10-Q 1 dsi007-10q32009.htm Corporate-Insiders.com

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

FORM 10-Q

[x] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities and Exchange Act of 1934

For the quarterly period ended September 30, 2009

[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ________________ to _______________

Commission File No. 2-83291.

DSI REALTY INCOME FUND VII

a California Limited Partnership

California


95-3871044

(State or other jurisdiction of incorporation or organization)


(I.R.S. Employer Identification No.)

6700 E. Pacific Coast Hwy., Long Beach, California 90803

(Address of principal executive offices)

Registrant’s telephone number, including area code (562) 493-8881

Indicate by check mark whether the issuer (l) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [ ] Accelerated filer [ ]  Non-accelerated filer [ ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The issuer is a limited partnership. All 24,000 limited partnership units originally sold for $500.00 per unit. There is no trading market for the limited partnership units.

Certain statements contained in this discussion or elsewhere in this report may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Words and phrases such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “designed to achieve”, variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future – including statements relating to rent and occupancy growth, general conditions in the geographic areas where we operate – are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict.

Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Many of the factors that may affect outcomes and results are beyond our ability to control.

PART I – FINANCIAL INFORMATION

ITEM 1. Financial Statements

DSI REALTY INCOME FUND VII
(A California Real Estate Limited Partnership)
 

BALANCE SHEETS (UNAUDITED)


September 30, 2009


December 31, 2008
(Audited)

ASSETS:






Cash & Equivalents



$ 636,012


$ 628,913

Property Net



1,733,722


1,745,570

Uncollected Rental Revenue



73,264


67,643

Prepaid Advertising



17,204


68,817

Other Assets



21,250


558,943

TOTAL



$ 2,481,452


$ 3,069,886







LIABILITIES AND PARTNERS' EQUITY





LIABILITIES:






Distribution due to Partners



$ 212,121


$ 749,814

Incentive Management Fee Liability



21,572


19,936

Property Management Fee Liability



11,642


11,170

Deferred Income



52,483


49,552

Accrued Expenses



42,619


31,435

Other Liabilities



64,609


17,636

Total Liabilities



$ 405,046


$ 879,543

PARTNERS' EQUITY:






General Partners



(87,005)


(85,866)

Limited Partners



2,163,411


2,276,209

Total Partners' Equity



$ 2,076,406


$ 2,190,343







TOTAL



$ 2,481,452


$ 3,069,886

The accompanying notes are an integral part of these Financial Statements



DSI REALTY INCOME FUND VII
(A California Real Estate Limited Partnership)
 

STATEMENTS OF INCOME (UNAUDITED)



Three months ended


Three months ended




September 30, 2009


September 30, 2008

REVENUES:






Self-storage rental income



$ 475,712


$ 546,257

Ancillary operating revenue



33,004


50,274

Interest and other income



133

 

185

TOTAL



$ 508,849


$ 596,716







EXPENSES:






Depreciation



7,142


10,723

Operating



211,394


230,055

General and administrative



71,017


59,336

Interest



-


264

General partners' incentive management fee



25,206


17,455

Property management fee



25,524


28,928

TOTAL



$ 340,283


$ 346,761







NET INCOME FROM CONTINUING OPERATIONS:


$ 168,566


$ 249,955

Loss from discontinued operations



-


(49,563)

Net gain on sale of discontinued operations  

-

 

2,983,708

NET INCOME:



$ 168,566


$ 3,184,100







AGGREGATE INCOME ALLOCATED TO:





General partners



1,686


31,841

Limited partners



166,880


3,152,259

TOTAL



$ 168,566


$ 3,184,100







Weighted average limited partnership units outstanding


24,000


24,000

NET INCOME PER LIMITED PARTNERSHIP UNIT



$ 6.95


$ 131.34

The accompanying notes are an integral part of these Financial Statements



   
   
   

 

DSI REALTY INCOME FUND VII
(A California Real Estate Limited Partnership)
 

STATEMENTS OF INCOME (UNAUDITED)



Nine months ended


Nine months ended




September 30, 2009


September 30, 2008

REVENUES:






Self-storage rental income



$ 1,438,979


$ 1,624,301

Ancillary operating revenue



100,490


129,127

Interest and other income



394

 

458

TOTAL



$ 1,539,863


$ 1,753,886







EXPENSES:






Depreciation



11,848


31,510

Operating



636,127


616,498

General and administrative



230,000


226,078

Interest



-


2,176

General partners' incentive management fee



59,236


75,897

Property management fee



76,475


85,963

TOTAL



$ 1,013,686


$ 1,038,122







NET INCOME FROM CONTINUING OPERATIONS:


$ 526,177


$ 715,764

Income from discontinued operations



-


80,337

Net gain on sale of discontinued operations  

-

 

2,983,708

NET INCOME:



$ 526,177


$ 3,779,809







AGGREGATE INCOME ALLOCATED TO:





General partners



5,262


37,798

Limited partners



520,915


3,742,011

TOTAL



$ 526,177


$ 3,779,809







Weighted average limited partnership units outstanding


24,000


24,000

NET INCOME PER LIMITED PARTNERSHIP UNIT



$ 21.70


$ 155.92

The accompanying notes are an integral part of these Financial Statements



DSI REALTY INCOME FUND VII
(A California Real Estate Limited Partnership)
 

STATEMENTS OF PARTNERS' EQUITY





(UNAUDITED)

General Partners


Limited Partners


Total







BALANCE AT DECEMBER 31, 2008

$ (85,866)


$ 2,276,209


$ 2,190,343







Net Income Allocation

5,262


520,915


526,177

Distributions

(6,401)


(633,713)


(640,114)







BALANCE AT SEPTEMBER 30, 2009

$ (87,005)


$ 2,163,411


$ 2,076,406







The accompanying notes are an integral part of these Financial Statements




DSI REALTY INCOME FUND VII
(A California Real Estate Limited Partnership)
 

STATEMENTS OF CASH FLOWS


Nine months ended


Nine months ended

(UNAUDITED)



September 30, 2009


September 30, 2008

CASH FLOWS FROM OPERATING ACTIVITIES:






Net income



$ 526,177


$ 3,779,809

Adjustments to reconcile net income to net cash provided by operating activities:



Depreciation



11,848


38,343

Gain on sale of discontinued operations

-

(2,983,708)

Changes in assets and liabilities:






Other assets



583,685


(10,510)

Incentive management fee payable to General Partners



1,636


3,048

Property management fees payable



472


2,598

Customer deposits and other liabilities



(476,605)


(22,150)

Net cash provided by operating activities



647,213


807,430

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:    
Additions to property

-

-

Proceeds from sale of discontinued operations



-


3,364,976

Net cash provided by investing activities

-

3,364,976

CASH FLOWS FROM FINANCING ACTIVITIES:






Distributions to partners



$ (640,114)


$ (4,042,726)

Payments on capital lease obligations



-


(34,242)

Net cash used in financing activities



(640,114)


(4,076,968)







NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

$ 7,099


$ 95,438







CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR


628,913


760,743

CASH AND CASH EQUIVALENTS AT END OF PERIOD


$ 636,012


$ 856,181







SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION



Cash paid for interest



-


$ 2,664

NON CASH INVESTING AND FINANCING ACTIVITIES:





Distributions due partners included in partners' equity



$ 212,121


$ 242,424

The accompanying notes are an integral part of these Financial Statements



DSI REALTY INCOME FUND VII
(A California Real Estate Limited Partnership)

NOTES TO UNAUDITED FINANCIAL STATEMENTS AS OF September 30, 2009

1. GENERAL

DSI Realty Income Fund VII (the "Partnership"), has two general partners (DSI Properties, Inc., and Diversified Investors Agency) and limited partners owning 24,000 limited partnership units. The Partnership was formed under the California Uniform Limited Partnership Act for the primary purpose of acquiring and operating real estate.

The Partnership has acquired mini-storage facilities located in Chico, Fairfield, La Verne, and Riverside, California and Littleton, Colorado. All facilities were purchased from Dahn Corporation ("Dahn"). Dahn is not affiliated with the Partnership. Dahn is affiliated with other partnerships in which DSI Properties, Inc. is a general partner.

The accompanying unaudited interim financial statements have been prepared by the Partnership's management in accordance with accounting principles generally accepted in the United States of America ("GAAP") and in conjunction with the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited interim financial statements reflect all adjustments of a normal and recurring nature which are considered necessary for a fair presentation of the results for the interim periods presented. However, the results of operations for the interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2009. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2008.

Recent Accounting Pronouncements

In April 2009, the FASB issued ASC 825-10 (formerly FASB Staff Position No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments) ("ASC 825"), which requires that the fair value
disclosures required for all financial instruments within the scope of SFAS 107,  "Disclosures about Fair Value of Financial Instruments," be included in interim financial statements.  This FSP also requires entities to
disclose the method and significant assumptions used to estimate the fair value of financial instruments on an iterim and annual basis and to highlight any changes from prior periods.  FSP 107-1 was effective for
interim periods ending after June 15, 2009, with early adoption permitted.  The adoption of FSP 107-1 did not have a material impact on the Partnership's consolidated financial statements.

In May 2009, the FASB issued ASC 855-10 (formerly Statement No. 165, Subsequent Events) ("ASC 855"). ASC 855 establishes general standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available to be issued.  In accordance with this Statement, entities should apply the requirements to interim or annual financial periods ending after
June 15, 2009.  The adoption of this statement did not have a material impact on the Partnership's consolidated financial statements.

In June 2009, the FASB approved its Accounting Standards Codification, or Codification, as the single source of authoritative United States accounting and reporting standards applicable for all non-governmental
entities, with the exception of the SEC and its staff.  The Codification, which changes the referencing of financial standards, is effective for interim or annual financial periods ending after September 15, 2009.  There-
fore, starting from the third quarter of fiscal year 2009, all references made to US GAAP will use the new Codification numbering system prescribed by the FASB.  As the Codification is not intended to change or
alter existing US GAAP, it did not have any impact on the Partnership's financial statements.

As a result of the Partnership's implementation of the Codification during the quarter ended September 30, 2009, previous references to new accounting standards and literature are no longer applicable.  In the current
quarter financial statements, the Partnership will provide reference to both new and old guidance to assist in understanding the impact of recently adopted accounting literature, particularly for guidance adopted since
the beginning of the current fiscal year but prior to the Codification.

In August 2009, the FASB issued Accounting Standards Update No. 2009-05 (ASU 2009-05), "Fair Value Measurements and Disclosures (Topic 820) - Measuring Liabilities at Fair Value."  ASU 2009-05 amends
Subtopic 820-10, "Fair Value Measurements and Disclosures - Overall," and provides clarification for the fair value measurement of liabilities.  ASU 2009-05 is effective for the first reporting period including interim
period beginning after issuance.  The Partnership does not expect the adoption of ASU 2009-05 to have a material impact on its consolidated financial statements.

2. PROPERTY

Properties owned by the Partnership are all mini-storage facilities. Depreciation is calculated using the straight-line method over the estimated useful life of 20 years. Property under capital leases is amortized over the lives of the respective leases. The total cost of property and accumulated depreciation at September 30, 2009 were as follows:
 


September 30, 2009

December 31, 2008

Land

$ 1,714,700

$ 1,714,700

Buildings and improvements

6,398,254

6,398,254

Rental trucks under capital leases

140,093

140,093

Total

8,253,047

8,253,047

Less accumulated depreciation

(6,519,325)

(6,507,477)

Property – net

$ 1,733,722

$ 1,745,570

3. NET INCOME PER LIMITED PARTNERSHIP UNIT

Net income per limited partnership unit is calculated by dividing the net income allocated to the limited partners by the number of limited partnership units outstanding during the period.

4. ALLOCATION OF PROFITS AND LOSSES AND GENERAL PARTNERS' INCENTIVE MANAGEMENT FEE

Under the Agreement of Limited Partnership, the general partners are to be allocated 1% of the net profits or losses from operations, and the limited partners are to be allocated the balance of the net profits or losses from operations in proportion to their limited partnership interests. The general partners are also entitled to receive a percentage, based on a predetermined formula, of any cash distribution from the sale, other disposition, or refinancing of the project.

In addition, the general partners are entitled to receive an incentive management fee for supervising the operations of the Partnership. The fee is to be paid in an amount equal to 9% per annum of the cash available for distribution on a cumulative basis, calculated as cash generated from operations less capital expenditures.

5. RELATED-PARTY TRANSACTIONS

The Partnership has entered into a management agreement with Dahn to operate its mini-storage facilities. The management agreement provides for a management fee equal to 5% of gross revenue from operations, which is defined as the entire amount of all receipts from the renting or leasing of storage compartments and sale of locks. The management agreement is renewable annually. Dahn earned management fees equal to $25,206 and $17,455, for the three month periods ended September 30, 2009 and 2008, respectively. Amounts payable to Dahn at September 30, 2009 and December 31, 2008 were $11,642 and $11,170, respectively.

6. DISCONTINUED OPERATIONS

In accordance with ASC 205-20 (formerly SFAS No. 144, "Accounting for Impairment or Disposal of Long-Lived Assets"), the net income and the net gain on disposition of a mini-storage facility located in Fort Collins, CO, which was sold on August 15, 2008, is reflected in the statement of income as discontinued operations for the quarter ended September 30, 2008. The mini-storage facility was sold for the sale price of $4,147,500. In September 2008, proceeds in the amount of $3,302,970 were distributed to the limited partners. The net gain on the sales of the facility is $3,562,876. In 2008, fees paid to the general partners in accordance with the partnership agreement amounting to $79,882.

For the three months ended September 30, 2008 the revenue and expense that comprise discontinued operations were $46,608 and $96,171, respectively, with loss from discontinued operations of $49,563. For the nine months ended September 30, 2008 the revenue and expense that comprise discontinued operations were $300,396 and $220,059, respectively, with income from discontinued operations of $80,337.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Critical Accounting Policies

Revenue recognition - Revenue is recognized using the accrual method based on contractual amounts provided for in the lease agreements, which approximates recognition on a straight-line basis. The term of the lease agreements is usually less than one year.

RESULTS OF OPERATIONS

2009 COMPARED TO 2008

For the three-month periods ended September 30, 2009 and 2008, revenues decreased 14.7% to $508,849 from $596,716 and total expenses decreased 1.9% to $340,283 from $346,761, resulting in a decrease in net income of 32.6% to $168,566 from $249,955. Rental revenues decreased primarily as a result of lower occupancy and unit rental rates. Occupancy levels for the Partnership's mini-storage facilities averaged 75.1% for the three-month period ended September 30, 2009, compared to 81.8% for the same period in 2008. Operating expenses decreased $18,661 or 8.1% primarily due to decreases in repair and maintenance, real estate taxes and salary and wages expenses. General and administrative expenses increased $11,681 or 19.7% primarily as a result of an increase in office supply expenses.

For the nine-month periods ended September 30, 2009 and 2008, revenues decreased 12.2% to $1,539,863 from $1,753,886 and total expenses decreased 2.4% to $1,013,686 from $1,038,122, resulting in a decrease in net income of 26.5% to $526,177 from $715,764. Rental revenues decreased primarily as a result of lower occupancy and unit rental rates. Occupancy levels for the Partnership's mini-storage facilities averaged 74.6% for the nine-month period ended September 30, 2009, compared to 82.3% for the same period in 2008. Operating expenses increased $19,629 or 3.2% primarily due to increases in advertising and truck lease expenses. General and administrative expenses increased $3,922 or 1.7% primarily as a result of an increase in legal and professional and office supply expenses partially offset by a decrease in computer and equipment lease expenses.

The General Partners plan to continue their policy of funding the continuing improvement and maintenance of Partnership properties with cash generated from operations. In addition, the Partnership is continuing its marketing efforts to attract and keep new tenants in its various mini-storage facilities.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Partnership’s management, with the participation of the principal executive officer and principal financial officer of DSI Properties, Inc., its General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures were effective.  

Changes in Internal Control over Financial Reporting.

There have been no significant changes in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the reporting period that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Registrant is not a party to any material pending legal proceedings.

ITEM 1A. RISK FACTORS

Not required.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(a) Exhibits

31.1 Rule 13a-14(a)/15d-14(a) Certification: Principal Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification: Principal Financial Officer
32.1 Section 1350 Certification: Principal Executive Officer
32.2 Section 1350 Certification: Principal Financial Officer

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


DSI REALTY INCOME FUND VII,

a California Limited Partnership
by: DSI Properties, Inc., a California Corporation, as General Partner

 

/s/ ROBERT J. CONWAY

By_____________________________

Dated: November 16, 2009

ROBERT J. CONWAY, President
(Chief Executive Officer, Chief
Financial Officer and Director)


/s/ JOSEPH W. CONWAY

By_____________________________

Dated: November 16, 2009

JOSEPH W. CONWAY, (Executive
Vice President and Director)


EXHIBIT 31.1
Rule 13a-14(a)/15d-14(a) Certification

I, Robert J. Conway, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of DSI Realty Income Fund VII;

2. Based on my knowledge, this 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 report.

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this 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-15e and 15d-15e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

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

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ ROBERT J. CONWAY

___________________________________

Robert J. Conway
President of DSI Properties, Inc.,
General Partner (chief executive officer)

November 16, 2009

EXHIBIT 31.2
Rule 13a-14(a)/15d-14(a) Certification

I, Richard P. Conway, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of DSI Realty Income Fund VII;

2. Based on my knowledge, this 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 report.

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this 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-15e and 15d-15e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

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

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ RICHARD P. CONWAY

__________________________________

Richard P. Conway
Senior Vice President of DSI Properties, Inc.,
General Partner (chief financial officer)

November 16, 2009

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of DSI Realty Income Fund VII (the "Partnership") on Form 10-Q for the period ending September 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert J. Conway, President of DSI Properties, Inc., General Partner of the Partnership, and performing the functions of chief executive officer of the Partnership, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Partnership.

/s/ ROBERT J. CONWAY

___________________________________

Robert J. Conway
President of DSI Properties, Inc.,
General Partner (chief executive officer)

November 16, 2009

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of DSI Realty Income Fund VII (the "Partnership") on Form 10-Q for the period ending September 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Richard P. Conway, Senior Vice President of DSI Properties, Inc., General Partner of the Partnership, and performing the functions of chief financial officer of the Partnership, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Partnership.

/s/ RICHARD P. CONWAY

__________________________________

Richard P. Conway
Senior Vice President of DSI Properties, Inc.,
General Partner (chief financial officer)

November 16, 2009