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, 2013

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 II 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  o Accelerated Filer  o Non-Accelerated Filer  o 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 1, 2013, 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 and Comprehensive Income (Loss)		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.	9
Item 3.	Quantitative and Qualitative Disclosure About Market Risk.	12
Item 4.	Controls and Procedures.	12

2

AMERICAN TAX CREDIT PROPERTIES II L.P.

BALANCE SHEETS

(UNAUDITED)

	September 29,			March 30,
	2013			2013
ASSETS
Cash and cash equivalents	$	612,708		$	3,740,022
Investment in Pemberwick Fund, a short duration bond fund		6,117,022			2,807,679
	$	6,729,730		$	6,547,701
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses	$	18,875		$	88,601
Payable to general partner and affiliates		248,331			119,966
		267,206			208,567
Commitments and contingencies
Partners' equity (deficit)
General partner		(428,354	)		(429,697	)
Limited partners (55,746 units of limited partnership interest outstanding)		6,870,087			6,737,142
Accumulated other comprehensive income		20,791			31,689
		6,462,524			6,339,134
	$	6,729,730		$	6,547,701

See Notes to Financial Statements.

3

AMERICAN TAX CREDIT PROPERTIES II L.P.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

THREE AND SIX MONTH PERIODS ENDED SEPTEMBER 29, 2013 AND 2012

(UNAUDITED)

	Three Months			Six Months			Three Months			Six Months
	Ended			Ended			Ended			Ended
	September 29, 2013			September 29, 2013			September 29, 2012			September 29, 2012
REVENUE
Interest	$	12,399		$	20,655		$	9,316		$	18,907
Other income from local partnerships					315,893			2,500			4,688
TOTAL REVENUE		12,399			336,548			11,816			23,595
EXPENSES
Administration fees		33,857			68,035			38,557			71,621
Management fees		33,857			68,035			38,557			71,621
Professional fees		13,370			27,062			19,538			36,973
State of New Jersey filing fee		12,493			24,985			15,184			30,367
Printing, postage and other		5,909			14,143			4,572			7,066
TOTAL EXPENSES		99,486			202,260			116,408			217,648
		(87,087	)		134,288			(104,592	)		(194,053	)
Equity in income of investment in local partnerships								113,511			124,693
NET INCOME (LOSS)		(87,087	)		134,288			8,919			(69,360	)
Other comprehensive income (loss) - Pemberwick Fund		5,776			(10,898	)		25,175			28,112
COMPREHENSIVE INCOME (LOSS)	$	(81,311	)	$	123,390		$	34,094		$	(41,248	)
NET INCOME (LOSS) ATTRIBUTABLE TO
General partner	$	(871	)	$	1,343		$	89		$	(694	)
Limited partners		(86,216	)		132,945			8,830			(68,666	)
	$	(87,087	)	$	134,288		$	8,919		$	(69,360	)
NET INCOME (LOSS) per unit of limited partnership interest (55,746 units of limited partnership interest)	$	(1.55	)	$	2.38		$	.16		$	(1.23	)

See Notes to Financial Statements.

4

AMERICAN TAX CREDIT PROPERTIES II L.P.

STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED SEPTEMBER 29, 2013 AND 2012

(UNAUDITED)

	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received	$	20,655		$	18,907
Cash paid for
Administration fees		(7,705	)		(6,427	)
Professional fees		(70,615	)		(64,612	)
State of New Jersey filing fee		(44,588	)		(46,354	)
Printing, postage and other expenses		(20,713	)		(9,422	)
Net cash used in operating activities		(122,966	)		(107,908	)
CASH FLOWS FROM INVESTING ACTIVITIES
Investments in Pemberwick Fund		(3,320,241	)		(19,418	)
Redemptions from Pemberwick Fund					75,512
Distributions received from local partnerships		315,893			42,188
Net cash provided by (used in) investing activities		(3,004,348	)		98,282
Net decrease in cash and cash equivalents		(3,127,314	)		(9,626	)
Cash and cash equivalents at beginning of period		3,740,022			31,046
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	612,708		$	21,420
SIGNIFICANT NONCASH INVESTING AND FINANCING ACTIVITIES
Unrealized gain (loss) on investment in Pemberwick Fund	$	(10,898	)	$	28,112

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

SIX MONTHS ENDED SEPTEMBER 29, 2013 AND 2012

(UNAUDITED)

	2013			2012
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH USED IN OPERATING ACTIVITIES
Net income (loss)	$	134,288		$	(69,360	)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Equity in income of investment in local partnerships					(124,693	)
Other income from local partnerships		(315,893	)		(4,688	)
Decrease in accounts payable and accrued expenses		(69,726	)		(45,982	)
Increase in due to general partner and affiliates		128,365			136,815
NET CASH USED IN OPERATING ACTIVITIES	$	(122,966	)	$	(107,908	)

See Notes to Financial Statements.

6

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 29, 2013

(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. In the opinion of the general partner of the Partnership (the “General Partner”), the accompanying unaudited financial statements include all adjustments necessary to present fairly the financial position as of September 29, 2013 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, 2013 are not necessarily indicative of the results that may be expected for the entire year.

2. Investment in Local Partnerships

The Partnership initially acquired limited partner equity interests (the “Local Partnership Interests”) in fifty partnerships (the “Local Partnerships”) representing capital contributions in the aggregate amount of $48,460,126, which includes voluntary advances (the “Advances”) made to certain Local Partnerships and all of which has been paid. As of September 29, 2013, the Partnership holds a Local Partnership Interest in thirty Local Partnerships (see discussion below regarding Queen Lane Investors’ (“Queen Lane”) sale of its underlying Property and the potential sale of the Partnership’s Local Partnership Interest in Santa Juanita Limited Dividend Partnership L.P. (“Santa Juanita”)). The Partnership has no legal obligation to fund any operating deficits of the Local Partnerships. The results of operations of the Local Partnerships are provided by the general partners of the Local Partnerships (the “Local General Partners”) on an unaudited basis during interim periods.

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. As a result of cumulative equity losses and distributions, and the sale of certain Local Partnerships’ Properties and/or the Partnership’s Local Partnership Interests, the Partnership’s investment in local partnerships reached a zero balance during the year ended March 30, 2013.

During the six months ended September 29, 2013, Queen Lane sold its underlying Property to its first mortgage lender under the terms of an Option to Purchase and Right of First Offer; the Partnership received no proceeds in connection with the sale. The Local General Partner of Queen Lane intends to dissolve Queen Lane as soon as possible.

During the year ended March 30, 2013, the Partnership entered into a contract to sell its Local Partnership Interest in Santa Juanita to an affiliate of the Local General Partner of Santa Juanita; there will be no proceeds in connection with the proposed sale. The proposed sale is subject to the approval of the United States Department of Housing and Urban Development (“HUD”); there can be no assurance that HUD will approve the contract. After accounting for its share of cumulative income, losses and distributions, the Partnership’s investment in Santa Juanita reached a zero balance in a prior year.

7

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

SEPTEMBER 29, 2013

(UNAUDITED)

2. Investment in Local Partnerships (Continued)

The non-mandatory mortgages of Littleton Avenue Community Village, L.P. (“Littleton”) matured in October 2006 but have not been repaid or formally extended. Unpaid principal and accrued interest as of October 2013 total approximately $9,039,000. The Local General Partner of Littleton represents that certain lien holders have commenced foreclosure actions in connection with delinquent real estate taxes (see discussion below) but that neither lender has issued a notice of default related to the mortgages and that negotiations are ongoing in an effort to refinance. The real estate tax abatement on the Property expired in June 2007; the City of Newark (the “City”) assessed the Property and has charged Littleton for real estate taxes. The Local General Partner of Littleton reports that real estate taxes are in arrears approximately $563,000 as of October 2013, which includes accrued interest, and that the City has sold certain of the tax liens to third parties.

3. Investment in Pemberwick Fund

The Partnership carries its investment in Pemberwick Fund, a short duration bond 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 $10.07 per share as of September 29, 2013. An unrealized gain of $20,791 is reflected as accumulated other comprehensive income in the accompanying unaudited balance sheet as of September 29, 2013. As of September 29, 2013, the Partnership has earned $145,568 of interest revenue from its investment in Pemberwick.

4. Additional Information

Additional information, including the audited March 30, 2013 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, 2013 on file with the Securities and Exchange Commission.

8

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 September 29, 2013, American Tax Credit Properties II L.P. (the “Registrant”) has not experienced a significant change in financial condition as compared to March 30, 2013. Principal changes in assets are comprised of periodic transactions and adjustments. Registrant owns a limited partner equity interest (the “Local Partnership Interests”) in partnerships (the “Local Partnerships”), which own low-income multifamily residential complexes (the “Properties”) that qualified for the low-income housing tax credit (the “Low-income Housing Tax Credit”) in accordance with Section 42 of the Internal Revenue Code. During the six months ended September 29, 2013, Registrant received cash from interest revenue and distributions from Local Partnerships and utilized cash for operating expenses and investments in Pemberwick Fund, a short duration bond fund (“Pemberwick”). Cash and cash equivalents and investment in Pemberwick increased, in the aggregate, by approximately $182,000 during the six months ended September 29, 2013 (which includes an unrealized loss on investment in Pemberwick of approximately $11,000). Payable to general partner and affiliates represents accrued management and administration fees in the accompanying unaudited balance sheet as of September 29, 2013.

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. As a result of cumulative equity losses and distributions, and the sale of certain Local Partnerships’ Properties and/or Registrant’s Local Partnership Interests, Registrant’s investment in local partnerships reached a zero balance during the year ended March 30, 2013.

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. Accordingly, cumulative losses and cash distributions in excess of the investment are not necessarily indicative of adverse operating results of a Local Partnership.

Registrant’s operations for the three months ended September 29, 2013 and 2012 resulted in net income (loss) of $(87,087) and $8,919, respectively. The increase in net loss is primarily attributable to a decrease in equity in income of investment in local partnerships of approximately $114,000, which decrease is attributable to Registrant’sinvestment in Local Partnerships reaching a zero balance during the year ended March 30, 2013, partially offset by a decrease in operating expenses of approximately $17,000. Other comprehensive income for the three months ended September 29, 2013 resulted from an unrealized gain on investment in Pemberwick of $5,776.

Registrant’s operations for the six months ended September 29, 2013 and 2012 resulted in net income (loss) of $134,288 and $(69,360), respectively. The increase in net income is primarily attributable to (i) an increase in other income from local partnerships of approximately $311,000 and (ii) a decrease in operating expenses of approximately $15,000, all partially offset by a decrease in equity in income of investment in local partnerships of approximately $125,000, which decrease is attributable to Registrant’s investment in Local Partnerships reaching a zero balance during the year ended March 30, 2013. Other comprehensive loss for the six months ended September 29, 2013 resulted from an unrealized loss on investment in Pemberwick of $10,898.

9

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 Housing 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 Housing 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 Housing Tax Credit recapture, is fifteen years from the year in which the Low-income Housing 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 remaining Local Partnership Interests. As of November 2013, Registrant owns thirty of the fifty Local Partnership Interests initially acquired (see discussion below regarding Queen Lane Investors’ (“Queen Lane”) sale of its underlying Property and the potential sale of Registrant’s Local Partnership Interest in Santa Juanita Limited Dividend Partnership L.P. (“Santa Juanita”)). In a prior year, Registrant served a demand on the general partners of all then remaining Local Partnerships (the “Local General Partners”) 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 remaining Local Partnership Interests. It is uncertain as to the amount, if any, that Registrant will receive with respect to each specific Property from such sales or assignments. Registrant intends to dissolve after the final disposition of its remaining Local Partnership Interests; 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, six of which include 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 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. The six Local Partnerships’ Section 8 contracts, certain of which cover only certain rental units, are currently subject to renewal under applicable HUD guidelines. Of the six Local Partnerships noted above, three entered into restructuring agreements in prior years, resulting in changes to both rent subsidy and mandatory debt service.

10

AMERICAN TAX CREDIT PROPERTIES II 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 which 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.

During the six months ended September 29, 2013, Queen Lane sold its underlying Property to its first mortgage lender under the terms of an Option to Purchase and Right of First Offer; Registrant received no proceeds in connection with the sale. The Local General Partner of Queen Lane intends to dissolve Queen Lane as soon as possible.

During the year ended March 30, 2013, Registrant entered into a contract to sell its Local Partnership Interest in Santa Juanita to an affiliate of the Local General Partner of Santa Juanita; there will be no proceeds in connection with the proposed sale. The proposed sale is subject to the approval of HUD; there can be no assurance that HUD will approve the contract. After accounting for its share of cumulative income, losses and distributions, Registrant’s investment in Santa Juanita reached a zero balance in a prior year.

The non-mandatory mortgages of Littleton Avenue Community Village, L.P. (“Littleton”) matured in October 2006 but have not been repaid or formally extended. Unpaid principal and accrued interest as of October 2013 total approximately $9,039,000. The Local General Partner of Littleton represents that certain lien holders have commenced foreclosure actions in connection with delinquent real estate taxes (see discussion below) but that neither lender has issued a notice of default related to the mortgages and that negotiations are ongoing in an effort to refinance. The real estate tax abatement on the Property expired in June 2007; the City of Newark (the “City”) assessed the Property and has charged Littleton for real estate taxes. The Local General Partner of Littleton reports that real estate taxes are in arrears approximately $563,000 as of October 2013, which includes accrued interest, and that the City has sold certain of the tax liens to third parties.

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.

· 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. As a result of cumulative equity losses and distributions, and the sale of certain Local Partnerships’ Properties and/or Registrant’s Local Partnership Interests, Registrant’s investment in local partnerships reached a zero balance during the year ended March 30, 2013.

11

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 is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item.

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, 2013. 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, 2013.

There were no changes in Registrant’s internal control over financial reporting during the three months ended September 29, 2013 that have materially affected, or are reasonably likely to materially affect, Registrant’s internal control over financial reporting.

12

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, 2013.

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.                 Mine Safety Disclosures.

Not applicable.

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.*

*Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

13

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: November 1, 2013	/s/David Salzman
	By: David Salzman
	Chief Executive Officer
Dated: November 1, 2013	/s/James Hussey
	By:James Hussey
	Chief Financial Officer
Dated: November 1, 2013	/s/Richard Paul Richman
	By:Richard Paul Richman
	Sole Director

14

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: November 1, 2013	/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: November 1, 2013	/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 September 29, 2013 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

November 1, 2013

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 September 29, 2013 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

November 1, 2013

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STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		6 Months Ended
	Sep. 29, 2013	Sep. 29, 2012	Sep. 29, 2013	Sep. 29, 2012
STATEMENTS OF OPERATIONS
Interest	$ 12,399	$ 9,316	$ 20,655	$ 18,907
Other income from local partnerships		2,500	315,893	4,688
TOTAL REVENUE	12,399	11,816	336,548	23,595
Administration fees	33,857	38,557	68,035	71,621
Management fees	33,857	38,557	68,035	71,621
Professional fees	13,370	19,538	27,062	36,973
State of New Jersey filing fee	12,493	15,184	24,985	30,367
Printing, postage and other	5,909	4,572	14,143	7,066
TOTAL EXPENSES	99,486	116,408	202,260	217,648
LOSS PRIOR TO EQUITY IN INCOME OF INVESTMENT IN LOCAL PARTNERSHIPS	(87,087)	(104,592)	134,288	(194,053)
Equity in income of investment in local partnerships		113,511		124,693
NET INCOME (LOSS)	(87,087)	8,919	134,288	(69,360)
General partner net income (loss)	(871)	89	1,343	(694)
Limited partners net income (loss)	$ (86,216)	$ 8,830	$ 132,945	$ (68,666)
NET INCOME (LOSS) per unit of limited partnership interest (55,746 units of limited partnership interest)	$ (1.55)	$ 0.16	$ 2.38	$ (1.23)

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3. Investment in Pemberwick Fund

6 Months Ended

Sep. 29, 2013

Notes

3. Investment in Pemberwick Fund

3.      Investment in Pemberwick Fund

The Partnership carries its investment in Pemberwick Fund, a short duration bond 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 $10.07 per share as of September 29, 2013. An unrealized gain of $20,791 is reflected as accumulated other comprehensive income in the accompanying unaudited balance sheet as of September 29, 2013. As of September 29, 2013, the Partnership has earned $145,568 of interest revenue from its investment in Pemberwick.

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STATEMENTS OF CASH FLOWS (USD $)	6 Months Ended
	Sep. 29, 2013	Sep. 29, 2012
STATEMENTS OF CASH FLOWS
Interest received	$ 20,655	$ 18,907
Cash paid for administration fees	(7,705)	(6,427)
Cash paid for professional fees	(70,615)	(64,612)
Cash paid for State of New Jersey filing fee	(44,588)	(46,354)
Cash paid for printing, postage and other expenses	(20,713)	(9,422)
Net cash used in operating activities	(122,966)	(107,908)
Investments in Pemberwick Fund	(3,320,241)	(19,418)
Redemptions from Pemberwick Fund		75,512
Distributions received from local partnerships	315,893	42,188
Net cash provided by (used in) investing activities	(3,004,348)	98,282
Net decrease in cash and cash equivalents	(3,127,314)	(9,626)
Cash and cash equivalents at beginning of period	3,740,022	31,046
CASH AND CASH EQUIVALENTS AT END OF PERIOD	612,708	21,420
Unrealized gain (loss) on investment in Pemberwick Fund	$ (10,898)	$ 28,112

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1. Basis of Presentation

6 Months Ended

Sep. 29, 2013

Notes

1. Basis of Presentation

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. In the opinion of the general partner of the Partnership (the “General Partner”), the accompanying unaudited financial statements include all adjustments necessary to present fairly the financial position as of September 29, 2013 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, 2013 are not necessarily indicative of the results that may be expected for the entire year.

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4. Additional Information

6 Months Ended

Sep. 29, 2013

Notes

4. Additional Information

4.      Additional Information

Additional information, including the audited March 30, 2013 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, 2013 on file with the Securities and Exchange Commission.

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2. Investment in Local Partnerships

6 Months Ended

Sep. 29, 2013

Notes

2. Investment in Local Partnerships

2.      Investment in Local Partnerships

The Partnership initially acquired limited partner equity interests (the “Local Partnership Interests”) in fifty partnerships (the “Local Partnerships”) representing capital contributions in the aggregate amount of $48,460,126, which includes voluntary advances (the “Advances”) made to certain Local Partnerships and all of which has been paid. As of September 29, 2013, the Partnership holds a Local Partnership Interest in thirty Local Partnerships (see discussion below regarding Queen Lane Investors’ (“Queen Lane”) sale of its underlying Property and the potential sale of the Partnership’s Local Partnership Interest in Santa Juanita Limited Dividend Partnership L.P. (“Santa Juanita”)). The Partnership has no legal obligation to fund any operating deficits of the Local Partnerships. The results of operations of the Local Partnerships are provided by the general partners of the Local Partnerships (the “Local General Partners”) on an unaudited basis during interim periods.

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. As a result of cumulative equity losses and distributions, and the sale of certain Local Partnerships’ Properties and/or the Partnership’s Local Partnership Interests, the Partnership’s investment in local partnerships reached a zero balance during the year ended March 30, 2013.

During the six months ended September 29, 2013, Queen Lane sold its underlying Property to its first mortgage lender under the terms of an Option to Purchase and Right of First Offer; the Partnership received no proceeds in connection with the sale. The Local General Partner of Queen Lane intends to dissolve Queen Lane as soon as possible.

During the year ended March 30, 2013, the Partnership entered into a contract to sell its Local Partnership Interest in Santa Juanita to an affiliate of the Local General Partner of Santa Juanita; there will be no proceeds in connection with the proposed sale. The proposed sale is subject to the approval of the United States Department of Housing and Urban Development (“HUD”); there can be no assurance that HUD will approve the contract. After accounting for its share of cumulative income, losses and distributions, the Partnership’s investment in Santa Juanita reached a zero balance in a prior year.

The non-mandatory mortgages of Littleton Avenue Community Village, L.P. (“Littleton”) matured in October 2006 but have not been repaid or formally extended. Unpaid principal and accrued interest as of October 2013 total approximately $9,039,000. The Local General Partner of Littleton represents that certain lien holders have commenced foreclosure actions in connection with delinquent real estate taxes (see discussion below) but that neither lender has issued a notice of default related to the mortgages and that negotiations are ongoing in an effort to refinance. The real estate tax abatement on the Property expired in June 2007; the City of Newark (the “City”) assessed the Property and has charged Littleton for real estate taxes. The Local General Partner of Littleton reports that real estate taxes are in arrears approximately $563,000 as of October 2013, which includes accrued interest, and that the City has sold certain of the tax liens to third parties.

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BALANCE SHEETS PARENTHETICAL	Sep. 29, 2013	Mar. 30, 2013
BALANCE SHEETS PARENTHETICAL
Units of limited partnership interest outstanding	55,746	55,746

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3. Investment in Pemberwick Fund (Details) (USD $)	Sep. 29, 2013
Details
Pemberwick Net Asset Value	$ 10.07
Unrealized gain reflected as accumulated other comprehensive income	$ 20,791
Aggregate interest revenue from investment in Pemberwick	$ 145,568

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STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $)	3 Months Ended		6 Months Ended
	Sep. 29, 2013	Sep. 29, 2012	Sep. 29, 2013	Sep. 29, 2012
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
NET INCOME (LOSS)	$ (87,087)	$ 8,919	$ 134,288	$ (69,360)
Other comprehensive income (loss) - Pemberwick Fund	5,776	25,175	(10,898)	28,112
COMPREHENSIVE INCOME (LOSS)	$ (81,311)	$ 34,094	$ 123,390	$ (41,248)

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BALANCE SHEETS (USD $)	Sep. 29, 2013	Mar. 30, 2013
BALANCE SHEETS
Cash and cash equivalents	$ 612,708	$ 3,740,022
Investment in Pemberwick Fund, a short duration bond fund	6,117,022	2,807,679
Total assets	6,729,730	6,547,701
Accounts payable and accrued expenses	18,875	88,601
Payable to general partner and affiliates	248,331	119,966
Total liabilities	267,206	208,567
Commitments and contingencies
General partner	(428,354)	(429,697)
Limited partners (55,746 units of limited partnership interest outstanding)	6,870,087	6,737,142
Accumulated other comprehensive income	20,791	31,689
Total equity (deficit)	6,462,524	6,339,134
Total liabilities & equity (deficit)	$ 6,729,730	$ 6,547,701

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2. Investment in Local Partnerships: Littleton (Details) (USD $)	Oct. 31, 2013
Details
Littleton unpaid principal and accrued interest	$ 9,039,000
Littleton real estate taxes in arrears	$ 563,000

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2. Investment in Local Partnerships (Details) (USD $)	Sep. 29, 2013
Details
Capital contributions in the aggregate	$ 48,460,126

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STATEMENTS OF CASH FLOWS - CONTINUED (USD $)	6 Months Ended
	Sep. 29, 2013	Sep. 29, 2012
STATEMENTS OF CASH FLOWS - CONTINUED
Net income (loss)	$ 134,288	$ (69,360)
Equity in income of investment in local partnerships		(124,693)
Other income from local partnerships	(315,893)	(4,688)
Decrease in accounts payable and accrued expenses	(69,726)	(45,982)
Increase in due to general partner and affiliates	128,365	136,815
NET CASH USED IN OPERATING ACTIVITIES	$ (122,966)	$ (107,908)

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Document and Entity Information	6 Months Ended
	Sep. 29, 2013	Nov. 01, 2013
Document and Entity Information
Entity Registrant Name	AMERICAN TAX CREDIT PROPERTIES II L P
Document Type	10-Q
Document Period End Date	Sep. 29, 2013
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	2014
Document Fiscal Period Focus	Q2