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, 2015

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 Accelerated Filer Non-Accelerated Filer  Smaller Reporting Company    X  

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

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)

	June 29,			March 30,
	2015			2015
ASSETS
Cash and liquid investments
Cash and cash equivalents	$	1,095,219		$	265,061
Investment in Pemberwick Fund - a short duration bond fund		2,640,774			6,884,812
Total cash and liquid investments		3,735,993			7,149,873
Prepaid expenses		13,054
Due from local partnership					869,404
	$	3,749,047		$	8,019,277
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses	$	33,754		$	52,134
Payable to general partner and affiliates		54,481			33,951
		88,235			86,085
Commitments and contingencies
Partners' equity (deficit)
General partner		(456,135	)		(413,498	)
Limited partners (55,746 units of limited partnership interest outstanding)		4,120,031			8,341,026
Accumulated other comprehensive income (loss)		(3,084	)		5,664
		3,660,812			7,933,192
	$	3,749,047		$	8,019,277

See Notes to Financial Statements.

3

AMERICAN TAX CREDIT PROPERTIES II L.P.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

THREE MONTHS ENDED JUNE 29, 2015 AND 2014

(UNAUDITED)

	2015			2014
REVENUE
Interest	$	14,963		$	14,787
TOTAL REVENUE		14,963			14,787
EXPENSES
Administration fees		11,428			23,191
Management fees		11,428			23,191
Professional fees		12,545			14,145
State of New Jersey filing fee		13,053			11,708
Printing, postage and other		6,959			643
TOTAL EXPENSES		55,413			72,878
LOSS PRIOR TO GAIN (LOSS) ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES		(40,450	)		(58,091	)
GAIN (LOSS) ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES					(7,544	)
NET LOSS		(40,450	)		(65,635	)
Other comprehensive income (loss) - Pemberwick Fund		(8,748	)		12,218
COMPREHENSIVE LOSS	$	(49,198	)	$	(53,417	)
NET LOSS ATTRIBUTABLE TO
General partner net loss	$	(405	)	$	(656	)
Limited partners net loss		(40,045	)		(64,979	)
	$	(40,450	)	$	(65,635	)
NET LOSS per unit of limited partnership interest (55,746 units of limited partnership interest)	$	(.72	)	$	(1.17	)

See Notes to Financial Statements.

4

AMERICAN TAX CREDIT PROPERTIES II L.P.

STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED JUNE 29, 2015 AND 2014

(UNAUDITED)

		2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received	$	7,251		$	14,787
Cash paid for
Administration fees		(2,326	)		(3,825	)
Professional fees		(2,797	)		(18,057	)
State of New Jersey filing fee		(54,904	)		(45,266	)
Printing, postage and other expenses		(6,290	)		(3,227	)
Net cash used in operating activities		(59,066	)		(55,588	)
CASH FLOWS FROM INVESTING ACTIVITIES
Investments in Pemberwick Fund		(6,998	)		(59,542	)
Redemptions from Pemberwick Fund		4,250,000
Proceeds in connection with sale of limited partner interests/local partnership properties		869,404			20,767
Distributions received from local partnerships					15,733
Net cash provided by (used in) investing activities		5,112,406			(23,042	)
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to partners		(4,223,182	)		(31,810	)
Net cash used in financing activities		(4,223,182	)		(31,810	)
Net increase (decrease) in cash and cash equivalents		830,158			(110,440	)
Cash and cash equivalents at beginning of period		265,061			375,716
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	1,095,219		$	265,276
SIGNIFICANT NONCASH INVESTING AND FINANCING ACTIVITIES
Decrease in due from local partnerships reflected as gain (loss) on sale of limited partner interests/local partnership properties				$	(7,544	)
Unrealized gain (loss) on investment in Pemberwick Fund	$	(8,748	)	$	12,218

See reconciliation of net 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, 2015 AND 2014

(UNAUDITED)

	2015			2014
RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES
Net loss	$	(40,450	)	$	(65,635	)
Adjustments to reconcile net loss to net cash used in operating activities
Loss on sale of limited partner interests/local partnership properties					7,544
Gain on redemptions from Pemberwick Fund		(7,712	)
Increase in prepaid expenses		(13,054	)		(11,709	)
Decrease in accounts payable and accrued expenses		(18,380	)		(28,345	)
Increase in due to general partner and affiliates		20,530			42,557
NET CASH USED IN OPERATING ACTIVITIES	$	(59,066	)	$	(55,588	)

See Notes to Financial Statements.

6

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS

JUNE 29, 2015

(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 June 29, 2015 and the results of operations and cash flows for the interim period presented. All adjustments are of a normal recurring nature. The results of operations for the three months ended June 29, 2015 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 June 29, 2015, the Partnership holds a Local Partnership Interest in five Local Partnerships. 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 sales of certain Local Partnerships’ Properties and/or the Partnership’s Local Partnership Interests, the Partnership’s investment in local partnerships reached a zero balance in a prior year.

During the year ended March 30, 2015, Lakeside Housing Limited Partnership (“Lakeside Housing”) sold its underlying Property to an unaffiliated entity. The Partnership recognized a gain of $4,636,143 in connection with the sale, of which $869,404 was received during the three months ended June 29, 2015 and is reflected as due from local partnership in the accompanying unaudited balance sheet as of March 30, 2015.  Lakeside Housing has since been dissolved.

The non-mandatory mortgages of Littleton Avenue Community Village, L.P. (“Littleton”) matured in October 2006 but have not been repaid or formally extended. During the year ended March 30, 2015, the first mortgage holder issued a declaration of default demanding Littleton’s immediate payment of an amount in excess of $6.5 million. Such amount includes all unpaid principal and accrued interest to date and amounts for real estate tax liens that had been sold to third parties and were redeemed by the lender. Unpaid principal and accrued interest on the second mortgage as of June 29, 2015 is in excess of $3.1 million. Littleton’s Local General Partner reports that a refinancing of the mortgages is unlikely.

7

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

JUNE 29, 2015

(UNAUDITED)

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 $10.04 per share as of June 29, 2015. An unrealized loss of $3,084 is reflected as accumulated other comprehensive loss in the accompanying unaudited balance sheet as of June 29, 2015. The Partnership has earned $263,195 of interest revenue from the date of its initial investment in Pemberwick through June 29, 2015.

4. Distributions to Partners

During the three months ended June 29, 2015, the Partnership made a distribution to the Limited Partners in the amount of approximately $75 per Unit ($4,180,950); the pro-rata distribution to the General Partner was $42,232.

5. Additional Information

Additional information, including the audited March 30, 2015 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, 2015 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 June 29, 2015 American Tax Credit Properties II L.P. (the “Registrant”) has experienced a significant change in financial condition as compared to March 30, 2015 resulting primarily from making a distribution to the partners (see discussion below). 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 three months ended June 29, 2015, Registrant received cash from interest revenue, redemptions from Pemberwick Fund, a short duration bond fund (“Pemberwick”) and proceeds from Lakeside Housing Limited Partnership’s (“Lakeside Housing”) sale of its underlying Property (see discussion below under Local Partnership Matters), and utilized cash for operating expenses, investments in Pemberwick and making a distribution to the partners. Cash and cash equivalents and investment in Pemberwick decreased, in the aggregate, by approximately $3,414,000 during the three months ended June 29, 2015 (which includes an unrealized loss on investment in Pemberwick of approximately $9,000). Payable to general partner and affiliates in the accompanying unaudited balance sheet as of June 29, 2015 represents accrued management and administration fees.

During the three months ended June 29, 2015, Registrant made a distribution to the Limited Partners in the amount of approximately $75 per Unit ($4,180,950) to Unit holders of record as of February 28, 2015; the pro-rata distribution to the General Partner was $42,232. Registrant holds cash and liquid investments as of June 29, 2015 of approximately $3,736,000. After deducting future expenses and reserves, the balance is expected to be distributed to the partners in the future. There can be no assurance as to the amount and timing of such distribution, if any.

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 sales of certain Local Partnerships’ Properties and/or Registrant’s Local Partnership Interests, Registrant’s investment in local partnerships reached a zero balance in a prior year.

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 June 29, 2015 and 2014 resulted in losses of $40,450 and $65,635, respectively. The decrease is primarily attributable to (i) a net decrease in operating expenses of approximately $17,000 and (ii) a decrease in loss on sale of limited partner interests/local partnership properties of approximately $8,000. Other comprehensive loss for the three months ended June 29, 2015 resulted from an unrealized loss on investment in Pemberwick of $8,748.

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 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 August 11, 2015, Registrant owns five of the fifty Local Partnership Interests initially acquired. 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 remaining Properties are principally comprised of subsidized and leveraged low-income multifamily residential complexes located in Arkansas, Massachusetts, New Jersey and Pennsylvania.  Four of the five remaining Local Partnerships receive rental subsidy 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. The four Local Partnerships’ Section 8 contracts, certain of which cover only certain rental units, are currently subject to renewal under applicable HUD guidelines. Two of the four Local Partnerships entered into restructuring agreements in a prior year, 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 year ended March 30, 2015, Lakeside Housing sold its underlying Property to an unaffiliated entity. The Partnership recognized a gain of $4,636,143 in connection with the sale, of which $869,404 was received during the three months ended June 29, 2015 and is reflected as due from local partnership in the accompanying unaudited balance sheet as of March 30, 2015.  Lakeside Housing has since been dissolved.

The non-mandatory mortgages of Littleton Avenue Community Village, L.P. (“Littleton”) matured in October 2006 but have not been repaid or formally extended. During the year ended March 30, 2015, the first mortgage holder issued a declaration of default demanding Littleton’s immediate payment of an amount in excess of $6.5 million. Such amount includes all unpaid principal and accrued interest to date and amounts for real estate tax liens that had been sold to third parties and were redeemed by the lender. Unpaid principal and accrued interest on the second mortgage as of June 29, 2015 is in excess of $3.1 million. Littleton’s Local General Partner reports that a refinancing of the mortgages is unlikely.

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 in a prior year.

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 June 29, 2015. 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, 2015.

There were no changes in Registrant’s internal control over financial reporting during the three months ended June 29, 2015 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, 2015.

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: August 11, 2015	/s/ Brian Myers
	By: Brian Myers
	Chief Executive Officer
Dated: August 11, 2015	/s/ James Hussey
	By: James Hussey
	Chief Financial Officer
Dated: August 11, 2015	/s/ Richard Paul Richman
	By: Richard Paul Richman
	Sole Director

14

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Brian Myers, 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 11, 2015	/s/Brian Myers
	Brian Myers
	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 11, 2015	/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, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian Myers, 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/Brian Myers

Brian Myers

Chief Executive Officer of Richman Tax

Credits Inc., general partner of Richman

Tax Credit Properties II L.P., general

partner of the Registrant

August 11, 2015

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, 2015 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 11, 2015

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1. Basis of Presentation

3 Months Ended

Jun. 29, 2015

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 June 29, 2015 and the results of operations and cash flows for the interim period presented. All adjustments are of a normal recurring nature. The results of operations for the three months ended June 29, 2015 are not necessarily indicative of the results that may be expected for the entire year.

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BALANCE SHEETS - USD ($)	Jun. 29, 2015	Mar. 30, 2015
Cash and liquid investments
Cash and cash equivalents	$ 1,095,219	$ 265,061
Investment in Pemberwick Fund - a short duration bond fund	2,640,774	6,884,812
Total cash and liquid investments	3,735,993	7,149,873
Prepaid expenses	13,054
Due from local partnership		869,404
Total assets	3,749,047	8,019,277
Liabilities
Accounts payable and accrued expenses	33,754	52,134
Payable to general partner and affiliates	54,481	33,951
Total liabilities	$ 88,235	$ 86,085
Commitments and contingencies
Partners' equity (deficit)
General partner	$ (456,135)	$ (413,498)
Limited partners (55,746 units of limited partnership interest outstanding)	4,120,031	8,341,026
Accumulated other comprehensive income (loss)	(3,084)	5,664
Total equity	3,660,812	7,933,192
Total liabilities & equity	$ 3,749,047	$ 8,019,277

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STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Jun. 29, 2015	Jun. 29, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received	$ 7,251	$ 14,787
Cash paid for administration fees	(2,326)	(3,825)
Cash paid for professional fees	(2,797)	(18,057)
Cash paid for State of New Jersey filing fee	(54,904)	(45,266)
Cash paid for printing, postage and other expenses	(6,290)	(3,227)
Net cash used in operating activities	(59,066)	(55,588)
CASH FLOWS FROM INVESTING ACTIVITIES
Investments in Pemberwick Fund	(6,998)	(59,542)
Redemptions from Pemberwick Fund	4,250,000
Proceeds in connection with sale of limited partner interests/local partnership properties	869,404	20,767
Distributions received from local partnerships		15,733
Net cash provided by (used in) investing activities	5,112,406	(23,042)
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to partners	(4,223,182)	(31,810)
Net cash used in financing activities	(4,223,182)	(31,810)
Net increase (decrease) in cash and cash equivalents	830,158	(110,440)
Cash and cash equivalents at beginning of period	265,061	375,716
CASH AND CASH EQUIVALENTS AT END OF PERIOD	1,095,219	265,276
SIGNIFICANT NONCASH INVESTING AND FINANCING ACTIVITIES
Decrease in due from local partnerships reflected as gain (loss) on sale of limited partner interests/local partnership properties		(7,544)
Unrealized gain (loss) on investment in Pemberwick Fund	$ (8,748)	$ 12,218

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STATEMENTS OF CASH FLOWS - CONTINUED - USD ($)	3 Months Ended
	Jun. 29, 2015	Jun. 29, 2014
RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES
Net loss	$ (40,450)	$ (65,635)
Adjustments to reconcile net loss to net cash used in operating activities
Loss on sale of limited partner interests/local partnership properties		7,544
Gain on redemptions from Pemberwick Fund	(7,712)
Increase in prepaid expenses	(13,054)	(11,709)
Decrease in accounts payable and accrued expenses	(18,380)	(28,345)
Increase in due to general partner and affiliates	20,530	42,557
Net cash used in operating activities	$ (59,066)	$ (55,588)

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BALANCE SHEETS PARENTHETICAL - shares	Jun. 29, 2015	Mar. 30, 2015
BALANCE SHEETS PARENTHETICAL
Units of limited partnership interest outstanding	55,746	55,746

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4. Distributions To Partners (Details)	3 Months Ended
	Jun. 29, 2015 USD ($)
Details
Distribution to limited partners	$ 4,180,950
Distribution to general partner	$ 42,232

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Document and Entity Information - shares	3 Months Ended
	Jun. 29, 2015	Aug. 11, 2015
Document and Entity Information
Entity Registrant Name	AMERICAN TAX CREDIT PROPERTIES II L P
Document Type	10-Q
Document Period End Date	Jun. 29, 2015
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	2016
Document Fiscal Period Focus	Q1
Trading Symbol	atciix

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STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Jun. 29, 2015	Jun. 29, 2014
REVENUE
Interest	$ 14,963	$ 14,787
TOTAL REVENUE	14,963	14,787
EXPENSES
Administration fees	11,428	23,191
Management fees	11,428	23,191
Professional fees	12,545	14,145
State of New Jersey filing fee	13,053	11,708
Printing, postage and other	6,959	643
TOTAL EXPENSES	55,413	72,878
LOSS PRIOR TO GAIN (LOSS) ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES	(40,450)	(58,091)
GAIN (LOSS) ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES		(7,544)
NET LOSS	(40,450)	(65,635)
NET LOSS ATTRIBUTABLE TO
General partner net loss	(405)	(656)
Limited partners net loss	$ (40,045)	$ (64,979)
NET LOSS per unit of limited partnership interest (55,746 units of limited partnership interest)	$ (0.72)	$ (1.17)

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5. Additional Information

3 Months Ended

Jun. 29, 2015

Notes

5. Additional Information

5.      Additional Information

Additional information, including the audited March 30, 2015 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, 2015 on file with the Securities and Exchange Commission.

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4. Distributions To Partners

3 Months Ended

Jun. 29, 2015

Notes

4. Distributions To Partners

4.      Distributions to Partners

During the three months ended June 29, 2015, the Partnership made a distribution to the Limited Partners in the amount of approximately $75 per Unit ($4,180,950); the pro-rata distribution to the General Partner was $42,232.

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2. Investment in Local Partnerships: Littleton (Details)	Jun. 29, 2015 USD ($)
Details
First mortgage declared default	$ 6,500,000
Second mortgage arrearage	$ 3,100,000

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2. Investment in Local Partnerships: Capital Contributions (Details)	Jun. 29, 2015 USD ($)
Details
Capital contributions in the aggregate	$ 48,460,126

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2. Investment in Local Partnerships (Details) - USD ($)	3 Months Ended		12 Months Ended
	Jun. 29, 2015	Jun. 29, 2014	Mar. 30, 2015
GAIN (LOSS) ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES		$ (7,544)
Due from local partnership			$ 869,404
Proceeds in connection with sale of limited partner interests/local partnership properties	$ 869,404	$ 20,767
Lakeside Housing
GAIN (LOSS) ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES			$ 4,636,143
Proceeds in connection with sale of limited partner interests/local partnership properties	$ 869,404

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3. Investment in Pemberwick Fund (Details) - Jun. 29, 2015 - USD ($)	Total
Details
Pemberwick Net Asset Value	$ 10.04
Unrealized loss reflected as accumulated other comprehensive loss	$ 3,084
Aggregate interest revenue from investment in Pemberwick	$ 263,195

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STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($)	3 Months Ended
	Jun. 29, 2015	Jun. 29, 2014
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
NET LOSS	$ (40,450)	$ (65,635)
Other comprehensive income (loss) - Pemberwick Fund	(8,748)	12,218
COMPREHENSIVE LOSS	$ (49,198)	$ (53,417)

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3. Investment in Pemberwick Fund

3 Months Ended

Jun. 29, 2015

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 $10.04 per share as of June 29, 2015. An unrealized loss of $3,084 is reflected as accumulated other comprehensive loss in the accompanying unaudited balance sheet as of June 29, 2015. The Partnership has earned $263,195 of interest revenue from the date of its initial investment in Pemberwick through June 29, 2015.