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 December 30, 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: 0-19217

American Tax Credit Properties III L.P.

(Exact Name of Registrant as Specified in its Charter)

Delaware	13-3545006
(State or Other Jurisdiction of Organization)	(I.R.S. Employer Incorporation or  Identification No.)
Richman Tax Credit Properties III 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 III 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 III L.P.

BALANCE SHEETS

(UNAUDITED)

	December 30,			March 30,
	2015			2015
ASSETS
Cash and liquid investments
Cash and cash equivalents	$	35,581		$	52,011
Investment in Pemberwick Fund, a short duration bond fund		230,100			229,668
	$	265,681		$	281,679
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses	$	24,688		$	24,544
Deferred revenue		20,000
Payable to general partner and affiliates		3,244,540			3,178,170
		3,289,228			3,202,714
Commitments and contingencies
Partners' deficit
General partner		(2,914,475	)		(2,813,109	)
Limited partners (35,883 units of limited partnership interest outstanding)		(107,589	)		(107,589	)
Accumulated other comprehensive loss		(1,483	)		(337	)
		(3,023,547	)		(2,921,035	)
	$	265,681		$	281,679

See Notes to Financial Statements.

3

AMERICAN TAX CREDIT PROPERTIES III L.P.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

THREE AND NINE MONTH PERIODS ENDED DECEMBER 30, 2015 AND 2014

(UNAUDITED)

	Three Months Ended December 30,			Nine Months Ended December 30,			Three Months  Ended December 30,			Nine Months Ended December 30,
	2015			2015			2014			2014
REVENUE
Interest	$	543		$	1,624		$	1,286		$	4,127
Other income from local partnerships					5,917			12,062			44,392
TOTAL REVENUE		543			7,541			13,348			48,519
EXPENSES
Administration fees		12,174			36,525			15,718			47,509
Management fees		12,174			36,525			15,717			47,508
Professional fees		10,989			36,138			11,071			36,365
Printing, postage and other		3,219			10,219			3,034			11,521
TOTAL EXPENSES		38,556			119,407			45,540			142,903
LOSS PRIOR TO GAIN ON SALE OF LIMITED PARTNER INTERESTS/ LOCAL PARTNERSHIP PROPERTIES		(38,013	)		(111,866	)		(32,192	)		(94,384	)
GAIN ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES		10,500			10,500			30,660			30,660
NET LOSS		(27,513	)		(101,366	)		(1,532	)		(63,724	)
Other comprehensive loss - investment in Pemberwick Fund		(689	)		(1,146	)		(1,696	)		(1,615	)
COMPREHENSIVE LOSS	$	(28,202	)	$	(102,512	)	$	(3,228	)	$	(65,339	)
NET LOSS ATTRIBUTABLE TO
General partner	$	(27,513	)	$	(101,366	)	$	(1,532	)	$	(63,724	)
Limited partners		--			--			--			--
	$	(27,513	)	$	(101,366	)	$	(1,532	)	$	(63,724	)
NET LOSS per unit of limited partnership interest (35,883 units of limited partnership interest)	$	--		$	--		$	--		$	--

See Notes to Financial Statements.

4

AMERICAN TAX CREDIT PROPERTIES III L.P.

STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED DECEMBER 30, 2015 AND 2014

(UNAUDITED)

	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received	$	1,624		$	3,510
Cash paid for
Administration fees		(6,680	)		(127,251	)
Management fees					(129,486	)
Professional fees		(34,654	)		(44,101	)
Printing, postage and other expenses		(11,559	)		(13,075	)
Net cash used in operating activities		(51,269	)		(310,403	)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds in connection with sale of limited partner interests/local partnership properties		30,500			30,660
Investments in Pemberwick Fund		(1,578	)		(128,500	)
Redemptions from Pemberwick Fund					371,000
Distributions received from local partnerships		5,917			96,392
Net cash provided by investing activities		34,839			369,552
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to partners					(108,676	)
Net cash used in financing activities					(108,676	)
Net decrease in cash and cash equivalents		(16,430	)		(49,527	)
Cash and cash equivalents at beginning of period		52,011			115,513
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	35,581		$	65,986
SIGNIFICANT NONCASH INVESTING AND FINANCING ACTIVITIES
Unrealized loss on investment in Pemberwick Fund	$	(1,146	)	$	(1,615	)

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 III L.P.

STATEMENTS OF CASH FLOWS - CONTINUED

NINE MONTHS ENDED DECEMBER 30, 2015 AND 2014

(UNAUDITED)

	2015			2014
RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES
Net loss	$	(101,366	)	$	(63,724	)
Adjustments to reconcile net loss to net cash used in operating activities
Gain on sale of limited partner interests/local partnership properties		(10,500	)		(30,660	)
Gain on redemptions from Pemberwick Fund					(617	)
Other income from local partnerships		(5,917	)		(44,392	)
Increase (decrease) in accounts payable and accrued expenses		144			(9,290	)
Increase (decrease) in payable to general partner and affiliates		66,370			(161,720	)
NET CASH USED IN OPERATING ACTIVITIES	$	(51,269	)	$	(310,403	)

See Notes to Financial Statements.

6

AMERICAN TAX CREDIT PROPERTIES III L.P.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 30, 2015

(UNAUDITED)

1. Basis of Presentation

The accompanying unaudited financial statements of American Tax Credit Properties III 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 December 30, 2015 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 nine months ended December 30, 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 forty-three partnerships (the "Local Partnerships") representing capital contributions in the aggregate amount of $29,384,966, which includes voluntary advances (the "Advances") made to a certain Local Partnership and all of which has been paid. As of December 30, 2015, the Partnership holds a Local Partnership Interest in seven Local Partnerships (see discussion below regarding the Partnership's sale of three Local Partnership Interests subsequent to December 30, 2015). 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 nine months ended December 30, 2015, the Partnership sold its Local Partnership Interest in Chowan Senior Manor Associates Limited Partnership ("Chowan Senior Manor") to an affiliate of the Local General Partner of Chowan Senior Manor. The Partnership received $10,500 in connection with the sale; such amount is reflected as gain on sale of limited partner interests/local partnership properties in the accompanying unaudited statement of operations and comprehensive income (loss) for the nine months ended December 30, 2015.

Subsequent to December 30, 2015, the Partnership sold its Local Partnership Interests in Long Reach Associates Limited Partnership and Nash Hill Associates Limited Partnership to an affiliate of one of the Local General Partners of such Local Partnerships. Such Local Partnerships have a common Local General Partner. The Partnership received $20,000 in connection with the sale, which amount was received during the nine months ended December 30, 2015 and is reflected as deferred revenue in the accompanying unaudited balance sheet as of December 30, 2015. Such amount will be recorded by the Partnership as gain on sale of limited partner interests/local partnership properties.

Subsequent to December 30, 2015, the Partnership sold its Local Partnership Interest in Loma del Norte Limited Partnership ("Loma del Norte") to an affiliate of one of the Local General Partners of Loma del Norte. The Partnership received $85,000 in connection with the sale; such amount will be recorded by the Partnership as gain on sale of limited partner interests/local partnership properties.

7

AMERICAN TAX CREDIT PROPERTIES III L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

DECEMBER 30, 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 $10.01 per share as of December 30, 2015. An unrealized loss of $1,483 is reflected as accumulated other comprehensive loss in the accompanying unaudited balance sheet as of December 30, 2015. The Partnership has earned $43,691 of interest revenue from the date of its initial investment in Pemberwick through December 30, 2015.

4. 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 III L.P.

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

Material Changes in Financial Condition

As of December 30, 2015, American Tax Credit Properties III L.P. (the "Registrant") has not experienced a significant change in financial condition as compared to March 30, 2015. 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 nine months ended December 30, 2015, Registrant received cash from interest revenue, the sale of certain limited partner interests/local partnership properties (see discussion below under Results of Operations and Local Partnership Matters) 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 decreased, in the aggregate, by approximately $16,000 during the nine months ended December 30, 2015 (which includes an unrealized loss on investment in Pemberwick of approximately $1,000). Payable to general partner and affiliates in the accompanying unaudited balance sheet as of December 30, 2015 represents deferred management and administration fees.

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 December 30, 2015 and 2014 resulted in net losses of $27,513 and $1,532, respectively. The increase is primarily due to (i) a decrease in gain on sale of limited partner interests/local partnership properties of approximately $20,000 and (ii) a decrease in other income from local partnerships of approximately $12,000, all partially offset by a net decrease in operating expenses of approximately $7,000. Other comprehensive loss for the three months ended December 30, 2015 resulted from an unrealized loss on investment in Pemberwick of $689.

Registrant's operations for the nine months ended December 30, 2015 and 2014 resulted in net losses of $101,366 and $63,724, respectively. The increase is primarily due to (i) a decrease in gain on sale of limited partner interests/local partnership properties of approximately $20,000 and (ii) a decrease in other income from local partnerships of approximately $38,000, all partially offset by a decrease in operating expenses of approximately $23,000. Other comprehensive loss for the nine months ended December 30, 2015 resulted from an unrealized loss on investment in Pemberwick of $1,146.

9

AMERICAN TAX CREDIT PROPERTIES III 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, 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, 2003. 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, 2007. 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 has been in the process of disposing of its remaining Local Partnership Interests and, as of February 1, 2016, owns four of the forty-three Local Partnership Interests initially acquired. In a prior year, Registrant served a demand on the general partners of the 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 Maine, New York, Maryland and North Carolina. Two of the remaining four Local Partnerships receive rental subsidy payments under the terms of agreements that expire at various times. 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. Such changes could adversely affect the future net operating income ("NOI") before debt service and debt structure of any or all Local Partnerships currently receiving such subsidies.

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 nine months ended December 30, 2015, Registrant sold its Local Partnership Interest in Chowan Senior Manor Associates Limited Partnership ("Chowan Senior Manor") to an affiliate of the Local General Partner of Chowan Senior Manor. Registrant received $10,500 in connection with the sale; such amount is reflected as gain on sale of limited partner interests/local partnership properties in the accompanying unaudited statement of operations and comprehensive income (loss) for the nine months ended December 30, 2015.

10

AMERICAN TAX CREDIT PROPERTIES III L.P.

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

Subsequent to December 30, 2015, Registrant sold its Local Partnership Interests in Long Reach Associates Limited Partnership and Nash Hill Associates Limited Partnership to an affiliate of one of the Local General Partners of such Local Partnerships. Such Local Partnerships have a common Local General Partner. Registrant received $20,000 in connection with the sale, which amount was received during the nine months ended December 30, 2015 and is reflected as deferred revenue in the accompanying unaudited balance sheet as of December 30, 2015. Such amount will be recorded by Registrant as gain on sale of limited partner interests/local partnership properties.

Subsequent to December 30, 2015, Registrant sold its Local Partnership Interest in Loma del Norte Limited Partnership ("Loma del Norte") to an affiliate of one of the Local General Partners of Loma del Norte. Registrant received $85,000 in connection with the sale; such amount will be recorded by Registrant as gain on sale of limited partner interests/local partnership properties.

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.

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.

11

AMERICAN TAX CREDIT PROPERTIES III L.P.

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 December 30, 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 December 30, 2015.

There were no changes in Registrant's internal control over financial reporting during the three months ended December 30, 2015 that have materially affected, or are reasonably likely to materially affect, Registrant's internal control over financial reporting.

12

AMERICAN TAX CREDIT PROPERTIES III L.P.

Part II - OTHER INFORMATION

Item 1.Legal Proceedings.

None.

Item 1A.Risk Factors.

Registrant has disposed of four of the eight Local Partnership Interests owned as of June 26, 2015 (the date on which Registrant filed its Annual Report on Form 10-K for the year ended March 30, 2015). There have been no other 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.

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 III L.P.
	(a Delaware limited partnership)
	By:Richman Tax Credit Properties III L.P.,
	General Partner
	By:Richman Housing Credits Inc.,
	general partner
Dated: February 1, 2016	/s/Brian Myers
	By: Brian Myers
	Chief Executive Officer
Dated: February 1, 2016	/s/James Hussey
	By:James Hussey
	Chief Financial Officer
Dated: February 1, 2016	/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 III 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:  February 1, 2016	/s/Brian Myers
	Brian Myers
	Chief Executive Officer of Richman Housing Credits Inc., general partner of Richman Tax Credit Properties III 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 III 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:  February 1, 2016	/s/James Hussey
	James Hussey
	Chief Financial Officer of Richman Housing Credits Inc., general partner of Richman Tax Credit Properties III L.P., general partner of the registrant

EX-31.1

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 III L.P. (the "Registrant") on Form 10-Q for the period ended December 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Brian Myers, Chief Executive Officer of Richman Housing Credits Inc., general partner of Richman Tax Credit Properties III 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 Housing

Credits Inc., general partner of Richman

Tax Credit Properties III L.P., general

partner of the Registrant

February 1, 2016

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 III L.P. (the "Registrant") on Form 10-Q for the period ended December 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James Hussey, Chief Financial Officer of Richman Housing Credits Inc., general partner of Richman Tax Credit Properties III 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 Housing

Credits Inc., general partner of Richman

Tax Credit Properties III L.P., general

partner of the Registrant

February 1, 2016

XML

Document and Entity Information - shares	9 Months Ended
	Dec. 30, 2015	Feb. 01, 2016
Document and Entity Information:
Entity Registrant Name	AMERICAN TAX CREDIT PROPERTIES III LP
Document Type	10-Q
Document Period End Date	Dec. 30, 2015
Trading Symbol	atciiix
Amendment Flag	false
Entity Central Index Key	0000856135
Current Fiscal Year End Date	--03-30
Entity Common Stock, Shares Outstanding		35,883
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	Q3

XML

BALANCE SHEETS - USD ($)	Dec. 30, 2015	Mar. 30, 2015
Cash and liquid investments
Cash and cash equivalents	$ 35,581	$ 52,011
Investment in Pemberwick Fund, a short duration bond fund	230,100	229,668
Total assets	265,681	281,679
Liabilities
Accounts payable and accrued expenses	24,688	24,544
Deferred revenue	20,000
Payable to general partner and affiliates	3,244,540	3,178,170
Total liabilities	$ 3,289,228	$ 3,202,714
Commitments and contingencies
Partners' deficit
General partner	$ (2,914,475)	$ (2,813,109)
Limited partners (35,883 units of limited partnership interest outstanding)	(107,589)	(107,589)
Accumulated other comprehensive loss	(1,483)	(337)
Total equity (deficit)	(3,023,547)	(2,921,035)
Total liabilities & equity (deficit)	$ 265,681	$ 281,679

XML

BALANCE SHEETS PARENTHETICAL - shares	Dec. 30, 2015	Mar. 30, 2015
BALANCE SHEETS PARENTHETICAL
Units of limited partnership interest outstanding	35,883	35,883

XML

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Dec. 30, 2015	Dec. 30, 2014	Dec. 30, 2015	Dec. 30, 2014
REVENUE
Interest	$ 543	$ 1,286	$ 1,624	$ 4,127
Other income from local partnerships		12,062	5,917	44,392
TOTAL REVENUE	543	13,348	7,541	48,519
EXPENSES
Administration fees	12,174	15,718	36,525	47,509
Management fees	12,174	15,717	36,525	47,508
Professional fees	10,989	11,071	36,138	36,365
Printing, postage and other	3,219	3,034	10,219	11,521
TOTAL EXPENSES	38,556	45,540	119,407	142,903
LOSS PRIOR TO GAIN ON SALE OF LIMITED PARTNER INTERESTS/ LOCAL PARTNERSHIP PROPERTIES	(38,013)	(32,192)	(111,866)	(94,384)
GAIN ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES	10,500	30,660	10,500	30,660
NET LOSS	(27,513)	(1,532)	(101,366)	(63,724)
NET LOSS ATTRIBUTABLE TO
General partner net loss	$ (27,513)	$ (1,532)	$ (101,366)	$ (63,724)
Limited partners net loss
NET LOSS per unit of limited partnership interest (35,883 units of limited partnership interest)

XML

STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 30, 2015	Dec. 30, 2014	Dec. 30, 2015	Dec. 30, 2014
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
NET LOSS	$ (27,513)	$ (1,532)	$ (101,366)	$ (63,724)
Other comprehensive loss - investment in Pemberwick Fund	(689)	(1,696)	(1,146)	(1,615)
COMPREHENSIVE LOSS	$ (28,202)	$ (3,228)	$ (102,512)	$ (65,339)

XML

STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Dec. 30, 2015	Dec. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received	$ 1,624	$ 3,510
Cash paid for administration fees	(6,680)	(127,251)
Cash paid for management fees		(129,486)
Cash paid for professional fees	(34,654)	(44,101)
Cash paid for printing, postage and other expenses	(11,559)	(13,075)
Net cash used in operating activities	(51,269)	(310,403)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds in connection with sale of limited partner interests/local partnership properties	30,500	30,660
Investments in Pemberwick Fund	(1,578)	(128,500)
Redemptions from Pemberwick Fund		371,000
Distributions received from local partnerships	5,917	96,392
Net cash provided by investing activities	34,839	369,552
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to partners		(108,676)
Net cash used in financing activities		(108,676)
Net decrease in cash and cash equivalents	(16,430)	(49,527)
Cash and cash equivalents at beginning of period	52,011	115,513
CASH AND CASH EQUIVALENTS AT END OF PERIOD	35,581	65,986
SIGNIFICANT NONCASH INVESTING AND FINANCING ACTIVITIES
Unrealized loss on investment in Pemberwick Fund	$ (1,146)	$ (1,615)

XML

STATEMENTS OF CASH FLOWS - CONTINUED - USD ($)	9 Months Ended
	Dec. 30, 2015	Dec. 30, 2014
STATEMENTS OF CASH FLOWS - CONTINUED
Net loss	$ (101,366)	$ (63,724)
Adjustments to reconcile net loss to net cash used in operating activities
Gain on sale of limited partner interests/local partnership properties	(10,500)	(30,660)
Gain on redemptions from Pemberwick Fund		(617)
Other income from local partnerships	(5,917)	(44,392)
Increase (decrease) in accounts payable and accrued expenses	144	(9,290)
Increase (decrease) in payable to general partner and affiliates	66,370	(161,720)
NET CASH USED IN OPERATING ACTIVITIES	$ (51,269)	$ (310,403)

XML

1. Basis of Presentation

9 Months Ended

Dec. 30, 2015

Notes

1. Basis of Presentation

1.      Basis of Presentation

The accompanying unaudited financial statements of American Tax Credit Properties III 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 December 30, 2015 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 nine months ended December 30, 2015 are not necessarily indicative of the results that may be expected for the entire year.

XML

2. Investment in Local Partnerships

9 Months Ended

Dec. 30, 2015

Notes

2. Investment in Local Partnerships

2.      Investment in Local Partnerships

The Partnership initially acquired limited partner equity interests (the “Local Partnership Interests”) in forty-three partnerships (the “Local Partnerships”) representing capital contributions in the aggregate amount of $29,384,966, which includes voluntary advances (the “Advances”) made to a certain Local Partnership and all of which has been paid. As of December 30, 2015, the Partnership holds a Local Partnership Interest in seven Local Partnerships (see discussion below regarding the Partnership’s sale of three Local Partnership Interests subsequent to December 30, 2015). 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 nine months ended December 30, 2015, the Partnership sold its Local Partnership Interest in Chowan Senior Manor Associates Limited Partnership (“Chowan Senior Manor”) to an affiliate of the Local General Partner of Chowan Senior Manor. The Partnership received $10,500 in connection with the sale; such amount is reflected as gain on sale of limited partner interests/local partnership properties in the accompanying unaudited statement of operations and comprehensive income (loss) for the nine months ended December 30, 2015.

Subsequent to December 30, 2015, the Partnership sold its Local Partnership Interests in Long Reach Associates Limited Partnership and Nash Hill Associates Limited Partnership to an affiliate of one of the Local General Partners of such Local Partnerships. Such Local Partnerships have a common Local General Partner. The Partnership received $20,000 in connection with the sale, which amount was received during the nine months ended December 30, 2015 and is reflected as deferred revenue in the accompanying unaudited balance sheet as of December 30, 2015. Such amount will be recorded by the Partnership as gain on sale of limited partner interests/local partnership properties.

Subsequent to December 30, 2015, the Partnership sold its Local Partnership Interest in Loma del Norte Limited Partnership (“Loma del Norte”) to an affiliate of one of the Local General Partners of Loma del Norte. The Partnership received $85,000 in connection with the sale; such amount will be recorded by the Partnership as gain on sale of limited partner interests/local partnership properties.

XML

3. Investment in Pemberwick Fund

9 Months Ended

Dec. 30, 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 $10.01 per share as of December 30, 2015. An unrealized loss of $1,483 is reflected as accumulated other comprehensive loss in the accompanying unaudited balance sheet as of December 30, 2015. The Partnership has earned $43,691 of interest revenue from the date of its initial investment in Pemberwick through December 30, 2015.

XML

4. Additional Information

9 Months Ended

Dec. 30, 2015

Notes

4. Additional Information

4.      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.

XML

2. Investment in Local Partnerships: Capital Contributions (Details)	Sep. 29, 2015 USD ($)
Details
Capital contributions in the aggregate	$ 29,384,966

XML

2. Investment in Local Partnerships (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Jan. 30, 2016	Dec. 30, 2015	Dec. 30, 2014	Dec. 30, 2015	Dec. 30, 2014
Proceeds in connection with sale of limited partner interests/local partnership properties				$ 30,500	$ 30,660
GAIN ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES		$ 10,500	$ 30,660	10,500	$ 30,660
Deferred revenue		20,000		20,000
Chowan Senior Manor Associates Limited Partnership
Proceeds in connection with sale of limited partner interests/local partnership properties				10,500
GAIN ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES				10,500
Long Reach Associates Limited Partnership and Nash Hill Associates Limited Partnership
Proceeds in connection with sale of limited partner interests/local partnership properties				20,000
GAIN ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES	$ 20,000
Deferred revenue		$ 20,000		$ 20,000
Loma del Norte Limited Partnership
Proceeds in connection with sale of limited partner interests/local partnership properties	85,000
GAIN ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES	$ 85,000

XML

3. Investment in Pemberwick Fund (Details)	Sep. 29, 2015 USD ($) $ / shares
Details
Pemberwick Net Asset Value | $ / shares	$ 10.01
Unrealized loss reflected as accumulated other comprehensive loss	$ 1,483
Aggregate interest revenue from investment in Pemberwick	$ 43,691