of prior Low-Income
Housing  Credits,  and a loss of the  Partnership's  investment  in the  Housing
Complex would occur.  The Partnership  will be 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

                                       8
<PAGE>


in Local Limited Partnerships,  nor the Local Limited Partnerships'  investments
in Housing  Complexes,  will be 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  Credits and  recapture of  Low-Income
Housing 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
Credits and tax losses  allocable to the  investors  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 Units exists or is expected to develop.  Investors may
be unable to sell their Units  except at a discount  and should  consider  their
Units to be a long-term  investment.  Individual investors will have no recourse
if they  disagree  with actions  authorized by a vote of the majority of Limited
Partners.

Financial Condition

The Partnership's assets at March 31, 2003 consisted of $1,100 in cash.

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 ("Units"),  at
a price of $1,000 per Unit. As of March 31, 2003, the  Partnership  had accepted
no subscriptions for Units.  Holders of Units are referred to herein as "Limited
Partners."  Effective  May 15, 2003,  the  Partnership  had received the minimum
subscriptions for units required to break escrow. Accordingly, from May 15, 2003
and through May 20, 2003, the Partnership has accepted  subscriptions  for 1,810
units,  for which it has  received  $1,635,360  in cash,  net of a $140  volume/
dealer  discount,  $72,000 in  promissory  notes and  $102,500 in  subscriptions
receivable.

Results of Operations

The Partnership commenced operations on February 28, 2003. As of March 31, 2003,
the  Partnership  has 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.  Furthermore,  there are no  comparative
results of operations or financial  condition  from prior periods to report.  In
addition, there were no Low-Income  Housing Credits  available for allocation to
the partners.

Liquidity and Capital Resources

The Partnership had no cash flows from operating or investing activities for the
period ended March 31, 2003.

Since March 31, 2003, the  Partnership  has raised  $1,635,360 of equity capital
sufficient to satisfy all of its  identified  obligations.  In this regard,  the
Partnership  expects  its future  cash flows,  together  with its net  available
assets at March 31, 2003, to be  sufficient  to meet all  currently  foreseeable
future cash requirements.

                                        9
<PAGE>



<TABLE>
<CAPTION>

Future Contractual Cash Obligations

The following table summarizes our future contractual cash obligations as of March 31, 2003:

                                     2004       2005        2006       2007       2008      Thereafter     Total

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

<S>                              <C>        <C>         <C>        <C>        <C>         <C>           <C>
Asset Management Fees            $        - $        -  $        - $        - $        -  $          -  $        -
Capital Contributions Payable
   to Lower Tier Partnerships             -          -           -          -          -             -           -
                                   ---------  ---------   ---------  ---------  ---------   -----------   ---------
Total contractual cash
obligations                      $        - $        -  $        - $        - $        -  $          -  $        -
                                   =========  =========   =========  =========  =========   ===========   =========
</TABLE>

As of March 31, 2003 there are no Asset Management Fees or Capital Contributions
Payable to Lower Tier  Partnerships due to the fact that the Partnership had not
acquired any investments in Local Limited Partnerships as of March 31, 2003.

Impact of New Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  ("SFAS")  No. 143,  "Accounting  for Asset
Retirement  Obligations",  which requires that the fair value of a liability for
an asset  retirement  obligation  be  recognized  in the  period  in which it is
incurred with the associated asset retirement costs being  capitalized as a part
of the  carrying  amount of the  long-lived  asset.  SFAS No. 143 also  includes
disclosure   requirements   that  provide  a  description  of  asset  retirement
obligations   and   reconciliation   of  changes  in  the  components  of  those
obligations.  The statement is effective for fiscal years  beginning  after June
15, 2002. The Partnership does not expect the adoption of SFAS No. 143 to have a
material  effect  on  the  Partnership's   financial   position  or  results  of
operations.

In August  2001,  the FASB  issued  SFAS No.  144,  "Impairment  or  Disposal of
Long-Lived  Assets," which addresses  accounting and financial reporting for the
impairment or disposal of long-lived assets. This standard was effective for the
Partnership's  financial statements at the date operations  commenced,  February
28, 2003. The  implementation  of SFAS No. 144 did not have a material impact on
the Partnership's financial position or results of operations.

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections."
SFAS No. 145 rescinded three previously  issued  statements and amended SFAS No.
13, "Accounting for Leases." The statement provides reporting standards for debt
extinguishments   and   provides   accounting   standards   for  certain   lease
modifications that have economic effects similar to sale-leaseback transactions.
The statement is effective for certain lease  transactions  occurring  after May
15,  2002 and all other  provisions  of the  statement  shall be  effective  for
financial statements issued on or after May 15, 2002. The implementation of SFAS
No. 145 did not have a material impact on the Partnership's  financial  position
or results of operations.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or  Disposal  Activities,"  which  updates  accounting  and  reporting
standards for personnel and operational restructurings.  The Partnership adopted
SFAS No. 146 for exit,  disposal  or other  restructuring  activities  initiated
after  December 31,  2002.  The adoption of SFAS No. 146 did not have a material
effect on the Partnership's financial position or results of operations.

In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"), "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of Others."  The adoption of FIN 45 did not have a
material  impact  on  the  Partnership's   financial   position  or  results  of
operations.

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation  - Transition  and Disclosure - an Amendment to SFAS No. 123." SFAS
No. 148 provides alternative methods of transition for a voluntary change to the
fair value based method on accounting for stock-based employee compensation. The


                                       10
<PAGE>


implementation  of SFAS No. 148 is not expected to have a material effect on the
Partnership's financial position or results of operations.

In  January   2003,   the  FASB  issued   Interpretation   No.  46  ("FIN  46"),
"Consolidation  of Variable  Interest  Entities." The adoption of FIN 46 did not
have a material  impact on the  Partnership's  financial  position or results of
operations.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

NONE.

Item 8.  Financial Statements and Supplementary Data

                                       11
<PAGE>




               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------


To the Partners
WNC Housing Tax Credit Fund VI, L.P., Series 10


We have audited the  accompanying  balance  sheet of WNC Housing Tax Credit Fund
VI, L.P., Series 10 (a California Limited Partnership) (the "Partnership") as of
March 31, 2003, and the related  statements of operations,  partners' equity and
cash flows for the period February 28, 2003 (date operations  commenced) through
March  31,  2003.  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 auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  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 WNC Housing Tax Credit Fund VI,
L.P., Series 10 (a California Limited Partnership) as of March 31, 2003, and the
results of its  operations  and its cash flows for the period  February 28, 2003
(date operations commenced) through March 31, 2003 in conformity with accounting
principles generally accepted in the United States of America.




                                                /s/ BDO SEIDMAN, LLP




Costa Mesa, California
May 20, 2003

                                       12
<PAGE>


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

                                  BALANCE SHEET
<TABLE>
<CAPTION>


                                                                                                    March 31,
                                                                                                       2003
                                                                                                   -------------
<S>                                                                                              <C>
ASSETS

Cash and cash equivalents                                                                        $        1,100
                                                                                                   -------------

                                                                                                 $        1,100
                                                                                                   =============

LIABILITIES AND PARTNERS' EQUITY

Commitments and contingencies (Note 2)

Partners' equity (Note 4)
   General partner                                                                                          100
   Initial limited partner                                                                                1,000
                                                                                                   -------------

     Total partners' equity                                                                      $        1,100
                                                                                                   =============
</TABLE>

                 See accompanying notes to financial statements
                                       13

<PAGE>


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

                             STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>





                                                                                                      For The Period
                                                                                                       February 28,
                                                                                                        2003 (Date
                                                                                                        Operations
                                                                                                        Commenced)
                                                                                                          through
                                                                                                      March 31, 2003
                                                                                                     ------------------

<S>                                                                                                <C>
Interest income                                                                                    $                 -
                                                                                                     ------------------

Operating expenses:

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

Loss from operations                                                                                                 -
                                                                                                     ------------------

Net income (loss)                                                                                  $                 -
                                                                                                     ==================

Net income (loss) allocated to:
   General partner                                                                                 $                 -
                                                                                                     ==================

   Limited partners                                                                                $                 -
                                                                                                     ==================

Net income (loss) per limited partner unit                                                         $                 -
                                                                                                     ==================

Outstanding weighted limited partner units                                                                           0
                                                                                                     ==================
</TABLE>
                 See accompanying notes to financial statements
                                       14


<PAGE>


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

                          STATEMENT OF PARTNERS' EQUITY

          For The Period February 28, 2003 (Date Operations Commenced)
                             through March 31, 2003
<TABLE>
<CAPTION>


                                                               General            Limited              Total
                                                               Partner            Partner
                                                            ---------------    ---------------     ---------------

<S>                                                       <C>                <C>                 <C>
Contribution from General Partner and initial
   limited partner                                        $            100   $          1,000    $          1,100
                                                            ---------------    ---------------     ---------------

Partners' equity at March 31, 2003                        $            100   $          1,000    $          1,100
                                                            ===============    ===============     ===============
</TABLE>
                 See accompanying notes to financial statements
                                       15

<PAGE>


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

                             STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>





                                                                                                      For The Period
                                                                                                       February 28,
                                                                                                        2003 (Date
                                                                                                        Operations
                                                                                                        Commenced)
                                                                                                          through
                                                                                                      March 31, 2003
                                                                                                     ------------------

<S>                                                                                                <C>
Cash flows from operating activities:
   Net income (loss)                                                                               $                 -
   Adjustments to reconcile net income to
     net cash provided by  operating activities:

Net cash provided by (used in) operating
  activities                                                                                                         -
                                                                                                     ------------------

Cash flows from investing activities:
   Capitalized acquisition costs and fees                                                                            -
                                                                                                     ------------------

Net cash provided by (used in) investing activities                                                                  -
                                                                                                     ------------------

Cash flows from financing activities:
   Capital contributions                                                                                             -
   Offering expenses                                                                                                 -
                                                                                                     ------------------

Net cash provided by (used in) financing activities                                                                  -
                                                                                                     ------------------

Net increase in cash and cash
  equivalents                                                                                                        -

Cash and cash equivalents, beginning of period                                                                   1,100
                                                                                                     ------------------

Cash and cash equivalents, end of period                                                           $             1,100
                                                                                                     ==================
</TABLE>
                 See accompanying notes to financial statements
                                       16

<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

          For The Period February 28, 2003 (Date Operations Commenced)
                             through March 31, 2003


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

Organization
------------

WNC  Housing  Tax  Credit  Fund  VI,  L.P.,  Series  10,  a  California  Limited
Partnership (the  "Partnership"),  was formed on July 17, 2001 under the laws of
the state of  California,  and commenced  operations  on February 28, 2003.  The
Partnership  was formed to invest  primarily in other limited  partnerships  and
limited  liability  companies (the "Local Limited  Partnerships")  which own and
operate multi-family housing complexes (the "Housing Complex") that are eligible
for  low-income  housing tax credits.  The local  general  partners  (the "Local
General Partners") of each Local Limited  Partnership retain  responsibility for
maintaining, operating and managing the Housing Complex.

The general partner of the Partnership is WNC & Associates,  Inc.  ("Associates"
or the "General  Partner".) The chairman and the president own substantially all
of the  outstanding  stock of  Associates.  The  initial  limited  partner is an
affiliate of Associates.  The business of the Partnership is conducted primarily
through Associates, 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  authorizes the sale of up to 25,000 units at $1,000
per Unit ("Units").  As of March 31, 2003, no  subscriptions  for Units had been
accepted  by  the  Partnership  as  the  required  minimum  offering  amount  of
$1,400,000 had not been achieved.  Such minimum was achieved subsequent to March
31,  2003 (see Note 4).  Holders  of Units are  referred  to herein as  "Limited
Partners."  The General  Partner has a 0.1%  interest in  operating  profits and
losses,  taxable income and losses,  in cash available for distribution from the
Partnership  and  tax  credits.  The  Limited  Partners  will be  allocated  the
remaining 99.9% interest in proportion to their respective investments.

After the Limited  Partners  have received  proceeds from a sale or  refinancing
equal to their capital  contributions and their return on investment (as defined
in the  Partnership  Agreement)  and the General  Partner has received  proceeds
equal  to its  capital  contribution  and a  subordinated  disposition  fee  (as
described in Note 3) 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.


                                       17
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

          For The Period February 28, 2003 (Date Operations Commenced)
                             through March 31, 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
--------------------------------------------------------------

Risks and Uncertainties
-----------------------

The  Partnership's  future  investments  in Local Limited  Partnerships  will be
subject to the risks  incident to the  management  and  ownership of  low-income
housing and to the  management  and  ownership of  multi-unit  residential  real
estate. Some of these risks are that the low-income housing tax credits could be
recaptured and that neither the Partnership's future investments nor the Housing
Complexes owned by the Local Limited Partnerships will be 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 Local
Limited Partnership Interests; limitations on removal of Local General Partners;
limitations on subsidy programs; and possible changes in applicable regulations.
The  Housing  Complexes  will be subject to  mortgage  indebtedness.  If a Local
Limited  Partnership  does not make its  mortgage  payments,  the  lender  could
foreclose  resulting in a loss of the Housing Complex and low-income housing tax
credits. As a limited partner of the Local Limited Partnerships, the Partnership
will have very limited  rights with respect to  management  of the Local Limited
Partnerships,  and will rely totally on the Local General  Partners of the Local
Limited Partnerships for management of the Local Limited Partnerships.  The fair
values of the  Partnership's  investments will be subject to changes in national
and local economic conditions,  including unemployment  conditions,  which could
adversely impact vacancy levels, rental payment defaults and operating expenses.
This, in turn, could substantially increase the risk of operating losses for the
Housing  Complexes  and  the  Partnership.   In  addition,  each  Local  Limited
Partnership  will be subject to risks  relating  to  environmental  hazards  and
natural  disasters,  which  might  be  uninsurable.  Because  the  Partnership's
operations  will  depend on these and other  factors  beyond the  control of the
General Partner and the Local General  Partners,  there can be no assurance that
the  anticipated  low-income  housing  credits  will  be  available  to  Limited
Partners.

In  addition,  Limited  Partners  will be  subject  to risks  in that the  rules
governing the  low-income  housing tax credits are  complicated,  and the use of
credits can be limited.  The only  material  benefit from an investment in Units
may be the low-income housing credits.  There are limits on the  transferability
of  Units,  and it is  unlikely  that a  market  for  Units  will  develop.  All
management decisions will be made by the General Partner.

Method of Accounting for Investments in Limited Partnerships
------------------------------------------------------------

The Partnership  intends to account for its investments in 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  will review 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 a comparison of
the  carrying  amount to  future  undiscounted  net cash  flows  expected  to be
generated.  If an investment is considered to be impaired,  the impairment to be
recognized  is  measured  by the  amount  by which  the  carrying  amount of the
investment  exceeds fair value.  The  accounting  policies of the Local  Limited
Partnership's  are  expected  to be  generally  consistent  with  those  of  the
Partnership. Costs incurred by the Partnership in acquiring the investments will
be capitalized as part of the investment account and are being amortized over 30
years.

Equity in losses of the Local Limited  Partnerships for each year ended March 31
will be recorded  by the  Partnership  based on nine months of reported  results
provided by the Local Limited  Partnerships  for each year ended December 31 and
on three months of results  estimated by management of the  Partnership for each
three-month  period ended March 31.  Management's  estimate for the  three-month
period will be based on either actual  unaudited  results  reported by the Local
Limited Partnerships or historical trends in the operations of the Local Limited
Partnerships.  Equity  in  losses  of the  Local  Limited  Partnerships  will be
recognized in the financial  statements until the related  investment account is
reduced to a zero  balance.  Losses  incurred  after the  investment  account is
reduced to zero will not be recognized. 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.

                                       18
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

          For The Period February 28, 2003 (Date Operations Commenced)
                             through March 31, 2003


NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
-------------------------------------------------------------

Distributions received from the Local Limited Partnerships will be accounted for
as a reduction  of the  investment  balance.  Distributions  received  after the
investment has reached zero will be recognized as income.

Offering Expenses
-----------------

Offering  expenses  will  consist  of  underwriting  commissions,   legal  fees,
printing,  filing and  recordation  fees, and other costs incurred in connection
with  selling  limited  partnership  interests in the  Partnership.  The General
Partner is obligated to pay all offering and organization costs in excess of 13%
(excluding  sales  commissions and the dealer manager fee) of the total offering
proceeds.  Offering  expenses  will be  reflected  as a reduction  of  partners'
capital and amounted to $0 as of March 31, 2003.

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  remaining
maturities of three months or less when purchased to be cash equivalents.  As of
March 31, 2003, the Partnership had no cash equivalents.

Net Income Per Limited Partner Unit
-----------------------------------

Net income per limited  partner  unit is  calculated  pursuant to  Statement  of
Financial  Accounting Standards No. 128, Earnings Per Share. Net income per unit
includes no dilution  and is computed by dividing  income  available  to limited
partners by the weighted average number of units outstanding  during the period.
Calculation of diluted net income per unit is not required.

Reporting Comprehensive Income
------------------------------

The  Statement of Financial  Accounting  Standards  ("SFAS") No. 130,  Reporting
Comprehensive  Income  established  standards  for the  reporting and display of
comprehensive  income (loss) and its components in a full set of general-purpose
financial statements. The Partnership had no items of other comprehensive income
during the period ended March 31, 2003, as defined by SFAS No. 130.

New Accounting Pronouncements
-----------------------------

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  ("SFAS")  No. 143,  "Accounting  for Asset
Retirement  Obligations",  which requires that the fair value of a liability for
an asset  retirement  obligation  be  recognized  in the  period  in which it is
incurred with the associated asset retirement costs being  capitalized as a part
of the  carrying  amount of the  long-lived  asset.  SFAS No. 143 also  includes
disclosure   requirements   that  provide  a  description  of  asset  retirement
obligations   and   reconciliation   of  changes  in  the  components  of  those
obligations.  The statement is effective for fiscal years  beginning  after June
15, 2002. The Partnership does not expect the adoption of SFAS No. 143 to have a
material  effect  on  the  Partnership's   financial   position  or  results  of
operations.

                                       19

<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

          For The Period February 28, 2003 (Date Operations Commenced)
                             through March 31, 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
--------------------------------------------------------------

In August  2001,  the FASB  issued  SFAS No.  144,  "Impairment  or  Disposal of
Long-Lived  Assets," which addresses  accounting and financial reporting for the
impairment or disposal of long-lived assets. This standard was effective for the
Partnership's  financial statements at the date operations  commenced,  February
28, 2003. The  implementation  of SFAS No. 144 did not have a material impact on
the Partnership's financial position or results of operations.

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections."
SFAS No. 145 rescinded three previously  issued  statements and amended SFAS No.
13, "Accounting for Leases." The statement provides reporting standards for debt
extinguishments   and   provides   accounting   standards   for  certain   lease
modifications that have economic effects similar to sale-leaseback transactions.
The statement is effective for certain lease  transactions  occurring  after May
15,  2002 and all other  provisions  of the  statement  shall be  effective  for
financial statements issued on or after May 15, 2002. The implementation of SFAS
No. 145 did not have a material impact on the Partnership's  financial  position
or results of operations.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or  Disposal  Activities,"  which  updates  accounting  and  reporting
standards for personnel and operational restructurings.  The Partnership adopted
SFAS No. 146 for exit,  disposal  or other  restructuring  activities  initiated
after  December 31,  2002.  The adoption of SFAS No. 146 did not have a material
effect on the Partnership's financial position or results of operations.

In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"), "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of Others."  The adoption of FIN 45 did not have a
material  impact  on  the  Partnership's   financial   position  or  results  of
operations.

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation  - Transition  and Disclosure - an Amendment to SFAS No. 123." SFAS
No. 148 provides alternative methods of transition for a voluntary change to the
fair value based method on accounting for stock-based employee compensation. The
implementation  of SFAS No. 148 is not expected to have a material effect on the
Partnership's financial position or results of operations.

In  January   2003,   the  FASB  issued   Interpretation   No.  46  ("FIN  46"),
"Consolidation  of Variable  Interest  Entities." The adoption of FIN 46 did not
have a material  impact on the  Partnership's  financial  position or results of
operations.

NOTE 2 - RELATED PARTY TRANSACTIONS
-----------------------------------

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

     Acquisition  fees of 7% of the  gross  proceeds  from  the sale of Units as
     compensation  for services  rendered in connection  with the acquisition of
     Local  Limited  Partnerships.  As of March 31, 2003,  the  Partnership  has
     incurred no acquisition fees.

     A  non-accountable  acquisition  expense  reimbursement  equal to 2% of the
     gross proceeds from the sale of the Units.


                                       20
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

          For The Period February 28, 2003 (Date Operations Commenced)
                             through March 31, 2003


NOTE 2 - RELATED PARTY TRANSACTIONS, continued
----------------------------------------------

     A non-accountable  organization and offering expense reimbursement equal to
     4% of the gross  proceeds from the sale of the Units,  a dealer manager fee
     equal  to 2% of  the  gross  proceeds  from  the  sale  of the  Units,  and
     reimbursement  for  retail  selling  commissions  advanced  by the  General
     Partner or affiliates on behalf of the Partnership. This reimbursement plus
     all  other   organizational  and  offering   expenses,   inclusive  of  the
     non-accountable  organization and offering expense  reimbursement,  and the
     dealer  manager fees,  are not to exceed 13% of the gross proceeds from the
     sale of the Units.

     An annual asset  management  fee not to exceed 0.5% of the invested  assets
     (defined  as the  sum of the  Partnership's  investment  in  Local  Limited
     Partnerships,  plus the  revenues of the  Partnership  of up to 5% of gross
     Unit sales proceeds, and the Partnership's allocable share of the amount of
     the mortgage  loans on, and other debts related to, the Housing  Complexes)
     of the Local Limited  Partnerships.  There were no management fees incurred
     during the period ended March 31, 2003.

     A subordinated  disposition fee in an amount equal to 1% of the sales price
     of real estate  sold.  Payment of this fee is  subordinated  to the Limited
     Partners  receiving a return on investment  (as defined in the  Partnership
     Agreement)  and is payable  only if the General  Partner or its  affiliates
     render services in the sales effort.

No accrued fees and expenses were due to General Partner and affiliates at March
31, 2003.

NOTE 3 - INCOME TAXES
---------------------

No provision  for income taxes has been recorded in the  accompanying  financial
statements,  as any liability for income taxes is the obligation of the partners
of the Partnership.

NOTE 4 - SUBSEQUENT EVENT
-------------------------

Effective May 15, 2003, the Partnership  had received the minimum  subscriptions
for Units required to break escrow.  Accordingly,  from May 15, 2003 and through
May 20, 2003, the Partnership has accepted  subscriptions  for 1,810 Units,  for
which it has received $1,635,360,  in cash, which is net of a $140 volume/dealer
discount,  $72,000 in promissory notes and $102,500 in subscriptions receivable.
The fees and expenses  earned by and paid to the General  Partner and affiliates
subsequent to March 31, 2003 through May 20, 2003 consist of the following:



Acquisition fees                                                $        126,700
Acquisition expenses                                                      36,200
Organizational, offering and selling costs                               108,600
Commissions                                                              126,560
                                                                 ---------------
Total amount earned                                                      398,060

Less amounts paid                                                      (300,200)
                                                                 ---------------
Amount owing as of May 20, 2003                                 $         97,860
                                                                 ===============



                                       21
<PAGE>



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

NOT APPLICABLE

PART III

Item 10. Directors and Executive Officers of the Registrant

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

The  Partnership has no directors,  executive  officers or employees of its own.
The following biographical information is presented for the directors, executive
officers  and   significant   employees  of  Associates,   which  has  principal
responsibility for the Partnership's affairs.

Associates is a California corporation which was organized in 1971. Its officers
and significant employees are:
<TABLE>
<CAPTION>

<S>                                   <C>
Wilfred N. Cooper, Sr.                Chairman of the Board
Wilfred N. Cooper, Jr.                President and Chief Executive Officer
David N. Shafer, Esq.                 Executive Vice President and Director of Asset Management
Sylvester P. Garban                   Senior Vice President - Institutional Investments
David C. Turek                        Senior Vice President - Originations
Thomas J. Riha, CPA                   Vice President - Chief Financial Officer
Michael J. Gaber                      Vice President - Acquisitions
Diemmy T. Tran                        Vice President - Portfolio Management
J. Brad Hurlbut                       Director of Syndications
</TABLE>


In addition to Wilfred N. Cooper,  Sr., the directors of Associates  are Wilfred
N. Cooper, Jr., David N. Shafer, and Kay L. Cooper. The principal shareholder of
Associates is a trust established by Wilfred N. Cooper, Sr.

Wilfred N.  Cooper,  Sr.,  age 72, is the founder  and  Chairman of the Board of
Directors of Associates,  a Director of WNC Capital  Corporation,  and a general
partner in some of the  partnerships  previously  sponsored  by  Associates  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 Associates,  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.  Mr.  Cooper  is a Life  Director  of  the  National
Association of Home Builders and a National  Trustee for NAHB's Political Action
Committee,  and the Chairman of NAHB's Multifamily  Council. He is a Director of
the National Housing Conference and a member of NHC's Executive Committee, and a
founder and Director 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.

Wilfred N. Cooper, Jr., age 40, is President, Chief Executive Officer, Secretary
and a Director and a member of the  Acquisition  Committee of  Associates  He is
President of, and a registered principal with, WNC Capital Corporation, and is a
Director of WNC Management,  Inc. He has been involved in real estate investment
and acquisition activities since 1988 when he joined Associates  Previously,  he
served as a Government Affairs Assistant with Honda North America in Washington,
D.C.  Mr.  Cooper is a member of the  Editorial  Advisory  Boards of  Affordable
                                                                      ----------
Housing Finance and LIHC Monthly Report, a Steering Member of the Housing Credit
---------------     -------------------
Group of the National  Association  of Home Builders,  an Alternate  Director of
NAHB,  a member of the  Advisory  Board of the New York  State  Association  for
Affordable  Housing and a member of the Urban Land  Institute.  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.

                                       22
<PAGE>



David N. Shafer,  age 50, is Executive Vice President,  a Director,  Director of
Asset Management and a member of the Acquisition Committee of Associates,  and a
Director and Secretary of WNC Management, Inc. Mr. Shafer has been active in the
real estate  industry  since 1984.  Before  joining  Associates  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 President of the  California
Council of Affordable 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 Law degree in Taxation.

Sylvester  P.  Garban,   age  57,  is  Senior  Vice  President  -  Institutional
Investments of Associates Mr. Garban has been involved in real estate investment
activities since 1978. Before joining Associates in 1989, he served as Executive
Vice President with MRW, Inc., a real estate  development  and management  firm.
Mr. Garban is a member of the National Association of Affordable Housing Lenders
and the  Financial  Planning  Association.  He  graduated  from  Michigan  State
University in 1967 with a Bachelor of Science degree in Business Administration.

David C. Turek,  age 48, is Senior Vice President -  Originations  of Associates
His  experience  with real estate  investments  and finance has continued  since
1976, and he has been employed by Associates since 1996.  Previously,  from 1995
to 1996,  Mr.  Turek served as a  consultant  for a national tax credit  sponsor
where he was  responsible  for on-site  feasibility  studies  and due  diligence
analyses of tax credit properties. From 1992 to 1995 he served as Executive Vice
President for Levcor, Inc., a multi-family development company, and from 1990 to
1992 he served as Vice President for the Paragon Group where he was  responsible
for tax credit development activities.  He is a Director of the National Housing
and Rehabilitation  Association,  the Rural Rental Housing Association of Texas,
and the Alabama Council of Affordable  Rental Housing.  Mr. Turek graduated from
Southern Methodist University in 1976 with a Bachelor of Business Administration
degree.

Thomas J. Riha, age 47, is Vice President - Chief Financial Officer and a member
of the  Acquisition  Committee of  Associates  and  President,  Treasurer  and a
Director of WNC Management, Inc. He has been involved in real estate acquisition
and investment  activities  since 1979.  Before joining  Associates in 1994, Mr.
Riha was  employed  by Trust  Realty  Advisor,  a real  estate  acquisition  and
management  company,  last  serving  as Vice  President  -  Operations.  He is a
Director  of the Task  Force on Housing  Credit  Certification  of the  National
Association  of Home Builders.  Mr. Riha  graduated  from the  California  State
University,  Fullerton  in 1977  with a  Bachelor  of Arts  degree  cum laude in
Business  Administration  with a concentration  in Accounting and is a Certified
Public  Accountant  and a member of the American  Institute of Certified  Public
Accountants.

Michael J. Gaber,  age 37, is Vice President - Acquisitions  and a member of the
Acquisition  Committee of Associates  Mr. Gaber has been involved in real estate
acquisition,  valuation  and  investment  activities  since  1989  and has  been
associated  with  Associates  since 1997.  Prior to joining  Associates,  he was
involved in the valuation and  classification of major assets,  restructuring of
debt and analysis of real estate taxes with H.F.  Ahmanson & Company,  parent of
Home  Savings  of  America.  Mr.  Gaber  graduated  from  the  California  State
University,  Fullerton  in 1991 with a Bachelor  of Science  degree in  Business
Administration - Finance.

Diemmy T. Tran, age 37, is Vice  President - Portfolio  Management of Associates
She is responsible for overseeing  portfolio  management and investor  reporting
for  all  WNC  funds,  and  for  monitoring   investment  returns  for  all  WNC
institutional  funds. Ms. Tran has been involved in real estate asset management
and finance  activities for 12 years.  Prior to joining  Associates in 1998, Ms.
Tran served as senior asset manager for a national Tax Credit  sponsor and as an
asset specialist for the Resolution Trust  Corporation where she was responsible
for the disposition  and management of commercial  loan and REO portfolios.  Ms.
Tran is  licensed  as a  California  real  estate  broker.  She  graduated  from
California  State  University,  Northridge  in 1989 with a  Bachelor  of Science
degree in finance and a minor in real estate.

J. Brad  Hurlbut,  age 43, is  Director  of  Syndications  of  Associates  He is
responsible  for the financial  structuring of WNC's  institutional  funds.  Mr.
Hurlbut has 20 years of experience in real estate  investment  and  development.
Prior to  joining  WNC in 2000,  he served  as  corporate  controller  for Great
Western Hotels  Corporation.  Mr. Hurlbut has been an enrolled agent licensed to
practice before the IRS since 1984. He graduated from the University of Redlands
in 1981 with a  Bachelor  of  Science  degree in  business  management  and from
California State  University,  Fullerton in 1985 with a Master of Science degree
in taxation.


                                       23
<PAGE>

Kay L.  Cooper,  age 66, is a Director of  Associates  Mrs.  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.

(f)       Involvement in Certain Legal Proceedings
          ----------------------------------------

          Inapplicable.

(g)       Promoters and Control Persons
          -----------------------------

          Inapplicable.

(h)       Audit Committee Financial Expert
          --------------------------------

          Neither the Partnership nor Associates has an audit committee.

Item 11.  Executive Compensation

The Partnership has no officers,  employees,  or directors.  However,  under the
terms of the  Partnership  Agreement the Partnership is obligated to the General
Partner or its affiliates for the following fees:

     (a)  Organization and Offering Expenses. A non-accountable organization and
          offering expense  reimbursement equal to 4% of the gross proceeds from
          the sale of the Units,  a dealer  manager fee equal to 2% of the gross
          proceeds  from the sale of the  Units,  and  reimbursement  for retail
          selling  commissions  advanced by the General Partner or affiliates on
          behalf  of  the  Partnership.   This   reimbursement  plus  all  other
          organizational and offering expenses, inclusive of the non-accountable
          organization  and  offering  expense  reimbursement,  and  the  dealer
          manager  fees,  are not to exceed 13% of the gross  proceeds  from the
          sale of the Units. As of March 31, 2003, no expenses were incurred.

     (b)  Acquisition  Fees.  Acquisition fees in an amount equal to 7.0% of the
          gross proceeds of the Partnership's Offering ("Gross Proceeds"). As of
          March 31, 2003, no fees were incurred.

     (c)  Acquisition  Expense.  The  Partnership  is to  reimburse  the General
          Partner for acquisition  expenses,  on a non-accountable  basis, in an
          amount equal to 2% of the Gross Proceeds, pursuant to the terms of the
          partnership  agreement.  There  were no  amounts  owed for the  period
          February 28, 2003 (date operations commenced) through March 31, 2003.

     (d)  Annual  Asset  Management  Fee. An annual asset  management  fee in an
          amount  equal  to  0.5% of the  Invested  Assets  of the  Partnership.
          "Invested   Assets"  is  defined  as  the  sum  of  the  Partnership's
          Investment  in Local  Limited  Partnerships,  plus the reserves of the
          Partnership  of up to  5%  of  gross  Unit  sales  proceeds,  and  the
          Partnership's  allocable share of the amount of the mortgage loans and
          other  debts  related  to the  Housing  Complexes  owned by such Local
          Limited  Partnerships.  There  were no fees  incurred  for the  period
          February 28, 2003 (date operations commenced) through March 31, 2003.

     (e)  Operating Expenses. The Partnership incurred no operating expenses for
          the period February 28, 2003 (date operations commenced) through March
          31, 2003.

     (f)  Subordinated  Disposition  Fee. A subordinated  disposition  fee in an
          amount equal to 1% of the sale price  received in connection  with the
          sale  or  disposition  of  an  Apartment   Complex  or  Local  Limited
          Partnership   Interest.   Subordinated   disposition   fees   will  be
          subordinated  to the prior  return of the  Limited  Partners'  capital
          contributions  and payment of the Return on  Investment to the Limited
          Partners.  "Return on Investment" means an annual,  cumulative but not
          compounded,  "return" to the Limited  Partners  (including  Low-Income
          Housing  Credits) as a class on their adjusted  capital  contributions
          commencing  for each  Limited  Partner on the last day of the calendar
          quarter during which the Limited  Partner's  capital  contribution  is
          received by the  Partnership,  calculated at the following  rates: (i)
          11%  through  December  31,  2010,  and (ii) 6% for the balance of the
          Partnerships term. No disposition fees have been incurred.

                                       24
<PAGE>


     (g)  Interest in Partnership.  The General Partner will receive 0.1% of the
          Low-Income  Housing  Credits.   No  Low-Income  Housing  Credits  were
          allocated for the period ended December 31, 2002. The General Partners
          are also entitled to receive 0.1% of cash distributions. There were no
          distributions  of cash owed to the General  Partner  during the period
          February 28, 2003 (date operations commenced) through March 31, 2003.

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

     (a)  Securities Authorized for Issuance Under Equity Compensation Plans
          ------------------------------------------------------------------

          Inapplicable

     (b)  Security Ownership of Certain Beneficial Owners
          -----------------------------------------------

          No  person  is  known  to  own   beneficially   in  excess  of  5%  of
          theoutstanding Units.

     (c)  Security Ownership of Management
          --------------------------------

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

     (d)  Changes in Control
          ------------------

          The  management  and control of the General  Partner and of Associates
          may be  changed  at any  time  in  accordance  with  their  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  any  other  General  Partners  and  a
          majority-in-interest  of the Limited Partners, any General Partner may
          designate  one or more persons to be successor or  additional  General
          Partners. In addition, any General Partner may, without the consent of
          any other General Partner or 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.

Item 13. Certain Relationships and Related Transactions

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  interest in the Partnership,  as discussed in Item 11
and in the notes to the Partnership's financial statements.

Item 14. Controls and Procedures

Associates,  on behalf of the  Partnership,  maintains  disclosure  controls and
procedures that are designed to ensure that information required to be disclosed
in our  periodic  reports  filed with the  Securities  and  Exchange  Commission
("SEC") is recorded, processed,  summarized and reported within the time periods
specified  in the  rules  and  forms of the SEC and  that  such  information  is
accumulated  and  communicated  to our management as appropriate to allow timely
decisions  regarding  required  disclosure.  In  designing  and  evaluating  the
disclosure controls and procedures,  our management recognized that any controls
and  procedures,  no matter how well  designed  and  operated,  can provide only
reasonable  assurance of achieving the desired control objectives and management
necessarily  was required to apply its judgment in evaluating  the  cost-benefit
relationship of possible controls and procedures.

                                       25
<PAGE>


Based on their most recent evaluation, which was completed within 90 days of the
filing of this Annual Report on Form 10-K, our Principal  Executive  Officer and
Principal  Financial Officer believe that our disclosure controls and procedures
(as defined in Rules 13a-14 and 15d-14 of the  Securities  Exchange Act of 1934,
as  amended)  are  effective.  There were no  significant  changes  in  internal
controls or in other  factors that could  significantly  affect  these  internal
controls subsequent to the date of their most recent evaluation.

PART IV.
<TABLE>
<CAPTION>

<S>  <C>
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)(1) Financial statements included in Part II hereof:

       Report of Independent Certified Public Accountants
       Independent Auditors' Report
       Balance Sheet, March 31, 2003
       Statement of Operations for the period February 28, 2003 (Date Operations Commenced)
         through March 31, 2003
       Statement of Partners' Equity for the period February 28, 2003 (Date Operations Commenced)
         through March 31, 2003
       Statement of Cash Flows for the period February 28, 2003 (Date Operations Commenced)
         through March 31, 2003
       Notes to Financial Statements
</TABLE>

(a)(2) Financial statement schedules:

       None.

(b)    Reports on Form 8-K.

       None.

(c)    Exhibits.

       99.1  Certification  of the Principal  Executive  Officer  pursuant to 18
          U.S.C.  section  1350,  as  adopted  pursuant  to  section  906 of the
          Sarbanes-Oxley Act of 2002. (filed herewith)

       99.2  Certification  of the Principal  Financial  Officer  pursuant to 18
          U.S.C.  section  1350,  as  adopted  pursuant  to  section  906 of the
          Sarbanes-Oxley Act of 2002. (filed herewith)



                                       26
<PAGE>



                                   SIGNATURES


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

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:  June 5, 2003

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:  June 5, 2003


By:      /s/ Thomas J. Riha
         ------------------
         Thomas J. Riha,
         Vice-President - Chief Financial Officer of WNC & Associates, Inc.
         (principal financial officer and principal accounting officer)

Date:  June 4, 2003


By:      /s/ Wilfred N. Cooper, Sr.
         --------------------------
         Wilfred N. Cooper, Sr.,
         Chairman of the Board of WNC & Associates, Inc.

Date:  June 5, 2003

By:      /s/ David N. Shafer
         -------------------
         David N Shafer,
         Director of WNC & Associates, Inc.

Date:  June 5, 2003


                                       27
<PAGE>




                                 CERTIFICATIONS

I,   Wilfred N. Cooper, Jr., certify that:

1.   I have  reviewed  this annual report on Form 10-K of WNC HOUSING TAX CREDIT
     FUND VI, L.P., SERIES 10;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the period presented in this annual report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a)  designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;

(b)  evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     annual report (the "Evaluation Date"); and

(c)  presented in this annual report our conclusions  about the effectiveness of
     the disclosure  controls and  procedures  based on our evaluation as of the
     Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

(a)  all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

(b)  any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  June 9, 2003


/s/ Wilfred N. Cooper, Jr.
__________________________

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

                                       28
<PAGE>


                                 CERTIFICATIONS

I,   Thomas J. Riha, certify that:

1.   I have  reviewed  this annual report on Form 10-Q of WNC HOUSING TAX CREDIT
     FUND VI, L.P., SERIES 10;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the period presented in this annual report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a)  designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;

(b)  evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     annual report (the "Evaluation Date"); and

(c)  presented in this annual report our conclusions  about the effectiveness of
     the disclosure  controls and  procedures  based on our evaluation as of the
     Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

(a)  all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

(b)  any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  June 9, 2003


/s/Thomas J. Riha
_________________


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




                                       29
<PAGE>