The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

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

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001451788
   Corporation
   Limited Partnership
X Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
WNC Tax Credits 37, LLC
Jurisdiction of Incorporation/Organization
CALIFORNIA
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2008
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
WNC Tax Credits 37, LLC
Street Address 1 Street Address 2
17782 Sky Park Circle
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
Irvine CA 92614 714-662-5565

3. Related Persons

Last Name First Name Middle Name
NA WNC Housing Tax Credits Manager, LLC  
Street Address 1 Street Address 2
17782 Sky Park Circle
City State/Province/Country ZIP/PostalCode
Irvine CA 92614
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Manager of Issuer
Last Name First Name Middle Name
NA WNC & Associates, Inc.  
Street Address 1 Street Address 2
17782 Sky Park Circle
City State/Province/Country ZIP/PostalCode
Irvine CA 92614
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Manager of Manager of Issuer
Last Name First Name Middle Name
Cooper, Sr. Wilfred N.
Street Address 1 Street Address 2
17782 Sky Park Circle
City State/Province/Country ZIP/PostalCode
Irvine CA 92614
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Relationship is with Manager of Manager
Last Name First Name Middle Name
Cooper, Jr. Wilfred N.
Street Address 1 Street Address 2
17782 Sky Park Circle
City State/Province/Country ZIP/PostalCode
Irvine CA 92614
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Relationship is with Manager of Manager
Last Name First Name Middle Name
Shafer David N.
Street Address 1 Street Address 2
17782 Sky Park Circle
City State/Province/Country ZIP/PostalCode
Irvine CA 92614
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Relationship is with Manager of Manager
Last Name First Name Middle Name
Gaber Michael J.
Street Address 1 Street Address 2
17782 Sky Park Circle
City State/Province/Country ZIP/PostalCode
Irvine CA 92614
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Relationship is with Manager of Manager
Last Name First Name Middle Name
Garban Sylvester P.
Street Address 1 Street Address 2
17782 Sky Park Circle
City State/Province/Country ZIP/PostalCode
Irvine CA 92614
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Relationship is with Manager of Manager
Last Name First Name Middle Name
Riha Thomas J.
Street Address 1 Street Address 2
17782 Sky Park Circle
City State/Province/Country ZIP/PostalCode
Irvine CA 92614
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Relationship is with Manager of Manager
Last Name First Name Middle Name
Cooper Kay L.
Street Address 1 Street Address 2
17782 Sky Park Circle
City State/Province/Country ZIP/PostalCode
Irvine CA 92614
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Relationship is with Manager of Manager
Last Name First Name Middle Name
Cooper Jennifer E.
Street Address 1 Street Address 2
17782 Sky Park Circle
City State/Province/Country ZIP/PostalCode
Irvine CA 92614
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Relationship is with Manager of Manager

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
X Other Real Estate
  
 Retailing
  
 Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
 Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
X Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))    Rule 505
   Rule 504 (b)(1)(i) X Rule 506
   Rule 504 (b)(1)(ii)    Securities Act Section 4(5)
   Rule 504 (b)(1)(iii)    Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2009-04-23    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
   Yes X No

9. Type(s) of Securities Offered (select all that apply)

   Equity    Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security X Other (describe)
limited liability company interests

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $54,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
Sylvester P. Garban 864610
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
WNC Capital Corporation 36174
Street Address 1 Street Address 2
17782 Sky Park Circle
City State/Province/Country ZIP/Postal Code
Irvine CA 92614
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CA
NY
Recipient
Recipient CRD Number    None
Ralph W. Magnus 1031942
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
WNC Capital Corporation 36174
Street Address 1 Street Address 2
17782 Sky Park Circle
City State/Province/Country ZIP/Postal Code
Irvine CA 92614
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CA
Recipient
Recipient CRD Number    None
Brian G. Brown 810068
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
FSC Securities Corporation 7461
Street Address 1 Street Address 2
5825 Glenridge Drive Building 1, Suite 128-A
City State/Province/Country ZIP/Postal Code
Atlanta GA 30328
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
GA
Recipient
Recipient CRD Number    None
Marc J. Spiegel 1842622
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
FSC Securities Corporation 7461
Street Address 1 Street Address 2
29222 Rancho Viejo Rd, Suite 220
City State/Province/Country ZIP/Postal Code
San Juan Capistrano CA 92675
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CA
Recipient
Recipient CRD Number    None
Lawrence W. Warren 1694288
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Berthel, Fisher & Company Financial Services, Inc. 13609
Street Address 1 Street Address 2
931 S. Washington Street, Suite 1
City State/Province/Country ZIP/Postal Code
Bismarck ND 58504
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ND
Recipient
Recipient CRD Number    None
Lisa M. Lyons 2086482
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Royal Alliance Associates, Inc. 23131
Street Address 1 Street Address 2
21800 Burbank Blvd, Suite 325
City State/Province/Country ZIP/Postal Code
Woodland Hills CA 91367
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CA
Recipient
Recipient CRD Number    None
Evelio U. Valdez, Jr. 702239
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR Financial Services, Inc. 14503
Street Address 1 Street Address 2
1602 West Sligh Avenue, #200
City State/Province/Country ZIP/Postal Code
Tampa FL 33604
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
FL
Recipient
Recipient CRD Number    None
John L. Jenkins 1163851
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Securities America, Inc. 10205
Street Address 1 Street Address 2
3636 Nobel Dr., Ste. 440
City State/Province/Country ZIP/Postal Code
San Diego CA 92122-1042
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CA
Recipient
Recipient CRD Number    None
James R. Armagost 7157
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR Financial Services, Inc. 14503
Street Address 1 Street Address 2
803 West 25 Street
City State/Province/Country ZIP/Postal Code
Kearney NE 68845
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CO
Recipient
Recipient CRD Number    None
Garrett Gatch 4404785
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
FSC Securities Corporation 7461
Street Address 1 Street Address 2
6226 Goldeneye St.
City State/Province/Country ZIP/Postal Code
Ventura CA 93003
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CA
Recipient
Recipient CRD Number    None
William B. Elson 1808374
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR Financial Services, Inc. 14503
Street Address 1 Street Address 2
3705 Grand Avenue
City State/Province/Country ZIP/Postal Code
Des Moines IA 50312
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
IA
Recipient
Recipient CRD Number    None
Robert S. Butkus 1546498
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
NPB Financial Group, LLC 137743
Street Address 1 Street Address 2
5339 Yerba Buena Road
City State/Province/Country ZIP/Postal Code
Santa Rosa CA 95409
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CA
Recipient
Recipient CRD Number    None
James A. Brewer 854802
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
CFD Investments, Inc. 25427
Street Address 1 Street Address 2
1886-B Hard Rd.
City State/Province/Country ZIP/Postal Code
Columbus OH 43235
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
OH
Recipient
Recipient CRD Number    None
Matthew P. Bonito 4587140
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
CFD Investments, Inc. 25427
Street Address 1 Street Address 2
1886-B Hard Rd.
City State/Province/Country ZIP/Postal Code
Columbus OH 43235
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
OH

13. Offering and Sales Amounts

Total Offering Amount $1,822,000 USD
or    Indefinite
Total Amount Sold $963,000 USD
Total Remaining to be Sold $859,000 USD
or    Indefinite

Clarification of Response (if Necessary):

The offering amount may be increased to as much as $9,500,000.

14. Investors

  
 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
14

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $150,315 USD
X Estimate
Finders' Fees $0 USD
X Estimate

Clarification of Response (if Necessary):

Calculated on the offering amount of $1,822,000.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$182,000 USD
X Estimate

Clarification of Response (if Necessary):

Calculated on the offering amount of $1,822,000.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
WNC Tax Credits 37, LLC /s/ David N. Shafer David N. Shafer Exec. Vice President of Managing Member of Manager of Issuer 2009-06-26

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.