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 June 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: 0-18405

American Tax Credit Properties II L.P.

(Exact Name of Registrant as Specified in its Charter)

Delaware	13-3495678
(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  o

     

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  o  No  o

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  o  No  x                           

As of August 10, 2011, there are 55,746 units of limited partnership interest outstanding.

AMERICAN TAX CREDIT PROPERTIES II 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.	13
Item 4T.	Internal Control Over Financial Reporting.	14

2

AMERICAN TAX CREDIT PROPERTIES II L.P.

BALANCE SHEETS

(UNAUDITED)

	June 29,			March 30,
	2011			2011
ASSETS
Cash and liquid investments
Cash and cash equivalents	$	312,414		$	280,505
Investment in Pemberwick Fund		3,179,090			3,176,944
Investment in bond		96,005			99,873
Total cash and liquid investments		3,587,509			3,557,322
Due from local partnerships					48,894
Prepaid expenses		17,899
Interest receivable		2,317			123
Investment in local partnerships		838,762			761,205
	$	4,446,487		$	4,367,544
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses	$	20,785		$	159,873
Payable to general partner and affiliates		297,167			211,603
		317,952			371,476
Commitments and contingencies
Partners' equity (deficit)
General partner		(451,802	)		(453,254	)
Limited partners (55,746 units of limited partnership interest outstanding)		4,548,695			4,404,992
Accumulated other comprehensive income, net		31,642			44,330
		4,128,535			3,996,068
	$	4,446,487		$	4,367,544

See Notes to Financial Statements.

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AMERICAN TAX CREDIT PROPERTIES II L.P.

STATEMENTS OF OPERATIONS

THREE MONTHS ENDED JUNE 29, 2011 AND 2010

(UNAUDITED)

	2011			2010
REVENUE
Interest	$	13,491		$	7,472
Other income from local partnerships		185,188			82,020
TOTAL REVENUE		198,679			89,492
EXPENSES
Administration fees		44,052			49,080
Management fees		44,052			49,080
Professional fees		19,621			22,506
State of New Jersey filing fee		17,751			17,791
Printing, postage and other		5,605			6,614
TOTAL EXPENSES		131,081			145,071
		67,598			(55,579	)
Equity in income (loss) of investment in local partnerships		77,557			(121,687	)
NET INCOME (LOSS)		145,155			(177,266	)
Other comprehensive loss		(12,688	)		(7,344	)
COMPREHENSIVE INCOME (LOSS)	$	132,467		$	(184,610	)
NET INCOME (LOSS) ATTRIBUTABLE TO
General partner	$	1,452		$	(1,773	)
Limited partners		143,703			(175,493	)
	$	145,155		$	(177,266	)
NET INCOME (LOSS) per unit of limited partnership interest (55,746 units of limited partnership interest)	$	2.58		$	(3.15	)

See Notes to Financial Statements.

4

AMERICAN TAX CREDIT PROPERTIES II L.P.

STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED JUNE 29, 2011 AND 2010

(UNAUDITED)

	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received	$	11,912		$	7,110
Cash paid for
Administration fees		(2,540	)		(2,564	)
Professional fees		(63,367	)		(68,803	)
State of New Jersey filing fee		(128,143	)		(37,954	)
Printing, postage and other expenses		(8,454	)		(9,610	)
Net cash used in operating activities		(190,592	)		(111,821	)
CASH FLOWS FROM INVESTING ACTIVITIES
Investments in Pemberwick Fund		(11,581	)		(6,655	)
Investment in bond					(100,940	)
Proceeds in connection with sale of limited partner interests/local partnership properties		48,894			401,940
Distributions received from local partnerships		185,188			82,020
Net cash provided by investing activities		222,501			376,365
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to partners					(131,484	)
Net cash used in financing activities					(131,484	)
Net increase in cash and cash equivalents		31,909			133,060
Cash and cash equivalents at beginning of period		280,505			292,804
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	312,414		$	425,864
SIGNIFICANT NONCASH INVESTING AND FINANCING ACTIVITIES
Unrealized loss on investment in Pemberwick Fund	$	9,435		$	5,729
Unrealized loss on investment in bond	$	3,253		$	1,615

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 II L.P.

STATEMENTS OF CASH FLOWS - CONTINUED

THREE MONTHS ENDED JUNE 29, 2011 AND 2010

(UNAUDITED)

	2011			2010
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH USED IN OPERATING ACTIVITIES
Net income (loss)	$	145,155		$	(177,266	)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Equity in loss (income) of investment in local partnerships		(77,557	)		121,687
Other income from local partnerships		(185,188	)		(82,020	)
Accrued interest purchased at date of investment in bond					1,750
Amortization of premium on investment in bond		615			205
Increase in interest receivable		(2,194	)		(2,317	)
Increase in prepaid expenses		(17,899	)		(2,357	)
Decrease in accounts payable and accrued expenses		(139,088	)		(67,099	)
Increase in due to general partner and affiliates		85,564			95,596
NET CASH USED IN OPERATING ACTIVITIES	$	(190,592	)	$	(111,821	)

See Notes to Financial Statements.

6

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS

JUNE 29, 2011

(UNAUDITED)

1. Basis of Presentation

The accompanying unaudited financial statements of American Tax Credit Properties II 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 June 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 three months ended June 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 fifty Local Partnerships representing capital contributions in the aggregate amount of $48,460,126, which includes voluntary advances made to certain Local Partnerships and all of which has been paid.  As of August 2011, the Partnership holds a Local Partnership Interest in thirty-five Local Partnerships.  The Partnership has no legal obligation to fund any operating deficits of the Local Partnerships.

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

Investment in local partnerships as of March 30, 2011	$	761,205
Equity in income of investment in local partnerships		77,557	*
Distributions received from Local Partnerships		(185,188	)
Distributions classified as other income		185,188
Investment in local partnerships as of June 29, 2011	$	838,762

*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 July 2011, the Partnership withdrew from Littleton Avenue Community Village, L.P. (“Littleton”); there were no proceeds received by the Partnership in connection with the withdrawal.  The Partnership’s investment balance in Littleton, after cumulative equity losses, became zero during the year ended March 30, 1999.

In November 2010, Auburn Hills Townhouses Limited Partnership (“Auburn Hills”) sold its underlying Property to an affiliate of the Local General Partner of Auburn Hills, in connection with which the Partnership received $1,035,516.  Of such amount, $48,894 was received in May 2011 and is reflected as due from local partnerships in the accompanying unaudited balance sheet as of March 30, 2011.  The Partnership’s investment balance in Auburn Hills, after cumulative equity losses, became zero during the year ended March 30, 2005.

7

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

JUNE 29, 2011

(UNAUDITED)

2. Investment in Local Partnerships (Continued)

In November 2009, Harborside Housing Limited Partnership (“Harborside”) sold its underlying Property to an unaffiliated third party, in connection with which the Partnership received a total of approximately $3,917,000 as of March 30, 2011.  Harborside continues in existence and there may be additional proceeds after further resolution of Harborside’s accounts.  The Partnership’s investment balance in Harborside, after cumulative equity losses, became zero during the year ended March 30, 2004.

The Local General Partner of Queen Lane Investors (“Queen Lane”) represents that, as a result of a dispute between the local housing agency (the “Agency”) and the Local General Partner of Queen Lane regarding the adequacy of certain unit repairs mandated by the Agency, the Local General Partner of Queen Lane requested that the Agency cancel the Section 8 voucher contract in connection with the Property.  As a result, the Property has been vacant since October 2007.  Two of Queen Lane’s mortgages matured in 2007 but have not been repaid or formally extended, representing principal and accrued interest of approximately $2,162,000 as of August 2011.  The Local General Partner of Queen Lane further represents that the lender has not issued a notice of default and that real estate taxes are in arrears approximately $38,000 as of June 2011.  The Local General Partner of Queen Lane is attempting to refinance the mortgages and make the necessary repairs to the Property.  The Partnership’s investment balance in Queen Lane, after cumulative equity losses, became zero during the year ended March 30, 2001.

The Partnership’s equity in income of its investment in North Hills Farms Limited Partnership (“North Hills Farms”) of $77,557 represents more than 20% of the Partnership’s net income for the three months ended June 29, 2011.  The following financial information represents certain unaudited operating statement data of North Hills Farms for the three months ended March 31, 2011:

Revenue	$	750,144
Net income	$	78,340

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 $10.11 per share as of June 29, 2011.  An unrealized gain of $32,165 is included as a component of accumulated other comprehensive income, net in the accompanying unaudited balance sheet as of June 29, 2011.

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).  An unrealized loss of $523 is included as a component of accumulated other comprehensive income, net in the accompanying unaudited balance sheet as of June 29, 2011.

As of June 29, 2011, certain information concerning investment in bond is as follows:

Description and maturity	Amortized cost		Gross unrealized gain		Gross unrealized loss			Estimated fair value
Corporate debt security
Callable in September 2013	$	96,528	$	--	$	(523	)	$	96,005

8

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

JUNE 29, 2011

(UNAUDITED)

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 II L.P.

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

Material Changes in Financial Condition

As of June 29, 2011, American Tax Credit Properties II L.P. (the “Registrant”) has not experienced a significant change in financial condition as compared to March 30, 2011.  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 three months ended June 29, 2011, Registrant received cash from interest revenue, distributions from Local Partnerships and proceeds in connection with the sale of the Property owned by Auburn Hills Townhouses Limited Partnership (“Auburn Hills”) (see discussion below under Local Partnership Matters), and utilized cash for operating expenses and investments in Pemberwick Fund (“Pemberwick”).  Cash and cash equivalents, investment in Pemberwick and investment in bond increased, in the aggregate, by approximately $30,000 during the three months ended June 29, 2011 (which includes unrealized losses on investment in Pemberwick and investment in bond in the aggregate of approximately $13,000).  Registrant intends to hold the bond until its call date (September 2013) and therefore does not expect to realize significant gains or losses on its investment in bond, if any.  During the three months ended June 29, 2011, the investment in local partnerships increased as a result of Registrant's equity in the Local Partnerships' net income for the three months ended March 31, 2011 of $77,557.  Payable to general partner and affiliates represents accrued administration and management fees in the accompanying unaudited balance sheet as of June 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 June 29, 2011 and 2010 resulted in net income (loss) of $145,155 and $(177,266), respectively.  The increase in net income from fiscal 2010 to fiscal 2011 is primarily attributable to (i) an increase in equity in income of investment in local partnerships of approximately $199,000, which increase is attributable to an increase in the net income of the Local Partnership in which Registrant continues to have an investment balance, (ii) an increase in interest revenue and other income from local partnerships in the aggregate of approximately $109,000 and (iii) a decrease in operating expenses of approximately $14,000.  Other comprehensive loss for the three months ended June 29, 2011 resulted from net unrealized losses on investment in Pemberwick and investment in bond of $9,435 and $3,253, respectively.

10

AMERICAN TAX CREDIT PROPERTIES II L.P.

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

Local Partnership Matters

Registrant's primary objective, to provide Low-income Tax Credits to the 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, 2005.  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, 2006.  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 August 2011, Registrant owns thirty-five of the fifty limited partner interests (the “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.  Eight Local Partnerships’ Section 8 contracts, certain of which cover only certain rental units, are currently subject to renewal under applicable HUD guidelines.  Of the eight Local Partnerships noted above, three have entered into restructuring agreements, resulting in changes to both rent subsidy and mandatory debt service.

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 July 2011, Registrant withdrew from Littleton Avenue Community Village, L.P. (“Littleton”); there were no proceeds received by Registrant in connection with the withdrawal.  Registrant’s investment balance in Littleton, after cumulative equity losses, became zero during the year ended March 30, 1999.

In November 2010, Auburn Hills sold its underlying Property to an affiliate of the Local General Partner of Auburn Hills, in connection with which Registrant received $1,035,516.  Of such amount, $48,894 was received in May 2011 and is reflected as due from local partnerships in the accompanying unaudited balance sheet as of March 30, 2011.  Registrant’s investment balance in Auburn Hills, after cumulative equity losses, became zero during the year ended March 30, 2005.

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AMERICAN TAX CREDIT PROPERTIES II L.P.

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

In November 2009, Harborside Housing Limited Partnership (“Harborside”) sold its underlying Property to an unaffiliated third party, in connection with which Registrant received a total of approximately $3,917,000 as of March 30, 2011.  Harborside continues in existence and there may be additional proceeds after further resolution of Harborside’s accounts.  Registrant’s investment balance in Harborside, after cumulative equity losses, became zero during the year ended March 30, 2004.

The Local General Partner of Queen Lane Investors (“Queen Lane”) represents that, as a result of a dispute between the local housing agency (the “Agency”) and the Local General Partner of Queen Lane regarding the adequacy of certain unit repairs mandated by the Agency, the Local General Partner of Queen Lane requested that the Agency cancel the Section 8 voucher contract in connection with the Property.  As a result, the Property has been vacant since October 2007.  Two of Queen Lane’s mortgages matured in 2007 but have not been repaid or formally extended, representing principal and accrued interest of approximately $2,162,000 as of August 2011.  The Local General Partner of Queen Lane further represents that the lender has not issued a notice of default and that real estate taxes are in arrears approximately $38,000 as of June 2011.  The Local General Partner of Queen Lane is attempting to refinance the mortgages and make the necessary repairs to the Property.  Registrant’s investment balance in Queen Lane, after cumulative equity losses, became zero during the year ended March 30, 2001.

Critical Accounting Policies and Estimates

The accompanying 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 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.

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AMERICAN TAX CREDIT PROPERTIES II L.P.

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

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.

The market value of Registrant’s investment in bond is subject to fluctuation based upon changes in interest rates relative to the investment’s maturity date and the associated bond rating.  Since Registrant’s investment in bond is callable in 2013, the value of such investment may be adversely impacted in an environment of rising interest rates in the event Registrant decides to liquidate the investment prior to its call date.  Although Registrant may utilize the investment to pay for its operating expenses and/or for certain Local Partnership matters, it otherwise intends to hold such investment to its call date.  Therefore, Registrant does not anticipate any material 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 June 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 June 29, 2011.

13

AMERICAN TAX CREDIT PROPERTIES II L.P.

Item 4T.  Internal Control Over Financial Reporting.

There were no changes in Registrant’s internal control over financial reporting during the three months ended June 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 II 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.sch 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 II L.P.
	(a Delaware limited partnership)
	By:  Richman Tax Credit Properties II L.P.,
	General Partner
	By:  Richman Tax Credits Inc.,
	general partner
Dated: August 10, 2011	/s/David Salzman
	By:  David Salzman
	Chief Executive Officer
Dated: August 10, 2011	/s/James Hussey
	By:  James Hussey
	Chief Financial Officer
Dated: August 10, 2011	/s/Richard Paul Richman
	By:  Richard Paul Richman
	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 II 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:  August 10, 2011	/s/David Salzman
	David Salzman
	Chief Executive Officer of Richman
	Tax Credits Inc., general partner of
	Richman Tax Credit Properties II 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 II 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:  August 10, 2011	/s/James Hussey
	James Hussey
	Chief Financial Officer of Richman
	Tax Credits Inc., general partner of
	Richman Tax Credit Properties II 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 II L.P. (the “Registrant”) on Form 10-Q for the period ended June 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 Credits Inc., general partner of Richman Tax Credit Properties II 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

Credits Inc., general partner of Richman

Tax Credit Properties II L.P., general

partner of the Registrant

August 10, 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 II L.P. (the “Registrant”) on Form 10-Q for the period ended June 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 Credits Inc., general partner of Richman Tax Credit Properties II 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

Credits Inc., general partner of Richman

Tax Credit Properties II L.P., general

partner of the Registrant

August 10, 2011

XML



BALANCE SHEETS PARENTHETICAL	Jun. 29, 2011	Mar. 30, 2011
Units of limited partnership interest outstanding	55,746	55,746

XML



STATEMENTS OF OPERATIONS (USD $)	3 Months Ended
	Jun. 29, 2011	Jun. 29, 2010
REVENUE
Interest	$ 13,491	$ 7,472
Other income from local partnerships	185,188	82,020
TOTAL REVENUE	198,679	89,492
EXPENSES
Administration fees	44,052	49,080
Management fees	44,052	49,080
Professional fees	19,621	22,506
State of New Jersey filing fee	17,751	17,791
Printing, postage and other	5,605	6,614
TOTAL EXPENSES	131,081	145,071
INCOME (LOSS) PRIOR TO EQUITY IN INCOME (LOSS) OF INVESTMENT IN LOCAL PARTNERSHIPS	67,598	(55,579)
Equity in income (loss) of investment in local partnerships	77,557	(121,687)
NET INCOME (LOSS)	145,155	(177,266)
NET INCOME (LOSS) ATTRIBUTABLE TO
General partner net income (loss)	1,452	(1,773)
Limited partners net income (loss)	$ 143,703	$ (175,493)
NET INCOME (LOSS) per unit of limited partnership interest (55,746 units of limited partnership interest)	$ 2.58	$ (3.15)

XML



Document and Entity Information	3 Months Ended
	Jun. 29, 2011	Aug. 10, 2011
Document and Entity Information
Entity Registrant Name	AMERICAN TAX CREDIT PROPERTIES II L P
Document Type	10-Q
Document Period End Date	Jun. 29, 2011
Amendment Flag	false
Entity Central Index Key	0000842314
Current Fiscal Year End Date	--03-30
Entity Common Stock, Shares Outstanding		55,746
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	Q1

XML



Additional Information

3 Months Ended

Jun. 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

Jun. 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 II 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 June 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 three months ended June 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 $)	3 Months Ended
	Jun. 29, 2011	Jun. 29, 2010
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received	$ 11,912	$ 7,110
Cash paid for administration fees	(2,540)	(2,564)
Cash paid for professional fees	(63,367)	(68,803)
Cash paid for State of New Jersey filing fee	(128,143)	(37,954)
Cash paid for printing, postage and other expenses	(8,454)	(9,610)
Net cash used in operating activities	(190,592)	(111,821)
CASH FLOWS FROM INVESTING ACTIVITIES
Investments in Pemberwick Fund	(11,581)	(6,655)
Investments in bond		(100,940)
Proceeds in connection with sale of limited partner interests/local partnership properties	48,894	401,940
Distributions received from local partnerships	185,188	82,020
Net cash provided by investing activities	222,501	376,365
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to partners		(131,484)
Net cash used in financing activities		(131,484)
Net increase in cash and cash equivalents	31,909	133,060
Cash and cash equivalents at beginning of period	280,505	292,804
CASH AND CASH EQUIVALENTS AT END OF PERIOD	312,414	425,864
SIGNIFICANT NONCASH INVESTING AND FINANCING ACTIVITIES
Unrealized loss on investment in Pemberwick Fund	9,435	5,729
Unrealized loss on investment in bond	$ 3,253	$ 1,615

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Investment in Local Partnerships

3 Months Ended

Jun. 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 fifty Local Partnerships representing capital contributions in the aggregate amount of $48,460,126, which includes voluntary advances made to certain Local Partnerships and all of which has been paid.  As of August 2011, the Partnership holds a Local Partnership Interest in thirty-five Local Partnerships.  The Partnership has no legal obligation to fund any operating deficits of the Local Partnerships.

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

Investment in local partnerships as of March 30, 2011	$	761,205
Equity in income of investment in local partnerships		77,557	*
Distributions received from Local Partnerships		(185,188	)
Distributions classified as other income		185,188
Investment in local partnerships as of June 29, 2011	$	838,762

*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 July 2011, the Partnership withdrew from Littleton Avenue Community Village, L.P. (“Littleton”); there were no proceeds received by the Partnership in connection with the withdrawal.  The Partnership’s investment balance in Littleton, after cumulative equity losses, became zero during the year ended March 30, 1999.

In November 2010, Auburn Hills Townhouses Limited Partnership (“Auburn Hills”) sold its underlying Property to an affiliate of the Local General Partner of Auburn Hills, in connection with which the Partnership received $1,035,516.  Of such amount, $48,894 was received in May 2011 and is reflected as due from local partnerships in the accompanying unaudited balance sheet as of March 30, 2011.  The Partnership’s investment balance in Auburn Hills, after cumulative equity losses, became zero during the year ended March 30, 2005.

In November 2009, Harborside Housing Limited Partnership (“Harborside”) sold its underlying Property to an unaffiliated third party, in connection with which the Partnership received a total of approximately $3,917,000 as of March 30, 2011.  Harborside continues in existence and there may be additional proceeds after further resolution of Harborside’s accounts.  The Partnership’s investment balance in Harborside, after cumulative equity losses, became zero during the year ended March 30, 2004.

The Local General Partner of Queen Lane Investors (“Queen Lane”) represents that, as a result of a dispute between the local housing agency (the “Agency”) and the Local General Partner of Queen Lane regarding the adequacy of certain unit repairs mandated by the Agency, the Local General Partner of Queen Lane requested that the Agency cancel the Section 8 voucher contract in connection with the Property.  As a result, the Property has been vacant since October 2007.  Two of Queen Lane’s mortgages matured in 2007 but have not been repaid or formally extended, representing principal and accrued interest of approximately $2,162,000 as of August 2011.  The Local General Partner of Queen Lane further represents that the lender has not issued a notice of default and that real estate taxes are in arrears approximately $38,000 as of June 2011.  The Local General Partner of Queen Lane is attempting to refinance the mortgages and make the necessary repairs to the Property.  The Partnership’s investment balance in Queen Lane, after cumulative equity losses, became zero during the year ended March 30, 2001.

The Partnership’s equity in income of its investment in North Hills Farms Limited Partnership (“North Hills Farms”) of $77,557 represents more than 20% of the Partnership’s net income for the three months ended June 29, 2011.  The following financial information represents certain unaudited operating statement data of North Hills Farms for the three months ended March 31, 2011:

Revenue	$	750,144
Net income	$	78,340

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Investment in Pemberwick Fund

3 Months Ended

Jun. 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 $10.11 per share as of June 29, 2011.  An unrealized gain of $32,165 is included as a component of accumulated other comprehensive income, net in the accompanying unaudited balance sheet as of June 29, 2011.

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Investment in Bond

3 Months Ended

Jun. 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).  An unrealized loss of $523 is included as a component of accumulated other comprehensive income, net in the accompanying unaudited balance sheet as of June 29, 2011.

As of June 29, 2011, certain information concerning investment in bond is as follows:

Description and maturity	Amortized cost		Gross unrealized gain		Gross unrealized loss			Estimated fair value
Corporate debt security
Callable in September 2013	$	96,528	$	--	$	(523	)	$	96,005

XML



STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $)	3 Months Ended
	Jun. 29, 2011	Jun. 29, 2010
NET INCOME (LOSS)	$ 145,155	$ (177,266)
Other comprehensive loss	(12,688)	(7,344)
COMPREHENSIVE INCOME (LOSS)	$ 132,467	$ (184,610)

XML



STATEMENTS OF CASH FLOWS - CONTINUED (USD $)	3 Months Ended
	Jun. 29, 2011	Jun. 29, 2010
Net income (loss)	$ 145,155	$ (177,266)
Equity in loss (income) of investment in local partnerships	(77,557)	121,687
Other income from local partnerships	(185,188)	(82,020)
Interest purchased at date of investment in bond		1,750
Amortization of premium on investment in bond	615	205
Increase in interest receivable	(2,194)	(2,317)
Increase in prepaid expenses	(17,899)	(2,357)
Decrease in accounts payable and accrued expenses	(139,088)	(67,099)
Increase in payable to general partner and affiliates	85,564	95,596
NET CASH USED IN OPERATING ACTIVITIES	$ (190,592)	$ (111,821)

XML



BALANCE SHEETS (USD $)	Jun. 29, 2011	Mar. 30, 2011
Cash and liquid investments
Cash and cash equivalents	$ 312,414	$ 280,505
Investment in Pemberwick Fund	3,179,090	3,176,944
Investment in bond	96,005	99,873
Total cash and liquid investments	3,587,509	3,557,322
Due from local partnerships		48,894
Prepaid expenses	17,899
Interest receivable	2,317	123
Investment in local partnerships	838,762	761,205
Total assets	4,446,487	4,367,544
Liabilities
Accounts payable and accrued expenses	20,785	159,873
Payable to general partner and affiliates	297,167	211,603
Total liabilities	317,952	371,476
Partners' equity (deficit)
General partner	(451,802)	(453,254)
Limited partners (55,746 units of limited partnership interest outstanding)	4,548,695	4,404,992
Accumulated other comprehensive income, net	31,642	44,330
Total equity	4,128,535	3,996,068
Total liabilities & equity	$ 4,446,487	$ 4,367,544