10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended September 29, 2011

OR

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

For the Transition Period from  to ____________

Commission File Number: 0-17619

American Tax Credit Properties L.P.

(Exact Name of Registrant as Specified in its Charter)

Delaware	13-3458875
(State or Other Jurisdiction of Organization)	(I.R.S. Employer Incorporation or Identification No.)
Richman Tax Credit Properties L.P.
340 Pemberwick Road
Greenwich, Connecticut	06831
(Address of Principal Executive Offices)	(Zip Code)

Registrant's Telephone Number, Including Area Code:  (203) 869-0900

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 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 Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

Yes    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.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer  Accelerated Filer  Non-Accelerated Filer  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                                  

As of November 3, 2011, there are 41,286 units of limited partnership interest outstanding.

AMERICAN TAX CREDIT PROPERTIES L.P.

PART I - FINANCIAL INFORMATION

Table of Contents
	Page
Item 1. Financial Statements.
Balance Sheets	3
Statements of Operations	4
Statements of Cash Flows	5
Notes to Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.	10
Item 3. Quantitative and Qualitative Disclosure About Market Risk.	13
Item 4. Controls and Procedures.	14
Item 4T. Internal Control Over Financial Reporting.	14

2

AMERICAN TAX CREDIT PROPERTIES L.P.

BALANCE SHEETS

(UNAUDITED)

	September 29,			March 30,
	2011			2011
ASSETS
Cash and liquid investments
Cash and cash equivalents	$	259,364		$	154,743
Investment in Pemberwick Fund		1,141,102			1,161,425
Investment in bond		91,000			99,872
Total cash and liquid investments		1,491,466			1,416,040
Due from local partnerships		50,000			50,000
Interest receivable		99			123
Investment in local partnerships		472,322			382,951
	$	2,013,887		$	1,849,114
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses	$	25,616		$	92,911
Deferred revenue					50,000
Payable to general partner and affiliates		272,145			152,528
		297,761			295,439
Commitments and contingencies
Partners' equity (deficit)
General partner		(348,401	)		(350,341	)
Limited partners (41,286 units of limited partnership interest outstanding)		2,078,360			1,886,338
Accumulated other comprehensive income (loss)		(13,833	)		17,678
		1,716,126			1,553,675
	$	2,013,887		$	1,849,114

See Notes to Financial Statements.

3

AMERICAN TAX CREDIT PROPERTIES L.P.

STATEMENTS OF OPERATIONS

THREE AND SIX MONTH PERIODS ENDED SEPTEMBER 29, 2011 AND 2010

(UNAUDITED)

	Three Months Ended September 29, 2011			Six Months Ended September 29, 2011			Three Months  Ended September 29, 2010			Six Months Ended September 29, 2010
REVENUE
Interest	$	922		$	6,755		$	7,129		$	11,544
Other income from local partnerships											4,893
TOTAL REVENUE		922			6,755			7,129			16,437
EXPENSES
Administration fees		30,591			64,469			45,931			91,862
Management fee		29,216			61,571			43,867			87,734
Professional fees		22,378			38,357			14,494			28,370
State of New Jersey filing fee		11,544			23,088			11,655			23,310
Printing, postage and other		5,673			9,332			3,253			11,606
TOTAL EXPENSES		99,402			196,817			119,200			242,882
		(98,480	)		(190,062	)		(112,071	)		(226,445	)
Equity in income of investment in local partnerships		65,177			89,371			40,628			48,569
Loss prior to gain on sale of limited partner interests/local partnership properties		(33,303	)		(100,691	)		(71,443	)		(177,876	)
Gain on sale of limited partner interests/local partnership properties					358,750
NET INCOME (LOSS)		(33,303	)		258,059			(71,443	)		(177,876	)
Other comprehensive income (loss), net		(24,809	)		(31,511	)		17,392			12,667
COMPREHENSIVE INCOME (LOSS)	$	(58,112	)	$	226,548		$	(54,051	)	$	(165,209	)
NET INCOME (LOSS) ATTRIBUTABLE TO
General partner	$	(333	)	$	2,581		$	(715	)	$	(1,779	)
Limited partners		(32,970	)		255,478			(70,728	)		(176,097	)
	$	(33,303	)	$	258,059		$	(71,443	)	$	(177,876	)
NET INCOME (LOSS) per unit of limited partnership interest (41,286 units of limited partnership interest)	$	(.80	)	$	6.19		$	(1.72	)	$	(4.27	)

See Notes to Financial Statements.

4

AMERICAN TAX CREDIT PROPERTIES L.P.

STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED SEPTEMBER 29, 2011 AND 2010

(UNAUDITED)

	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received	$	12,921		$	14,014
Cash paid for
Administration fees		(6,423	)		(7,424	)
Professional fees		(60,671	)		(60,161	)
State of New Jersey filing fee		(62,475	)		(16,684	)
Printing, postage and other expenses		(14,926	)		(14,826	)
Net cash used in operating activities		(131,574	)		(85,081	)
CASH FLOWS FROM INVESTING ACTIVITIES
Investments in Pemberwick Fund		(8,458	)		(8,866	)
Proceeds in connection with sale of limited partner interests/local partnership properties		308,750
Investment in bond					(100,940	)
Distributions received from local partnerships					4,893
Net cash provided by (used in) investing activities		300,292			(104,913	)
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to partners		(64,097	)
Net cash used in financing activities		(64,097	)
Net increase (decrease) in cash and cash equivalents		104,621			(189,994	)
Cash and cash equivalents at beginning of period		154,743			295,778
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	259,364		$	105,784
SIGNIFICANT NONCASH INVESTING AND FINANCING ACTIVITIES
Decrease in deferred revenue in connection with sale of limited partner interests/local partnership properties	$	50,000
Unrealized gain (loss) on investment in Pemberwick Fund	$	(28,781	)	$	10,938
Unrealized gain (loss) on investment in bond	$	(2,730	)	$	1,729

See reconciliation of net income (loss) to net cash used in operating activities on page 6.

See Notes to Financial Statements.

5

AMERICAN TAX CREDIT PROPERTIES L.P.

STATEMENTS OF CASH FLOWS - CONTINUED

SIX MONTHS ENDED SEPTEMBER 29, 2011 AND 2010

(UNAUDITED)

	2011			2010
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH USED IN OPERATING ACTIVITIES
Net income (loss)	$	258,059		$	(177,876	)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Equity in income of investment in local partnerships		(89,371	)		(48,569	)
Gain on sale of limited partner interests/local partnership properties		(358,750	)
Other income from local partnerships					(4,893	)
Accrued interest purchased at date of investment in bond					1,750
Amortization of premium on investment in bond		6,142			819
Decrease (increase) in interest receivable		24			(99	)
Decrease in accounts payable and accrued expenses		(67,295	)		(28,385	)
Increase in due to general partner and affiliates		119,617			172,172
NET CASH USED IN OPERATING ACTIVITIES	$	(131,574	)	$	(85,081	)

See Notes to Financial Statements.

6

AMERICAN TAX CREDIT PROPERTIES L.P.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 29, 2011

(UNAUDITED)

1. Basis of Presentation

The accompanying unaudited financial statements of American Tax Credit Properties L.P. (the “Partnership”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information.  They do not include all information and footnotes required by GAAP for complete financial statements.  The results of operations are impacted, in part, by the combined results of operations of the Local Partnerships, which are provided by the Local Partnerships on an unaudited basis during interim periods.  Accordingly, the accompanying unaudited financial statements are dependent on such unaudited information.  In the opinion of the General Partner, the accompanying unaudited financial statements include all adjustments necessary to present fairly the financial position as of September 29, 2011 and the results of operations and cash flows for the interim periods presented.  All adjustments are of a normal recurring nature.  The results of operations for the six months ended September 29, 2011 are not necessarily indicative of the results that may be expected for the entire year.

Certain prior period balances have been reclassified to conform to the current period presentation.

2. Investment in Local Partnerships

The Partnership originally acquired limited partner interests (the “Local Partnership Interests”) in nineteen Local Partnerships representing capital contributions in the aggregate amount of $36,228,149, which includes voluntary advances made to certain Local Partnerships and all of which has been paid.  As of September 29, 2011, the Partnership holds a Local Partnership Interest in six Local Partnerships.  The Partnership has no legal obligation to fund any operating deficits of the Local Partnerships.

For the six months ended September 29, 2011, the investment in local partnerships activity consists of the following:

Investment in local partnerships as of March 30, 2011	$	382,951
Equity in income of investment in local partnerships		89,371	*
Investment in local partnerships as of September 29, 2011	$	472,322

*In the event the operations of a Local Partnership result in a loss, equity in loss of each investment in Local Partnership allocated to the Partnership is recognized to the extent of the Partnership’s investment balance in each Local Partnership.  Equity in loss in excess of the Partnership’s investment balance in a Local Partnership is allocated to other partners’ capital in any such Local Partnership.

In May 2011, the Partnership sold its Local Partnership Interest in Federal Apartments Limited Partnership (“Federal”) to an affiliate of the Local General Partner of Federal for $334,000, which is included in gain on sale of limited partner interests/local partnership properties in the accompanying unaudited statement of operations for the six months ended September 29, 2011.  The Partnership received a $50,000 nonrefundable deposit in January 2011, which is reflected as deferred revenue in the accompanying unaudited balance sheet as of March 30, 2011, and the remaining $284,000 during the six months ended September 29, 2011.  The Partnership’s investment balance in Federal, after cumulative equity losses, became zero during the year ended March 30, 1997.

During the year ended March 30, 2007, the Property owned by 4611 South Drexel Limited Partnership, one of the Partnership’s Local Partnership Interests, was sold.  In connection with the sale, the parties established an escrow (the “Escrow”) to provide for the potential payment of certain contingencies related to the sale.  In July 2011, the Partnership received $24,750 upon release of the Escrow; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying unaudited statement of operations for the six months ended September 29, 2011.

7

AMERICAN TAX CREDIT PROPERTIES L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

SEPTEMBER 29, 2011

(UNAUDITED)

2. Investment in Local Partnerships (Continued)

In December 2010, Dunbar Limited Partnership (“Dunbar”) and Dunbar Limited Partnership No. 2 (“Dunbar 2”), which Local Partnerships have the same Local General Partner (the “Dunbar Local General Partner”), sold their underlying Properties to affiliates of the Dunbar Local General Partner.  During the six months ended September 29, 2011, the Partnership paid $64,097 in withholding tax to the state in which the Properties owned by Dunbar and Dunbar 2 are located on behalf of the Partnership’s partners.  Such amount is reflected as distributions to partners in the accompanying unaudited financial statements as of and for the six months ended September 29, 2011.

Cobbet Hill Associates Limited Partnership (“Cobbet”) was originally financed with a first mortgage with mandatory monthly payment terms with the Massachusetts Housing Finance Agency (“MHFA”) and a second mortgage with MHFA under the State Housing Assistance for Rental Production Program (the “SHARP Operating Loan”) whereby proceeds would be advanced monthly as an operating subsidy (the “Operating Subsidy Payments”).  The terms of the SHARP Operating Loan called for declining Operating Subsidy Payments over its term (not more than 15 years).  However, due to the economic condition of the Northeast region in the early 1990’s, MHFA instituted an operating deficit loan (the “ODL”) program that supplemented the scheduled reduction in the Operating Subsidy Payments.  Effective October 1, 1997, MHFA announced its intention to eliminate the ODL program, such that Cobbet no longer receives the ODL, without which Cobbet is unable to make the full mandatory debt service payments on its first mortgage.  MHFA issued a formal notice of default dated February 2, 2004.  The Local General Partners of Cobbet have informed MHFA that they would transfer the ownership of the Property to the unaffiliated management agent or to other parties, which might redevelop and recapitalize the Property.  The Partnership does not believe that it will receive any proceeds from such a transfer.  Since the date MHFA ceased funding the ODL through December 31, 2010, Cobbet has accumulated over $10,281,000 of arrearages and other charges on the first mortgage; as a result of the default, principal and accrued interest in excess of $24,000,000 in connection with the first mortgage, the SHARP Operating Loan and the ODL are considered currently due.  Cumulative voluntary advances made by the Partnership to Cobbet as of September 29, 2011 total $392,829, none of which were made during the six months then ended.  Such voluntary advances were recorded as investment in local partnerships and were written off as additional equity in loss of investment in local partnerships.  The Partnership’s investment balance in Cobbet, after cumulative equity losses, became zero during the year ended March 30, 1994.

The Partnership’s investment balance in Madison-Bellefield Associates (“Madison-Bellefield”) of $472,322 as of September 29, 2011 represents more than 20% of the Partnership’s total assets and its equity in income of its investment in Madison-Bellefield of $89,371 represents more than 20% of the Partnership’s net income for the six months ended September 29, 2011.  The following financial information represents certain unaudited balance sheet and operating statement data of Madison-Bellefield as of and for the six months ended June 30, 2011:

Total assets	$	2,211,454
Total liabilities	$	1,744,253
Revenue	$	762,292
Net income	$	90,274

3. Investment in Pemberwick Fund

The Partnership carries its investment in Pemberwick Fund (“Pemberwick”) at estimated fair value.  The fair value of the Partnership’s investment in Pemberwick is classified within Level 1 of the fair value hierarchy of the guidance on Fair Value Measurements as defined in Accounting Standards Codification (“ASC”) Topic 820.  Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Partnership has the ability to access.  Pemberwick’s net asset value (“NAV”) is $9.89 per share as of September 29, 2011.  An unrealized loss of $13,833 is reflected as accumulated other comprehensive loss in the accompanying unaudited balance sheet as of September 29, 2011.  As of September 29, 2011, the Partnership has earned $27,398 of interest revenue from its investment in Pemberwick.

8

AMERICAN TAX CREDIT PROPERTIES L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

SEPTEMBER 29, 2011

(UNAUDITED)

4. Investment in Bond

The Partnership carries its investment in bond as available-for-sale because such investment is used to facilitate and provide flexibility for its obligations, including resolving circumstances that may arise in connection with the Local Partnerships.  Investment in bond is reflected in the accompanying unaudited balance sheets at estimated fair value and is classified within Level 1 of the fair value hierarchy of the guidance on Fair Value Measurements (see Note 3).  The bond was called on October 3, 2011; accordingly, there is no accumulated other comprehensive income or loss associated with the Partnership’s investment in bond in the accompanying unaudited balance sheet as of September 29, 2011.  The Partnership’s cumulative annualized return on the bond for the sixteen month holding period totaled approximately 2.94%.

5. Additional Information

Additional information, including the audited March 30, 2011 Financial Statements and the Organization, Purpose and Summary of Significant Accounting Policies, is included in the Partnership's Annual Report on Form 10-K for the fiscal year ended March 30, 2011 on file with the Securities and Exchange Commission.

9

AMERICAN TAX CREDIT PROPERTIES L.P.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

Material Changes in Financial Condition

As of September 29, 2011, American Tax Credit Properties L.P. (the “Registrant”) experienced a significant change in financial condition as compared to March 30, 2011 primarily as the result of proceeds received in connection with the sale of its limited partner interest (the “Local Partnership Interest”) in Federal Apartments Limited Partnership (“Federal”) (see discussion below under Results of Operations and Local Partnership Matters).  Principal changes in assets are comprised of periodic transactions and adjustments and equity in income (loss) from operations of the local partnerships (the “Local Partnerships”), which own low-income multifamily residential complexes (the “Properties”) that qualified for the low-income tax credit in accordance with Section 42 of the Internal Revenue Code (the “Low-income Tax Credit”).  During the six months ended September 29, 2011, Registrant received cash from interest revenue, proceeds in connection with the sale of its Local Partnership Interest in Federal and the release of an escrow established in connection with the fiscal 2007 sale of the Property owned by 4611 South Drexel Limited Partnership (“South Drexel”) (see discussion below under Results of Operations and Local Partnership Matters), and utilized cash for operating expenses, withholding taxes paid on behalf of the partners (see discussion below under Local Partnership Matters) and investments in Pemberwick Fund (“Pemberwick”).  Cash and cash equivalents, investment in Pemberwick and investment in bond increased, in the aggregate, by approximately $75,000 during the six months ended September 29, 2011 (which includes unrealized losses on investment in Pemberwick and investment in bond in the aggregate of approximately $32,000 and amortization of premium on investment in bond of approximately $6,000).  The bond owned by Registrant was called on October 3, 2011 at par; Registrant’s cumulative annualized return on the bond for the sixteen month holding period totaled approximately 2.94%.  Accordingly, Registrant did not experience any adverse impact in connection with such investment.  During the six months ended September 29, 2011, the investment in local partnerships increased as a result of Registrant's equity in the Local Partnerships' net income for the six months ended June 30, 2011 of $89,371.  Payable to general partner and affiliates represents accrued administration and management fees in the accompanying unaudited balance sheet as of September 29, 2011.

Results of Operations

Registrant’s operating results are dependent, in part, upon the operating results of the Local Partnerships and are impacted by the Local Partnerships’ policies.  In addition, the operating results herein are not necessarily the same for tax reporting.  Registrant accounts for its investment in local partnerships in accordance with the equity method of accounting.  Accordingly, the investment is carried at cost and is adjusted for Registrant’s share of each Local Partnership’s results of operations and by cash distributions received.  In the event the operations of a Local Partnership result in a loss, equity in loss of each investment in Local Partnership allocated to Registrant is recognized to the extent of Registrant’s investment balance in each Local Partnership.  Equity in loss in excess of Registrant’s investment balance in a Local Partnership is allocated to other partners’ capital in any such Local Partnership.

Cumulative losses and cash distributions in excess of investment in local partnerships may result from a variety of circumstances, including a Local Partnership's accounting policies, subsidy structure, debt structure and operating deficits, among other things.  In addition, the book value of Registrant’s investment in each Local Partnership (the “Local Partnership Carrying Value”) may be reduced if the Local Partnership Carrying Value is considered to exceed the estimated value derived by management.  Accordingly, cumulative losses and cash distributions in excess of the investment or an adjustment to a Local Partnership’s Carrying Value are not necessarily indicative of adverse operating results of a Local Partnership.

Registrant’s operations for the three months ended September 29, 2011 and 2010 resulted in net losses of $33,303 and $71,443, respectively.  The decrease in net loss from fiscal 2010 to fiscal 2011 is primarily attributable to an increase in equity in income of investment in local partnerships of approximately $25,000, which is attributable to an increase in the net income of the Local Partnership in which Registrant continues to have an investment balance.  Other comprehensive loss for the three months ended September 29, 2011 resulted from an unrealized gain (loss) on investment in Pemberwick and investment in bond of $(25,332) and $523, respectively.

10

AMERICAN TAX CREDIT PROPERTIES L.P.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued).

Registrant’s operations for the six months ended September 29, 2011 and 2010 resulted in net income (loss) of $258,059 and $(177,876), respectively.  The increase in net income from fiscal 2010 to fiscal 2011 is primarily attributable to (i) gains of $334,000 and approximately $25,000 recognized in fiscal 2011 in connection with Registrant’s sale of its Local Partnership Interest in Federal and the release of the South Drexel escrow, respectively, (see discussion below under Local Partnership Matters), (ii) a decrease in operating expenses of approximately $46,000 and (iii) an increase in equity in income of investment in local partnerships of approximately $41,000, which is attributable to an increase in the net income of the Local Partnership in which Registrant continues to have an investment balance.  Other comprehensive loss for the six months ended September 29, 2011 resulted from unrealized losses on investment in Pemberwick and investment in bond of $28,781 and $2,730, respectively.

Local Partnership Matters

Registrant's primary objective, to provide Low-income Tax Credits to its limited partners (the “Limited Partners”), has been completed.  The relevant state tax credit agency allocated each of the Local Partnerships an amount of Low-income Tax Credits, which are generally available for a ten year period from the year the Property is placed in service (the “Ten Year Credit Period”).  The Ten Year Credit Period was fully exhausted with respect to all of the Properties as of December 31, 2003.  The required holding period of each Property, in order to avoid Low-income Tax Credit recapture, is fifteen years from the year in which the Low-income Tax Credits commence on the last building of the Property (the "Compliance Period").  The Compliance Period of all of the Local Partnerships had expired as of December 31, 2004.  In addition, certain of the Local Partnerships entered into agreements with the relevant state tax credit agencies whereby the Local Partnerships must maintain the low-income nature of the Properties for a period which exceeds the Compliance Period (in certain circumstances, up to 50 years from when the Property is placed in service, but commonly 30 years from the date any such Property is placed in service), regardless of a sale of the Properties by the Local Partnerships after the Compliance Period (the “Extended Use Provisions”).  Although the Extended Use Provisions do not extend the Compliance Period of the respective Local Partnerships, such provisions may limit the number and availability of potential purchasers of the Properties.  Accordingly, a sale of a Property may happen well after the expiration of the Compliance Period and/or may be significantly discounted.  Registrant is in the process of disposing of its Local Partnership Interests.  As of November 2011, Registrant owns six of the nineteen Local Partnership Interests originally acquired.  Registrant has served a demand on the local general partners (the “Local General Partners”) of all remaining Local Partnerships to commence a sale process to dispose of the Properties.  In the event a sale cannot be consummated, it is the General Partner’s intention to sell or assign Registrant’s Local Partnership Interests.  Following the final disposition of its Local Partnership Interests, Registrant intends to dissolve.  It is uncertain as to the amount, if any, that Registrant will receive with respect to each specific Property from such sales or assignments.  There can be no assurance as to when Registrant will dispose of its remaining Local Partnership Interests.

The Properties are principally comprised of subsidized and leveraged low-income multifamily residential complexes located throughout the United States and in Puerto Rico.  Many of the Local Partnerships receive rental subsidy payments, including payments under Section 8 of Title II of the Housing and Community Development Act of 1974 ("Section 8”).  The subsidy agreements expire at various times.  Since October 1997, the United States Department of Housing and Urban Development (“HUD”) has issued a series of directives related to project based Section 8 contracts that define owners’ notification responsibilities, advise owners of project based Section 8 properties of what their options are regarding the renewal of Section 8 contracts, provide guidance and procedures to owners, management agents, contract administrators and HUD staff concerning renewal of Section 8 contracts, provide policies and procedures on setting renewal rents and handling renewal rent adjustments and provide the requirements and procedures for opting-out of a Section 8 project based contract.  Registrant cannot reasonably predict legislative initiatives and governmental budget negotiations, the outcome of which could result in a reduction in funds available for the various federal and state administered housing programs including the Section 8 program.  Such changes could adversely affect the future net operating income before debt service (“NOI”) and debt structure of any or all Local Partnerships currently receiving such subsidy or similar subsidies.  Five Local Partnerships’ Section 8 contracts are currently subject to renewal under applicable HUD guidelines.  Of the five Local Partnerships noted above, two have entered into restructuring agreements, resulting in a change to both rent subsidy and mandatory debt service.

11

AMERICAN TAX CREDIT PROPERTIES L.P.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued).

The Local Partnerships have various financing structures which include (i) required debt service payments ("Mandatory Debt Service") and (ii) debt service payments that are payable only from available cash flow subject to the terms and conditions of the notes, which may be subject to specific laws, regulations and agreements with appropriate federal and state agencies ("Non-Mandatory Debt Service or Interest").  Registrant has no legal obligation to fund any operating deficits of the Local Partnerships.

In May 2011, Registrant sold its Local Partnership Interest in Federal to an affiliate of the Local General Partner of Federal for $334,000, which is included in gain on sale of limited partner interests/local partnership properties in the accompanying unaudited statement of operations for the six months ended September 29, 2011.  Registrant received a $50,000 nonrefundable deposit in January 2011, which is reflected as deferred revenue in the accompanying unaudited balance sheet as of March 30, 2011, and the remaining $284,000 during the six months ended September 29, 2011.  Registrant’s investment balance in Federal, after cumulative equity losses, became zero during the year ended March 30, 1997.

During the year ended March 30, 2007, the Property owned by South Drexel, one of Registrant’s Local Partnership Interests, was sold.  In connection with the sale, the parties established an escrow (the “Escrow”) to provide for the potential payment of certain contingencies related to the sale.  In July 2011, Registrant received $24,750 upon release of the Escrow; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying unaudited statement of operations for the six months ended September 29, 2011.

In December 2010, Dunbar Limited Partnership (“Dunbar”) and Dunbar Limited Partnership No. 2 (“Dunbar 2”), which Local Partnerships have the same Local General Partner (the “Dunbar Local General Partner”), sold their underlying Properties to affiliates of the Dunbar Local General Partner.  During the six months ended September 29, 2011, Registrant paid $64,097 in withholding tax to the state in which the Properties owned by Dunbar and Dunbar 2 are located on behalf of Registrant’s partners.  Such amount is reflected as distributions to partners in the accompanying unaudited financial statements as of and for the six months ended September 29, 2011.

Cobbet Hill Associates Limited Partnership (“Cobbet”) was originally financed with a first mortgage with mandatory monthly payment terms with the Massachusetts Housing Finance Agency (“MHFA”) and a second mortgage with MHFA under the State Housing Assistance for Rental Production Program (the “SHARP Operating Loan”) whereby proceeds would be advanced monthly as an operating subsidy (the “Operating Subsidy Payments”).  The terms of the SHARP Operating Loan called for declining Operating Subsidy Payments over its term (not more than 15 years).  However, due to the economic condition of the Northeast region in the early 1990’s, MHFA instituted an operating deficit loan (the “ODL”) program that supplemented the scheduled reduction in the Operating Subsidy Payments.  Effective October 1, 1997, MHFA announced its intention to eliminate the ODL program, such that Cobbet no longer receives the ODL, without which Cobbet is unable to make the full mandatory debt service payments on its first mortgage.  MHFA issued a formal notice of default dated February 2, 2004.  The Local General Partners of Cobbet have informed MHFA that they would transfer the ownership of the Property to the unaffiliated management agent or to other parties, which might redevelop and recapitalize the Property.  Registrant does not believe that it will receive any proceeds from such a transfer.  Since the date MHFA ceased funding the ODL through December 31, 2010, Cobbet has accumulated over $10,281,000 of arrearages and other charges on the first mortgage; as a result of the default, principal and accrued interest in excess of $24,000,000 in connection with the first mortgage, the SHARP Operating Loan and the ODL are considered currently due.  Registrant’s investment balance in Cobbet, after cumulative equity losses, became zero during the year ended March 30, 1994.

12

AMERICAN TAX CREDIT PROPERTIES L.P.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued).

Critical Accounting Policies and Estimates

The accompanying unaudited financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), which requires Registrant to make certain estimates and assumptions.  The following section is a summary of certain aspects of those accounting policies that may require subjective or complex judgments and are most important to the portrayal of Registrant’s financial condition and results of operations.  Registrant believes that there is a low probability that the use of different estimates or assumptions in making these judgments would result in materially different amounts being reported in the accompanying unaudited financial statements.

· Registrant accounts for its investment in local partnerships in accordance with the equity method of accounting.

· If the book value of Registrant’s investment in a Local Partnership exceeds the estimated value derived by management, Registrant reduces its investment in any such Local Partnership and includes such reduction in equity in loss of investment in local partnerships.  Registrant makes such assessment at least annually in the fourth quarter of its fiscal year or whenever there are indications that a permanent impairment may have occurred.  A loss in value of an investment in a Local Partnership other than a temporary decline would be recorded as an impairment loss.  Impairment is measured by comparing the investment carrying amount to the estimated residual value of the investment.

· Registrant does not consolidate the accounts and activities of the Local Partnerships, which are considered Variable Interest Entities as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810; Subtopic 10, because Registrant is not considered the primary beneficiary.  Registrant’s balance in investment in local partnerships represents the maximum exposure to loss in connection with such investments.  Registrant’s exposure to loss on the Local Partnerships is mitigated by the condition and financial performance of the underlying Properties as well as the financial strength of the Local General Partners.  In addition, the Local Partnerships’ partnership agreements grant the Local General Partners the power to direct the activities that most significantly impact the Local Partnerships’ economic success.

Forward-Looking Information

As a cautionary note, with the exception of historical facts, the matters discussed in this quarterly report on Form 10-Q are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”).  Forward-looking statements may relate to, among other things, current expectations, forecasts of future events, future actions, future performance generally, business development activities, capital expenditures, strategies, the outcome of contingencies, future financial results, financing sources and availability and the effects of regulation and competition.  Words such as “anticipate,” “expect,” “intend,” “plan,” “seek,” “estimate” and other words and terms of similar meaning in connection with discussions of future operating or financial performance signify forward-looking statements.  Registrant may also provide written forward-looking statements in other materials released to the public.  Such statements are made in good faith by Registrant pursuant to the “Safe Harbor” provisions of the Reform Act.  Registrant undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise.  Such forward-looking statements involve known risks, uncertainties and other factors that may cause Registrant’s actual results of operations or actions to be materially different from future results of operations or actions expressed or implied by the forward-looking statements.

Item 3.  Quantitative and Qualitative Disclosure About Market Risk.

Registrant’s investment in Pemberwick is subject to certain risk.  The fixed income securities in which Pemberwick invests are subject to interest rate risk, credit risk, prepayment risk, counterparty risk, municipal securities risk, liquidity risk, management risk, government security risk and valuation risk.  Typically, when interest rates rise, the market prices of fixed income securities go down.  Pemberwick is classified as “non-diversified,” and thus may invest most of its assets in securities issued by or representing a small number of issuers.  As a result, Pemberwick may be more susceptible to the risks associated with these particular issuers, or to a single economic, political or regulatory occurrence affecting these issuers.  These risks could adversely affect Pemberwick’s net asset value (“NAV”), yield and total return.

13

AMERICAN TAX CREDIT PROPERTIES L.P.

Item 3.  Quantitative and Qualitative Disclosure About Market Risk (Continued).

As noted above in Item 2 under Material Changes in Financial Condition, the bond owned by Registrant as of September 29, 2011 was called on October 3, 2011 at par; Registrant’s cumulative annualized return on the bond for the sixteen month holding period totaled approximately 2.94%.  Accordingly, Registrant did not experience any adverse impact in connection with such investment.

Item 4.  Controls and Procedures.

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed by Registrant in reports that Registrant files or submits under the Exchange Act is recorded, processed, summarized and timely reported as provided in SEC rules and forms.  Registrant periodically reviews the design and effectiveness of its disclosure controls and procedures, including compliance with various laws and regulations that apply to its operations.  Registrant makes modifications to improve the design and effectiveness of its disclosure controls and procedures, and may take other corrective action, if its reviews identify a need for such modifications or actions.  In designing and evaluating the disclosure controls and procedures, Registrant recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Registrant has carried out an evaluation, under the supervision and the participation of its management, including the Chief Executive Officer and Chief Financial Officer of the general partner of the General Partner, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), as of the three months ended September 29, 2011.  Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer of the general partner of the General Partner concluded that Registrant’s disclosure controls and procedures were effective as of September 29, 2011.

Item 4T.  Internal Control Over Financial Reporting.

There were no changes in Registrant’s internal control over financial reporting during the three months ended September 29, 2011 that have materially affected, or are reasonably likely to materially affect, Registrant’s internal control over financial reporting.

14

AMERICAN TAX CREDIT PROPERTIES L.P.

Part II - OTHER INFORMATION

Item 1.	Legal Proceedings.
	None.
Item 1A.	Risk Factors.
	There have been no material changes from the risk factors previously disclosed in Item 1A of Registrant’s Annual Report on Form 10-K for the year ended March 30, 2011.
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.
	None.
Item 3.	Defaults Upon Senior Securities.
	None; see Item 2 of Part I regarding the mortgage default of a certain Local Partnership.
Item 4.	Removed and Reserved.
Item 5.	Other Information.
	None.
Item 6.	Exhibits.
	Exhibit 31.1 -	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
	Exhibit 31.2 -	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
	Exhibit 32.1 -	Section 1350 Certification of Chief Executive Officer.
	Exhibit 32.2 -	Section 1350 Certification of Chief Financial Officer.
	Exhibit 101.ins -	XBRL Instance.
	Exhibit 101.xsd -	XBRL Schema.
	Exhibit 101.cal -	XBRL Calculation.
	Exhibit 101.def -	XBRL Definition.
	Exhibit 101.lab -	XBRL Label.
	Exhibit 101.pre -	XBRL Presentation.

15

SIGNATURES

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

	AMERICAN TAX CREDIT PROPERTIES L.P.
	(a Delaware limited partnership)
	By:Richman Tax Credit Properties L.P.,
	General Partner
	By:Richman Tax Credit Properties Inc.,
	general partner
Dated: November 3, 2011	/s/David Salzman
	By:David Salzman
	Chief Executive Officer
Dated: November 3, 2011	/s/James Hussey
	By:James Hussey
	Chief Financial Officer
Dated: November 3, 2011	/s/Richard Paul Richman
	By:Richard Paul Richman
	Sole Director

16

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, David Salzman, certify that:

1. I have reviewed this quarterly report on Form 10-Q of American Tax Credit Properties L.P. (the “registrant”);

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-15(e) and 15d-15(e)) 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 our 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; and

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.

Date:  November 3, 2011	/s/David Salzman
	David Salzman
	Chief Executive Officer of Richman
	Tax Credit Properties Inc., general
	partner of Richman Tax Credit
	Properties L.P., general partner of the registrant

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, James Hussey, certify that:

1. I have reviewed this quarterly report on Form 10-Q of American Tax Credit Properties L.P. (the “registrant”);

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-15(e) and 15d-15(e)) 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 our 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; and

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.

Date:  November 3, 2011	/s/James Hussey
	James Hussey
	Chief Financial Officer of Richman Tax
	Credit Properties Inc., general partner of
	Richman Tax Credit Properties L.P.,
	general partner of the registrant

EX-32.1

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 American Tax Credit Properties L.P. (the “Registrant”) on Form 10-Q for the period ended September 29, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Salzman, Chief Executive Officer of Richman Tax Credit Properties Inc., general partner of Richman Tax Credit Properties L.P., general partner of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 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 results of operations of the Registrant.

/s/David Salzman                                                                

David Salzman

Chief Executive Officer of Richman Tax

Credit Properties Inc., general partner of

Richman Tax Credit Properties L.P., general

partner of the Registrant

November 3, 2011

EX-32.2

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 American Tax Credit Properties L.P. (the “Registrant”) on Form 10-Q for the period ended September 29, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James Hussey, Chief Financial Officer of Richman Tax Credit Properties Inc., general partner of Richman Tax Credit Properties L.P., general partner of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 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 results of operations of the Registrant.

/s/James Hussey                                                                

James Hussey

Chief Financial Officer of Richman Tax

Credit Properties Inc., general partner of

Richman Tax Credit Properties L.P., general

partner of the Registrant

November 3, 2011

XML

BALANCE SHEETS PARENTHETICAL	Sep. 29, 2011	Mar. 30, 2011
Units of limited partnership interest outstanding	41,286	41,286

XML

STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		6 Months Ended
	Sep. 29, 2011	Sep. 29, 2010	Sep. 29, 2011	Sep. 29, 2010
Interest	$ 922	$ 7,129	$ 6,755	$ 11,544
Other income from local partnerships				4,893
TOTAL REVENUE	922	7,129	6,755	16,437
Administration fees	30,591	45,931	64,469	91,862
Management fee	29,216	43,867	61,571	87,734
Professional fees	22,378	14,494	38,357	28,370
State of New Jersey filing fee	11,544	11,655	23,088	23,310
Printing, postage and other	5,673	3,253	9,332	11,606
TOTAL EXPENSES	99,402	119,200	196,817	242,882
LOSS PRIOR TO EQUITY IN INCOME OF INVESTMENT IN LOCAL PARTNERSHIPS AND GAIN ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES	(98,480)	(112,071)	(190,062)	(226,445)
Equity in income of investment in local partnerships	65,177	40,628	89,371	48,569
Loss prior to gain on sale of limited partner interests/local partnership properties	(33,303)	(71,443)	(100,691)	(177,876)
Gain on sale of limited partner interests/local partnership properties			358,750
NET INCOME (LOSS)	(33,303)	(71,443)	258,059	(177,876)
General partner income (loss)	(333)	(715)	2,581	(1,779)
Limited partners income (loss)	$ (32,970)	$ (70,728)	$ 255,478	$ (176,097)
NET INCOME (LOSS) per unit of limited partnership interest (41,286 units of limited partnership interest)	$ (0.80)	$ (1.72)	$ 6.19	$ (4.27)

XML

Document and Entity Information	3 Months Ended
	Sep. 29, 2011	Nov. 03, 2011
Document and Entity Information
Entity Registrant Name	AMERICAN TAX CREDIT PROPERTIES LP
Document Type	10-Q
Document Period End Date	Sep. 29, 2011
Amendment Flag	false
Entity Central Index Key	0000830159
Current Fiscal Year End Date	--03-30
Entity Common Stock, Shares Outstanding		41,286
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2

XML

Additional Information

3 Months Ended

Sep. 29, 2011

Organization, Consolidation and Presentation of Financial Statements

Additional Financial Information Disclosure [Text Block]

5.    Additional Information

Additional information, including the audited March 30, 2011 Financial Statements and the Organization, Purpose and Summary of Significant Accounting Policies, is included in the Partnership's Annual Report on Form 10-K for the fiscal year ended March 30, 2011 on file with the Securities and Exchange Commission.

XML

Basis of Presentation

3 Months Ended

Sep. 29, 2011

Organization, Consolidation and Presentation of Financial Statements

Basis of Accounting [Text Block]

1.     Basis of Presentation

The accompanying unaudited financial statements of American Tax Credit Properties L.P. (the “Partnership”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information.  They do not include all information and footnotes required by GAAP for complete financial statements.  The results of operations are impacted, in part, by the combined results of operations of the Local Partnerships, which are provided by the Local Partnerships on an unaudited basis during interim periods.  Accordingly, the accompanying unaudited financial statements are dependent on such unaudited information.  In the opinion of the General Partner, the accompanying unaudited financial statements include all adjustments necessary to present fairly the financial position as of September 29, 2011 and the results of operations and cash flows for the interim periods presented.  All adjustments are of a normal recurring nature.  The results of operations for the six months ended September 29, 2011 are not necessarily indicative of the results that may be expected for the entire year.

Certain prior period balances have been reclassified to conform to the current period presentation.

XML

STATEMENTS OF CASH FLOWS (USD $)	6 Months Ended
	Sep. 29, 2011	Sep. 29, 2010
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received	$ 12,921	$ 14,014
Cash paid for administration fees	(6,423)	(7,424)
Cash paid for professional fees	(60,671)	(60,161)
Cash paid for State of New Jersey filing fee	(62,475)	(16,684)
Cash paid for printing, postage and other expenses	(14,926)	(14,826)
Net cash used in operating activities	(131,574)	(85,081)
CASH FLOWS FROM INVESTING ACTIVITIES
Investments in Pemberwick Fund	(8,458)	(8,866)
Proceeds in connection with sale of limited partner interests/local partnership properties	308,750
Investments in bond		(100,940)
Distributions received from local partnerships		4,893
Net cash provided by (used in) investing activities	300,292	(104,913)
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to partners	(64,097)
Net cash used in financing activities	(64,097)
Net increase (decrease) in cash and cash equivalents	104,621	(189,994)
Cash and cash equivalents at beginning of period	154,743	295,778
CASH AND CASH EQUIVALENTS AT END OF PERIOD	259,364	105,784
SIGNIFICANT NONCASH INVESTING AND FINANCING ACTIVITIES
Decrease in deferred revenue in connection with sale of limited partner interests/local partnership properties	50,000
Unrealized gain (loss) on investment in Pemberwick Fund	(28,781)	10,938
Unrealized gain (loss) on investment in bond	$ (2,730)	$ 1,729

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Investment in Local Partnerships

3 Months Ended

Sep. 29, 2011

Investments in and Advances to Affiliates

Investments in and Advances to Affiliates, Schedule of Investments [Text Block]

2.     Investment in Local Partnerships

The Partnership originally acquired limited partner interests (the “Local Partnership Interests”) in nineteen Local Partnerships representing capital contributions in the aggregate amount of $36,228,149, which includes voluntary advances made to certain Local Partnerships and all of which has been paid.  As of September 29, 2011, the Partnership holds a Local Partnership Interest in six Local Partnerships.  The Partnership has no legal obligation to fund any operating deficits of the Local Partnerships.

For the six months ended September 29, 2011, the investment in local partnerships activity consists of the following:

Investment in local partnerships as of March 30, 2011	$	382,951
Equity in income of investment in local partnerships		89,371	*
Investment in local partnerships as of September 29, 2011	$	472,322

*In the event the operations of a Local Partnership result in a loss, equity in loss of each investment in Local Partnership allocated to the Partnership is recognized to the extent of the Partnership’s investment balance in each Local Partnership.  Equity in loss in excess of the Partnership’s investment balance in a Local Partnership is allocated to other partners’ capital in any such Local Partnership.

In May 2011, the Partnership sold its Local Partnership Interest in Federal Apartments Limited Partnership (“Federal”) to an affiliate of the Local General Partner of Federal for $334,000, which is included in gain on sale of limited partner interests/local partnership properties in the accompanying unaudited statement of operations for the six months ended September 29, 2011.  The Partnership received a $50,000 nonrefundable deposit in January 2011, which is reflected as deferred revenue in the accompanying unaudited balance sheet as of March 30, 2011, and the remaining $284,000 during the six months ended September 29, 2011.  The Partnership’s investment balance in Federal, after cumulative equity losses, became zero during the year ended March 30, 1997.

During the year ended March 30, 2007, the Property owned by 4611 South Drexel Limited Partnership, one of the Partnership’s Local Partnership Interests, was sold.  In connection with the sale, the parties established an escrow (the “Escrow”) to provide for the potential payment of certain contingencies related to the sale.  In July 2011, the Partnership received $24,750 upon release of the Escrow; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying unaudited statement of operations for the six months ended September 29, 2011.

In December 2010, Dunbar Limited Partnership (“Dunbar”) and Dunbar Limited Partnership No. 2 (“Dunbar 2”), which Local Partnerships have the same Local General Partner (the “Dunbar Local General Partner”), sold their underlying Properties to affiliates of the Dunbar Local General Partner.  During the six months ended September 29, 2011, the Partnership paid $64,097 in withholding tax to the state in which the Properties owned by Dunbar and Dunbar 2 are located on behalf of the Partnership’s partners.  Such amount is reflected as distributions to partners in the accompanying unaudited financial statements as of and for the six months ended September 29, 2011.

Cobbet Hill Associates Limited Partnership (“Cobbet”) was originally financed with a first mortgage with mandatory monthly payment terms with the Massachusetts Housing Finance Agency (“MHFA”) and a second mortgage with MHFA under the State Housing Assistance for Rental Production Program (the “SHARP Operating Loan”) whereby proceeds would be advanced monthly as an operating subsidy (the “Operating Subsidy Payments”).  The terms of the SHARP Operating Loan called for declining Operating Subsidy Payments over its term (not more than 15 years).  However, due to the economic condition of the Northeast region in the early 1990’s, MHFA instituted an operating deficit loan (the “ODL”) program that supplemented the scheduled reduction in the Operating Subsidy Payments.  Effective October 1, 1997, MHFA announced its intention to eliminate the ODL program, such that Cobbet no longer receives the ODL, without which Cobbet is unable to make the full mandatory debt service payments on its first mortgage.  MHFA issued a formal notice of default dated February 2, 2004.  The Local General Partners of Cobbet have informed MHFA that they would transfer the ownership of the Property to the unaffiliated management agent or to other parties, which might redevelop and recapitalize the Property.  The Partnership does not believe that it will receive any proceeds from such a transfer.  Since the date MHFA ceased funding the ODL through December 31, 2010, Cobbet has accumulated over $10,281,000 of arrearages and other charges on the first mortgage; as a result of the default, principal and accrued interest in excess of $24,000,000 in connection with the first mortgage, the SHARP Operating Loan and the ODL are considered currently due.  Cumulative voluntary advances made by the Partnership to Cobbet as of September 29, 2011 total $392,829, none of which were made during the six months then ended.  Such voluntary advances were recorded as investment in local partnerships and were written off as additional equity in loss of investment in local partnerships.  The Partnership’s investment balance in Cobbet, after cumulative equity losses, became zero during the year ended March 30, 1994.

The Partnership’s investment balance in Madison-Bellefield Associates (“Madison-Bellefield”) of $472,322 as of September 29, 2011 represents more than 20% of the Partnership’s total assets and its equity in income of its investment in Madison-Bellefield of $89,371 represents more than 20% of the Partnership’s net income for the six months ended September 29, 2011.  The following financial information represents certain unaudited balance sheet and operating statement data of Madison-Bellefield as of and for the six months ended June 30, 2011:

Total assets	$	2,211,454
Total liabilities	$	1,744,253
Revenue	$	762,292
Net income	$	90,274

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Investment in Pemberwick Fund

3 Months Ended

Sep. 29, 2011

Investment in Pemberwick Fund {1}

Investment in Pemberwick Fund

3.     Investment in Pemberwick Fund

The Partnership carries its investment in Pemberwick Fund (“Pemberwick”) at estimated fair value.  The fair value of the Partnership’s investment in Pemberwick is classified within Level 1 of the fair value hierarchy of the guidance on Fair Value Measurements as defined in Accounting Standards Codification (“ASC”) Topic 820.  Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Partnership has the ability to access.  Pemberwick’s net asset value (“NAV”) is $9.89 per share as of September 29, 2011.  An unrealized loss of $13,833 is reflected as accumulated other comprehensive loss in the accompanying unaudited balance sheet as of September 29, 2011.  As of September 29, 2011, the Partnership has earned $27,398 of interest revenue from its investment in Pemberwick.

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Investment in Bond

3 Months Ended

Sep. 29, 2011

Investment in Bond

Investment in Bond

4.    Investment in Bond

The Partnership carries its investment in bond as available-for-sale because such investment is used to facilitate and provide flexibility for its obligations, including resolving circumstances that may arise in connection with the Local Partnerships.  Investment in bond is reflected in the accompanying unaudited balance sheets at estimated fair value and is classified within Level 1 of the fair value hierarchy of the guidance on Fair Value Measurements (see Note 3).  The bond was called on October 3, 2011; accordingly, there is no accumulated other comprehensive income or loss associated with the Partnership’s investment in bond in the accompanying unaudited balance sheet as of September 29, 2011.  The Partnership’s cumulative annualized return on the bond for the sixteen month holding period totaled approximately 2.94%.

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STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $)	3 Months Ended		6 Months Ended
	Sep. 29, 2011	Sep. 29, 2010	Sep. 29, 2011	Sep. 29, 2010
NET INCOME (LOSS)	$ (33,303)	$ (71,443)	$ 258,059	$ (177,876)
Other comprehensive income (loss), net	(24,809)	17,392	(31,511)	12,667
COMPREHENSIVE INCOME (LOSS)	$ (58,112)	$ (54,051)	$ 226,548	$ (165,209)

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STATEMENTS OF CASH FLOWS - CONTINUED (USD $)	6 Months Ended
	Sep. 29, 2011	Sep. 29, 2010
Net income (loss)	$ 258,059	$ (177,876)
Equity in income of investment in local partnerships	(89,371)	(48,569)
Gain on sale of limited partner interests/local partnership properties	(358,750)
Other income from local partnerships		(4,893)
Accrued interest purchased at date of investment in bond		1,750
Amortization of premium on investment in bond	6,142	819
Decrease (increase) in interest receivable	24	(99)
Decrease in accounts payable and accrued expenses	(67,295)	(28,385)
Increase in due to general partner and affiliates	119,617	172,172
Net cash used in operating activities	$ (131,574)	$ (85,081)

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BALANCE SHEETS (USD $)	Sep. 29, 2011	Mar. 30, 2011
Cash and cash equivalents	$ 259,364	$ 154,743
Investment in Pemberwick Fund	1,141,102	1,161,425
Investment in bond	91,000	99,872
Total cash and liquid investments	1,491,466	1,416,040
Due from local partnerships	50,000	50,000
Interest receivable	99	123
Investment in local partnerships	472,322	382,951
Total assets	2,013,887	1,849,114
Accounts payable and accrued expenses	25,616	92,911
Deferred revenue		50,000
Payable to general partner and affiliates	272,145	152,528
Total liabilities	297,761	295,439
Commitments and contingencies
General partner	(348,401)	(350,341)
Limited partners (41,286 units of limited partnership interest outstanding)	2,078,360	1,886,338
Accumulated other comprehensive income (loss)	(13,833)	17,678
Total equity	1,716,126	1,553,675
Total liabilities & equity	$ 2,013,887	$ 1,849,114