UNITED STATES
                                          SECURITIES AND EXCHANGE COMMISSION
                                                WASHINGTON, DC 20549
                                            SECOND AMENDED FORM 10-K/A-2
                                                  (Amendment No. 2)



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

                                        For the fiscal year ended March 31, 2007

                                                           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:   0-19022


                                              Gateway Tax Credit Fund II Ltd.         
                                  (Exact name of Registrant as specified in its charter)

                                   Florida                                  65-0142704     
                               (State or other jurisdiction of            (IRS Employer No.)
                               incorporation or organization)

                                880 Carillon Parkway,    St. Petersburg,    Florida     33716 
                              (Address of principal executive offices)               (Zip Code)


            Registrant's Telephone Number, Including Area Code:    (727)567-1000    

            Securities registered pursuant to Section 12(b) of the Act:    None

            Securities registered pursuant to Section 12(g) of the Act:
            Title of Each Class:   Beneficial Assignee Certificates


                                                                    Number of Units
                   Title of Each Class                               March 31, 2007
                 Beneficial Assignee Certificates                        2,533
                 General Partner Interest                                    2

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES [ ]  NO [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES [ ] NO [X]

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 such filing requirements for the past 90 days. YES [X]  NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K (Sec. 229.405 of this chapter)
is not contained herein, and will not be contained to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [X]
 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.  Check one):

Large accelerated filer [ ]  Accelerated filer [ ]  Non-accelerated filer  [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]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the
registrants most recently completed second fiscal quarter.

There is no market for the Registrants Limited Partnership interests.


DOCUMENTS INCORPORATED BY REFERENCE

Parts I, II, III and IV - Form S-11 Registration Statement
and all amendments and supplements thereto.
File No. 33-31821 
 

                                                           EXPLANATORY NOTE

This Second Amended Annual Report on Form 10-K/A-2 corrects the following disclosures that Gateway had reported on its original filing and subsequent filed First Amended Annual Report for the year ended March 31, 2007.

Item 9A. Controls and Procedures  The Company corrected Item 9A disclosure by reflecting that the evaluation referred to therein occurred as of the end of the period covered by the report.

Consolidated Statements of Cash Flows  The Company eliminated the "expenses related to sale of project partnerships" line item from the financing activities section of the Consolidated Statement of Cash Flows and included those expenses as an offsetting component of the "proceeds from sale of project partnerships" line item in the investing activities section. The newly revised line item is titled "net proceeds from sale of project partnerships." Gateway corrected the following items in the statement of cash flows of Series 3, Series 4, Series 6, and Total Series 2-6 for the years ended March 31, 2007 and 2006:

                                                         As Amended     As Originally Filed

Series 3 - March 31, 2007
Cash Flows from Investing Activities:
    Net Proceeds from Sale of Project Partnerships         412,964           415,512 
       Net Cash Provided by Investing Activities           367,344           369,892 
Cash Flows from Financing Activities:
    Expenses Related to Sale of Project Partnerships             -            (2,548)
        Net Cash Used in Financing Activities              (99,572)         (102,120)

Series 4 - March 31, 2007
Cash Flows from Investing Activities:
    Net Proceeds from Sale of Project Partnerships          62,440            64,000 
       Net Cash Used in Investing Activities               (17,996)          (16,436)
Cash Flows from Financing Activities:
    Expenses Related to Sale of Project Partnerships             -            (1,560)
       Net Cash Used in Financing Activities                     -            (1,560)

Series 6 - March 31, 2006
Cash Flows from Investing Activities:
    Net Proceeds from Sale of Project Partnerships         224,074           225,574 
       Net Cash Provided by Investing Activities           330,349           331,849 
Cash Flows from Financing Activities:
    Expenses Related to Sale of Project Partnerships             -            (1,500)
        Net Cash Used in Financing Activities             (224,028)         (225,528)

Total Series 2-6 - March 31, 2007
Cash Flows from Investing Activities:
    Net Proceeds from Sale of Project Partnerships        475,404           479,512 
       Net Cash Provided by Investing Activities          178,031           182,139 
Cash Flows from Financing Activities:
    Expenses Related to Sale of Project Partnerships            -            (4,108)
       Net Cash Used in Financing Activities              (99,572)         (103,680)

Total Series 2-6 - March 31, 2006

Cash Flows from Investing Activities:
    Net Proceeds from Sale of Project Partnerships         224,074           225,574 
       Net Cash Provided by Investing Activities           686,843           688,343 
Cash Flows from Financing Activities:
    Expenses Related to Sale of Project Partnerships             -            (1,500)
       Net Cash Used in Financing Activities              (224,028)         (225,528)

Item 7, Management's discussion and analysis of financial condition and results of operations has been updated to conform with the corrections in cash flows from investing activities and cash flows from financing activities disclosures.

Exhibit 31.1 and 31.2 - The Company amended the certification in Exhibit 31.1 and 31.2 to correct the form of certifications.

Except as described above, no other changes have been made to the first amended Form 10-K/A, and this Form 10-K/A-2 does not amend, update, or change the financial statements or any other items or disclosures in the first amended Form 10-K/A. Except for the changes stated above, this Form 10-K/A-2 does not reflect events occurring after the filing of the Form 10-K or Form 10-K/A-1 or modify or update those disclosures, including any exhibits to the Form 10-K or Form 10/K-1 affected by subsequent events. Accordingly, this Form 10-K/A-2 should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the filing of the original Form 10-K, including any amendments to those filings.

 

PART I

Item 1.  Business

   Gateway Tax Credit Fund II Ltd. ("Gateway") is a Florida Limited Partnership.  The general partners are Raymond James Tax Credit Funds, Inc., the Managing General Partner, and Raymond James Partners, Inc., (collectively the "General Partners") both sponsors of Gateway Tax Credit Fund II Ltd. and wholly-owned subsidiaries of Raymond James Financial, Inc.

   Pursuant to the Securities Act of 1933, Gateway filed a Form S-11 Registration Statement with the Securities and Exchange Commission, effective September 12, 1989, which covered the offering (the "Public Offering") of Gateway's Beneficial Assignee Certificates ("BACs") representing assignments of units for the beneficial interest of the limited partnership interest of the Assignor Limited Partner.  The Assignor Limited Partner was formed for the purpose of serving in that capacity for Gateway and will not engage in any other business.

   Gateway is engaged in only one industry segment, to acquire limited partnership interests in unaffiliated limited partnerships ("Project Partnerships"), each of which owns and operates one or more apartment complexes eligible for Low-Income Housing Tax Credits under Section 42 of the Internal Revenue Code ("Tax Credits"), received over a ten year period.  Subject to certain limitations, Tax Credits may be used by Gateway's investors to reduce their income tax liability generated from other income sources.  Gateway will terminate on December 31, 2040, or sooner, in accordance with the terms of its Limited Partnership Agreement.  As of March 31, 2007, Gateway had received capital contributions of $1,000 from the General Partners and $37,228,000 from Assignees.

   Gateway offered BACs in five series.  BACs in the amounts of $6,136,000, $5,456,000, $6,915,000, $8,616,000 and $10,105,000 for Series 2, 3, 4, 5, and 6, respectively had been issued as of March 31, 2007.  Each series is treated as a separate partnership, investing in a separate and distinct pool of Project Partnerships.  Net proceeds from each series were used to acquire Project Partnerships which are specifically allocated to such series.  Income or loss and all tax items from the Project Partnerships acquired by each series are specifically allocated among the Assignees of such series.

   Operating profits and losses, cash distributions from operations and Tax Credits are allocated 99% to the Assignees and 1% to the General Partners.  Profit or loss and cash distributions from sales of property will be allocated as described in the Limited Partnership Agreement.

   Gateway initially held investments in 148 Project Partnerships.  As more fully discussed in Item 7 herein, Gateway is presently in the process of disposing of its interests in Project Partnerships which have reached the end of their fifteen year tax credit compliance period.  As of March 31, 2007, Gateway held investments in 136 Project Partnerships, 12 Project Partnerships have been sold as of March 31, 2007.  As described in Note 8 herein, one additional Project Partnership has been sold subsequent to the fiscal year-end of March 31, 2007.  Project Partnership investments by Series as of March 31, 2007 are as follows:  22 Project Partnerships for Series 2, 17 Project Partnerships for Series 3, 25 Project Partnerships for Series 4, 35 Project Partnerships for Series 5 and 37 Project Partnerships for Series 6.  Gateway acquired its interests in these properties by becoming a limited partner in the Project Partnerships that own the properties.  As of March 31, 2007, the capital received for each series was fully invested in Project Partnerships and management plans no new investments in the future.

   The primary source of funds from the inception of each series has been the capital contributions from Assignees.  Gateway's operating costs are funded using the reserves established for this purpose, the interest earned on these reserves and distributions received from Project Partnerships.

   All but two of the Project Partnerships are government subsidized with mortgage loans from the Farmers Home Administration (now called United States Department of Agriculture - Rural Development) ("USDA-RD") under Section 515 of the Housing Act of 1949.  These mortgage loans are made at low interest rates for multi-family housing in rural and suburban areas, with the requirement that the interest savings be passed on to low income tenants in the form of lower rents.  A significant portion of the project partnerships also receive rental assistance from USDA-RD to subsidize certain qualifying tenants.

   The General Partners do not believe the Project Partnerships are subject to the risks generally associated with conventionally financed nonsubsidized apartment properties.  Risks related to the operations of Gateway are described in detail on pages 23 through 34 of the Prospectus, as supplemented, contained in the Registration Statement, File No. 33-31821 ("Prospectus") under the Caption "Risk Factors" which is incorporated herein by reference.  The investment objectives of Gateway are to:

   1)  Provide tax benefits to Assignees in the form of Tax Credits during the period in which
       each Project is eligible to claim tax credits;
   2)  Preserve and protect the capital contribution of Investors;
   3)  Participate in any capital appreciation in the value of the Projects; and
   4)  Provide passive losses to i) individual investors to offset passive income from other
       passive activities, and ii) corporate investors to offset business income.

 

   The investment objectives and policies of Gateway are described in detail on pages 34 through 40 of the Prospectus, under the caption "Investment Objectives and Policies" which is incorporated herein by reference.

   Gateway's goal is to invest in a diversified portfolio of Project Partnerships located in rural and suburban locations with a high demand for low income housing.  As of March 31, 2007 the investor capital contributions were successfully invested in Project Partnerships, which met the investment criteria. The Tax Credits have been delivered to Gateway and the fifteen year tax credit compliance period is now over for 129 of the 148 Project Partnership investments originally made.  Gateway is now disposing of its remaining interests in Project Partnerships as they reach the end of their 15 year Tax Credit compliance period.  Gateway's objective is to sell Gateway's interest in such properties for fair market value and ultimately, to liquidate the Project Partnerships and in turn ultimately liquidate Gateway.

   Gateway has no direct employees.  Services are performed by the Managing General Partner and its affiliates and by agents retained by it.  The Managing General Partner has full and exclusive discretion in management and control of Gateway.

Exit Strategy

   The IRS compliance period for low-income housing tax credit properties is generally 15 years from occupancy following construction or rehabilitation completion.

   Of the original 148 Project Partnership investments, 129 have reached the end of their Tax Credit compliance period as of December 31, 2006 and those Project Partnerships that have yet to reach the end of their Tax Credit compliance period will do so no later than December 31, 2008.  As of March 31, 2007, twelve of the Project Partnership investments have been sold and, in accordance with the Gateway partnership agreement, the entire net proceeds received from these sales are payable to the Assignee Limited Partners of those series of Gateway.  On a cumulative basis as of March 31, 2007, $99,600 representing $18.25 per Assignee Limited Partner unit in Series 3, $157,126 representing $18.23 per Assignee Limited Partner unit in Series 5 and $224,074 representing $22.17 per Assignee Limited Partner unit in Series 6 have been distributed to the Assignee Limited Partners of the respective series. An additional $357,095 representing $65.45 per Assignee Limited Partner unit in Series 3 and $146,944 representing $21.25 per Assignee Limited Partner unit in Series 4 have been distributed in May, 2007.

Item 1A.  Risk Factors

   Gateway, as a limited partner in the Project Partnerships, is subject to risks inherent in the ownership of property which are beyond its control, such as fluctuations in occupancy rates and operating expenses, variations in rental schedules, proper maintenance and continued eligibility of Tax Credits.  If the cost of operating a property exceeds the rental income earned thereon, Gateway may deem it in its best interest to voluntarily provide funds in order to protect its investment.  No such contributions have been made during fiscal year 2007.

   Investors eventually may be allocated profits for tax purposes which exceed any cash Gateway distributes to them.  Under these circumstances, unless an investor has passive losses or credits to reduce such tax liability, the investor will have to pay federal income tax without a corresponding cash distribution from Gateway.  Similarly, in the event of a sale or foreclosure of an apartment complex, an investor may be allocated taxable income, resulting in tax liability, in excess of any cash distributed to the investor as a result of such event.

   There is no assurance that investors will receive any cash distributions from the sale or refinancing of a Project Partnership.  The price at which a Project Partnership is sold may not be large enough to pay the mortgage and other expenses which must be paid at such time.

Item 1B.  Unresolved Staff Comments

   None.

Item 2.  Properties:

   Gateway owns a majority interest in properties through its limited partnership investments in Project Partnerships.  The largest single net investment as of March 31, 2007 in a Project Partnership for each respective Series is:  Series 2, 3 and 4 is 0% of both the series and Gateway's total assets as there are no Investment in Project Partnership balances in any of those series, Series 5 is 19.5% of the Series' total assets and 3.3% of Gateway's total assets, and Series 6 is 18.2% of the Series' total assets and 5.2% of Gateway's total assets. The following table provides certain summary information regarding the Project Partnerships in which Gateway had an interest as of December 31, 2006:

SERIES 2 PARTNERSHIP -----------

LOCATION OF PROPERTY -----------

# OF UNIT -----

DATE   ACQUIRED --------

PROPERTY COST   -----------

OCCUPANCY RATE -----

Claxton Elderly Deerfield II Hartwell Family Cherrytree Apts. Springwood Apts. Lakeshore Apts. Lewiston Charleston Sallisaw II Pocola Inverness Club Pearson Elderly Richland Elderly Lake Park Woodland Terrace Mt. Vernon Elderly Lakeland Elderly Prairie Apartments Sylacauga Heritage Manchester Housing Durango C.W.W. Columbus Seniors

Claxton, GA Douglas, GA Hartwell, GA Albion, PA Westfield, NY Tuskegee, AL Lewiston, NY Charleston, AR Sallisaw, OK Pocola, OK Inverness, FL Pearson, GA Richland, GA Lake Park, GA Waynesboro, GA Mt. Vernon, GA Lakeland, GA Eagle Butte, SD Sylacauga, AL Manchester, GA Durango, CO Columbus, KS

24 24 24 33 32 34 25 32 47 36 72 25 34 48 30 21 29 21 44 49 24 16 ---- 724

9/90 9/90 9/90 9/90 9/90 9/90 10/90 9/90 9/90 10/90 9/90 9/90 9/90 9/90 9/90 9/90 9/90 10/90 12/90 1/91 1/91 5/92

808,632 854,562 859,698 1,466,107 1,568,513 1,304,457 1,233,935 1,076,098 1,517,589 1,245,870 3,496,824 781,460 1,057,871 1,794,542 1,082,192 700,935 955,814 1,401,416 1,782,517 1,781,614 1,377,518 542,054 ----------- $28,690,218

100% 38% 88% 97% 88% 85% 96% 94% 100% 89% 94% 100% 97% 85% 97% 100% 97% 95% 98% 98% 96% 100%

====

===========

The aggregate average effective rental income per unit for the year-ended December 31, 2006 is $4,125 per year ($344 per month)

SERIES 3 PARTNERSHIP -----------

LOCATION OF PROPERTY -----------

# OF UNIT ----

DATE ACQUIRED --------

PROPERTY COST ----------

OCCUPANCY RATE -----

Poteau II Sallisaw Nowata Properties Waldron Properties Roland II Stilwell Hornellsville Sunchase II CE McKinley II Weston Apartments Countrywood Apts. Wildwood Apts. Hancock Hopkins Elkhart Apts. Heritage Villas Logansport Seniors

Poteau, OK Sallisaw, OK Oolagah, OK Waldron, AR Roland, OK Stilwell, OK Arkport, NY Watertown, SD Rising Sun, MD Weston, AL Centreville, AL Pineville, LA Hawesville, KY Madisonville, KY Elkhart, TX Helena, GA Logansport, LA

52 52 32 24 52 48 24 41 16 10 40 28 12 24 54 25 32 ---- 566

8/90 8/90 8/90 9/90 10/90 10/90 9/90 9/90 9/90 11/90 11/90 11/90 12/90 12/90 1/91 3/91 3/91

1,789,148 1,744,103 1,148,484 860,273 1,804,010 1,597,701 1,170,316 1,480,119 848,662 347,577 1,621,545 1,106,688 440,425 927,256 1,690,509 824,759 1,384,751 ---------- $20,786,326

89% 96% 69% 96% 83% 98% 88% 100% 100% 100% 98% 96% 100% 100% 87% 96% 94%

====

===========

The average effective rental income per unit for the year-ended December 31, 2006 is $3,876 per year ($323 per month).

 

Item 2.  Properties (continued):

SERIES 4

PARTNERSHIP -----------	LOCATION OF PROPERTY -----------	# OF UNIT ----	DATE   ACQUIRED --------	PROPERTY COST   --------	OCCU- PANCY RATE ------
Seneca Apartments Eudora Senior Westville Wellsville Senior Stilwell II Spring Hill Sr. Tarpon Heights Oaks Apartments Wynnwood Common Chestnut Apts. St. George Williston Brackettville Sr. Sonora Seniors Ozona Seniors Fredericksburg Sr. St. Joseph Courtyard Rural Development Jasper Villas Jonesville Manor Norton Green Timpson Seniors Piedmont S.F. Arkansas City	Seneca, MO Eudora, KS Westville, OK Wellsville, KS Stilwell, OK Spring Hill, KS Galliano, LA Oakdale, LA Fairchance, PA Howard, SD St. George, SC Williston, SC Brackettville, TX Sonora, TX Ozona, TX Fredericksburg, TX St. Joseph, IL Huron, SD Ashland, ME Jasper, AR Jonesville, VA Norton, VA Timpson, TX Barnesville, GA Arkansas City, KS	24 36 36 24 52 24 48 32 34 24 24 24 32 32 24 48 24 21 25 25 40 40 28 36 12 ---- 769	2/91 3/91 3/91 3/91 3/91 3/91 4/91 4/91 4/91 5/91 6/91 6/91 6/91 6/91 6/91 6/91 6/91 6/91 6/91 6/91 6/91 6/91 8/91 8/91 8/91	821,129 1,290,143 1,101,686 810,970 1,657,974 1,036,369 2,263,014 1,532,159 1,725,462 1,079,682 939,018 990,026 1,042,263 1,047,032 802,089 1,444,252 976,883 886,309 1,429,003 1,122,986 1,784,429 1,828,850 815,916 1,289,047 412,028 ---------- $30,128,719		100% 92% 97% 88% 92% 100% 94% 97% 100% 33% 96% 100% 97% 97% 92% 98% 100% 100% 100% 96% 98% 100% 86% 97% 92%
		====		==========

The average effective rental income per unit for the year-ended December 31, 2006 is $4,023 per year ($335 per month).

SERIES 5 PARTNERSHIP -----------	LOCATION OF PROPERTY -----------	# OF UNIT ----		DATEE ACQUIREDD --------	PROPERTY COST --------		OCCUPANCY RATE -----
Seymour Effingham S.F. Winfield S.F.Medicine Lodge S.F. Ottawa S.F. Concordia Carrollton Club Scarlett Oaks Brooks Hill Greensboro Greensboro II Pine Terrace Shellman Blackshear Crisp Properties Crawford Yorkshire Woodcrest Fox Ridge Redmont II Clayton Alma Pemberton Village Magic Circle Spring Hill Menard Retirement Wallis Housing Zapata Housing Mill Creek Portland II Georgetown Cloverdale So. Timber Ridge Pineville Ravenwood	Seymour, IN Effingham, IL Winfield, KS Medicine Lodge,KS Ottawa, KS Concordia, KS Carrollton, GA Lexington, SC Ellijay, GA Greensboro, GA Greensboro, GA Wrightsville, GA Shellman, GA Cordele, GA Cordele, GA Crawford, GA Wagoner, OK South Boston, VA Russellville, AL Red Bay, AL Clayton, OK Alma, AR Hiawatha, KS Eureka, KS Spring Hill, KS Menard, TX Wallis, TX Zapata, TX Grove, OK Portland, IN Georgetown, OH Cloverdale, IN Chandler, TX Pineville, MO Americus, GA	37 24 12 16 24 20 78 40 44 24 32 24 27 46 31 25 60 40 24 24 24 24 24 24 36 24 24 40 60 20 24 24 44 12 24 ----- 1,080		8/91 8/91 8/91 8/91 8/91 8/91 9/91 9/91 9/91 9/91 9/91 9/91 9/91 9/91 9/91 9/91 9/91 9/91 9/91 9/91 9/91 9/91 9/91 9/91 9/91 9/91 9/91 9/91 11/91 11/91 11/91 1/92 1/92 5/92 1/94	1,517,702 980,617 402,402 572,924 732,342 695,908 3,217,901 1,691,514 1,760,233 866,259 1,088,664 886,334 901,648 1,602,433 1,128,784 907,712 2,657,927 1,632,414 889,941 840,596 871,530 957,710 776,725 823,643 1,449,378 759,136 578,333 1,243,118 1,741,669 817,378 996,605 1,018,712 1,347,586 433,980 900,996 ----------- $39,690,754			87% 100% 83% 56% 92% 95% 97% 100% 100% 92% 100% 88% 96% 100% 90% 96% 85% 100% 92% 96% 96% 100% 83% 75% 100% 100% 92% 100% 100% 80% 96% 100% 98% 83% 96%
			=====			============

The average effective rental income per unit for the year-ended December 31, 2006 is $4,025 per year ($335 per month).

 

Item 2.  Properties (continued):

SERIES 6

PARTNERSHIP -----------	LOCATION OF PROPERTY -----------	# OF UNIT -----	DATE ACQUIRED --------	PROPERTY COST --------	OCCUPANCY RATE -----
Spruce Shannon Carthage Coal City Blacksburg Terrace Frazer Place Ehrhardt Sinton Frankston Flagler Beach Oak Ridge Monett Arma Southwest City Meadowcrest Parsons Newport Village Goodwater Falls Northfield Station Pleasant Hill Winter Park Cornell Heritage Drive So. Brodhead Mt. Village Hazlehurst Sunrise Stony Creek Logan Place Haines Maple Wood Summerhill Dorchester Lancaster Autumn Village Hardy Dawson	Pierre, SD O'Neill, NE Carthage, MO Coal City, IL Blacksburg, SC Smyrna, DE Ehrhardt, SC Sinton, TX Frankston, TX Flagler Beach, FL Williamsburg, KY Monett, MO Arma, KS Southwest City, MO Luverne, AL Parsons, KS Newport, TN Jenkins, KY Corbin, KY Somerset, KY Mitchell, SD Watertown, SD Jacksonville, TX Brodhead, KY Mt. Vernon, KY Hazlehurst, MS Yankton, SD Hooversville, PA Logan, OH Haines, AK Barbourville, KY Gassville, AR St. George, SC Mountain View, AR Harrison, AR Hardy, AR Dawson, GA	24 16 24 24 32 30 16 32 24 43 24 32 28 12 32 48 40 36 24 24 24 24 40 24 24 32 33 32 40 32 24 28 12 33 16 25 40 ----- 1,048	11/91 11/91 1/92 3/92 4/92 4/92 4/92 4/92 4/92 5/92 5/92 5/92 5/92 5/92 6/92 7/92 7/92 7/92 7/92 7/92 7/92 7/92 1/92 7/92 7/92 8/92 8/92 8/92 9/92 8/92 8/92 9/92 9/92 9/92 7/92 7/92 11/93	1,181,526 704,794 775,095 1,328,623 1,378,516 1,676,842 709,881 1,053,059 676,931 1,718,676 1,045,646 1,034,586 908,494 436,882 1,238,475 1,532,968 1,678,210 1,414,978 1,022,561 961,926 1,331,731 1,167,799 1,235,098 982,688 959,509 1,190,156 1,499,593 1,656,135 1,526,912 3,107,763 1,039,790 1,319,786 561,008 1,387,035 616,082 931,989 1,474,973 ----------- $44,466,716	67% 88% 92% 100% 100% 100% 88% 97% 92% 100% 92% 97% 100% 83% 97% 98% 100% 100% 96% 96% 92% 92% 95% 96% 96% 100% 100% 88% 93% 84% 100% 93% 100% 100% 88% 96% 98%
		=====		===========

The average effective rental income per unit for the year-ended December 31, 2006 is $4,409 per year ($367 per month).

 

Item 2.  Properties (continued):

A summary of the book value of the fixed assets of the properties at December 31, 2006, 2005 and 2004 is as follows:

                 12/31/06

	SERIES 2	SERIES 3	SERIES 4
Land Land Improvements Buildings Furniture and Fixtures Construction in Progress Properties, at Cost Less: Accum.Depreciation Properties, Net	$  1,012,180 176,254 26,493,385 1,008,399 0 ----------- 28,690,218 14,509,817 ----------- $ 14,180,401	$    684,171 60,548 18,752,377 1,289,230 0 ----------- 20,786,326 12,941,903 ----------- $  7,844,423	$  1,022,612 189,887 27,284,781 1,631,439 0 ----------- 30,128,719 14,557,123 ----------- $ 15,571,596
	============	============	============

	SERIES 5	SERIES 6	TOTAL
Land Land Improvements Buildings Furniture and Fixtures Construction in Progress Properties, at Cost Less: Accum.Depreciation Properties, Net	$  1,451,551 160,551 36,218,888 1,859,764 0 ----------- 39,690,754 19,192,129 ----------- $ 20,498,625	$  1,709,391 569,385 39,614,448 2,573,492 0 ----------- 44,466,716 19,596,977 ----------- $ 24,869,739	$  5,879,905 1,156,625 148,363,879 8,362,324 0 ----------- 163,762,733 80,797,949 ----------- $ 82,964,784
	============	============	============

                 12/31/05

	SERIES 2	SERIES 3	SERIES 4
Land Land Improvements Buildings Furniture and Fixtures Construction in Progress Properties, at Cost Less: Accum.Depreciation Properties, Net	$  1,012,180 153,721 26,439,200 975,046 38,604 ----------- 28,618,751 13,623,386 ----------- $ 14,995,365	$    985,546 131,281 25,661,272 1,593,479 0 ----------- 28,371,578 16,335,525 ----------- $ 12,036,053	$  1,188,112 222,427 31,384,891 1,814,832 0 ----------- 34,610,262 15,441,345 ----------- $ 19,168,917
	===========	===========	===========

	SERIES 5	SERIES 6	TOTAL
Land Land Improvements Buildings Furniture and Fixtures Construction in Progress Properties, at Cost Less: Accum.Depreciation Properties, Net	$  1,451,551 159,501 36,202,243 1,814,555 0 ----------- 39,627,850 17,923,547 ----------- $ 21,704,303	$  1,709,391 556,191 39,024,120 2,414,255 0 ----------- 43,703,957 18,360,632 ----------- $ 25,343,325	$  6,346,780 1,223,121 158,711,726 8,612,167 38,604 ----------- 174,932,398 81,684,435 ----------- $ 93,247,963
	===========	===========	============

     12/31/04

	SERIES 2	SERIES 3	SERIES 4
Land Land Improvements Buildings Furniture and Fixtures Construction in Progress Properties, at Cost Less: Accum.Depreciation Properties, Net	$  1,012,180 136,496 26,404,542 936,014 38,604 ----------- 28,527,836 12,747,926 ----------- $ 15,779,910	$    985,546 123,414 25,586,168 1,556,321 0 ----------- 28,251,449 15,378,450 ----------- $ 12,872,999	$  1,188,112 222,427 31,289,900 1,758,655 0 ----------- 34,459,094 14,409,096 ----------- $ 20,049,998
	===========	===========	===========

	SERIES 5	SERIES 6	TOTAL
Land Land Improvements Buildings Furniture and Fixtures Construction in Progress Properties, at Cost Less: Accum.Depreciation Properties, Net	$  1,451,551 159,501 36,164,853 1,771,643 0 ----------- 39,547,548 16,798,175 ----------- $ 22,749,373	$  1,774,305 536,092 40,018,159 2,426,481 0 ----------- 44,755,037 17,672,479 ----------- $ 27,082,558	$  6,411,694 1,177,930 159,463,622 8,449,114 38,604 ----------- 175,540,964 77,006,126 ----------- $ 98,534,838
	===========	===========	============

 

Item 3.  Legal Proceedings

   Gateway is not a party to any material pending legal proceedings.

Item 4.  Submission of Matters to a Vote of Security Holders

   As of March 31, 2007, no matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise.

PART II

Item 5.  Market for the Registrant's Securities and Related Security Holder Matters

(a)  Gateway's Limited Partnership interests (BACs) are not publicly traded.  There is no market for Gateway's Limited Partnership interests and it is unlikely that any will develop.  No transfers of Limited Partnership Interest or BAC Units are permitted without the prior written consent of the Managing General Partner.  There have been several transfers from inception to date with most being from individuals to their trusts or heirs.  The Managing General Partner is not aware of the price at which the units are transferred.  The conditions under which investors may transfer units is found under ARTICLE XII -  "Issuance of BAC'S" on pages A-29 and A-30 of the Limited Partnership Agreement within the Prospectus, which is incorporated herein by reference.

(b)  Approximate Number of Equity Security Holders:

Title of Class                                    Number of Holders
                                                as of March 31, 2007
Beneficial Assignee Certificates                        2,533
General Partner Interest                                    2

Item 6.  Selected Financial Data

FOR THE YEARS ENDED MARCH 31,:

SERIES 2	2007 ----	2006 ----	2005 ----	2004 ----	2003 ----
Total Revenues	$   15,209	$   7,263	$  13,938	$  12,820	$  12,665
Net Loss	(119,127)	(156,399)	(97,520)	(92,200)	(85,230)
Equity in (Losses) of Project Partnerships	0	(32,092)	(10,911)	(8,484)	(17,624)
Total Assets	257,364	316,805	394,306	445,532	523,794
Investments In Project Partnerships	0	0	34,391	47,597	58,381
Per BAC: (A) Tax Credits Portfolio  Income Passive Loss	.02  6.65  (125.58)	.14  4.74  (129.62)	.14  4.18  (142.06)	.14  5.18  (157.55)	2.79  7.31  (146.95)
Net Loss	(19.22)	(25.23)	(15.73)	(14.88)	(13.75)

FOR THE YEARS ENDED MARCH 31,:

SERIES 3	2007 ----	2006 ----	2005 ----	2004 ----	2003 ----
Total Revenues	$  20,439	$  22,861	$  18,781	$  22,801	$  21,167
Net Income (Loss)	305,962	(108,278)	(77,647)	(77,243)	(82,729)
Equity in Income (Losses) of Project Partnerships	490	0	0	(5,137)	(25,505)
Total Assets	598,431	294,987	329,653	344,724	405,777
Investments In Project Partnerships	0	0	0	0	6,633
Per BAC: (A) Tax Credits Portfolio  Income Passive Loss	0  11.09  (118.50)	0  6.85  (137.15)	0  5.78  (147.47)	.17  6.54  (159.39)	1.38  7.92  (137.28)
Net Income (Loss)	46.84	(19.65)	(14.09)	(14.02)	(15.01)

 

Item 6.  Selected Financial Data

FOR THE YEARS ENDED MARCH 31,:

SERIES 4	2007 ----	2006 ----	2005 ----	2004 ----	2003 ----
Total Revenues	$  20,091	$  18,473	$  16,181	$  27,960	$  14,116
Net Loss	(79,276)	(138,304)	(102,967)	(98,159)	(160,313)
Equity in Income (Losses) of Project Partnerships	0	0	0	(8,763)	(77,657)
Total Assets	469,913	396,889	445,208	472,775	536,633
Investments In Project Partnerships	0	0	0	0	12,279
Per BAC: (A) Tax Credits Portfolio  Income Passive Loss	0  9.68  (149.08)	1.22  5.99  (150.52)	.21  5.11  (140.52)	1.22  4.16  (134.34)	2.98  8.48  (147.73)
Net Loss	(20.70)	(19.80)	(14.74)	(14.05)	(22.95)

FOR THE YEARS ENDED MARCH 31,:

SERIES 5	2007 ----	2006 ----	2005 ----	2004 ----	2003 ----
Total Revenues	$  26,812	$  22,819	$  27,663	$  16,981	$  20,909
Net Income(Loss)	(194,685)	(208,790)	15,153	(265,039)	(261,993)
Equity in Losses of Project Partnerships	(5,528)	(22,512)	(21,348)	(133,705)	(159,492)
Total Assets	402,832	508,067	773,331	827,194	1,073,840
Investments In Project Partnerships	125,403	151,630	202,405	229,630	376,275
Per BAC: (A) Tax Credits Portfolio  Income Passive Loss	0  5.89  (118.24)	0  5.79  (112.76)	2.33  5.39  (151.09)	8.66  4.81  (148.50)	54.70  6.71  (136.53)
Net Income(Loss)	(22.37)	(23.99)	(6.71)	(30.45)	(30.10)

FOR THE YEARS ENDED MARCH 31,:

SERIES 6	2007 ----	2006 ----	2005 ----		2004 ----	2003 ---
Total Revenues	$  29,678	$  26,354	$  32,039	$  21,129		$  16,919
Net Loss	(332,668)	(342,258)	(198,709)	(294,767)		(334,594)
Equity in Losses of Project Partnerships	(7,156)	(25,699)	(65,236)	(148,498)		(209,950)
Total Assets	683,149	914,235	1,374,037	1,467,978		1,731,924
Investments In Project Partnerships	208,779	372,285	781,147	858,488		1,024,672
Per BAC: (A) Tax Credits Portfolio  Income Passive Loss	0  9.85  (99.04)	0  7.33  (96.72)	3.81  5.34  (99.58)	15.16  5.41  (109.10)		129.74  7.48  (115.70)
Net Loss	(32.59)	(42.09)	(19.47)	(28.88)		(32.78)

(A) The per BAC tax information is as of December 31, the year end for tax purposes.

The above selected financial data should be read in conjunction with the financial statements and related notes appearing elsewhere in this report.  This statement is not covered by the auditor's opinion included elsewhere in this report.

 

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations

   This item should be read in conjunction with the financial statements and other items contained elsewhere in this report.

   The Managing General Partner monitors developments in the area of legal and regulatory compliance.  For example, the Sarbanes-Oxley Act of 2002 (the "Act") mandates or suggests additional compliance measures with regard to governance, disclosure, audit and other areas and certain provisions of the Act will require implementation by Gateway in subsequent years.  In light of these additional requirements, Gateway has and expects to continue to incur increased expenses related to compliance with the Act.

Results of Operations, Liquidity and Capital Resources

   Operations commenced on September 14, 1990, with the first admission of Assignees in Series 2.  The proceeds from Assignees' capital contributions available for investment were used to acquire interests in Project Partnerships.

   Gateway - All Series - The following discusses the overall results of operations, liquidity and capital resources for Gateway as a whole.  A summary of the activity within each specific Series of Gateway then follows.

   Distribution income arises from any cash distributions received from Project Partnerships which have a zero investment balance for financial reporting purposes.  Distribution income increased 15% in fiscal year 2007 to $112,229, an increase of $14,459 from the fiscal year 2006 distribution income of $97,770, which represented a $10,832 or 10% decrease as compared to distribution income of $108,602 in fiscal year 2005.

   The capital resources of each Series are used to pay General and Administrative operating costs including personnel, supplies, data processing, travel and legal and accounting associated with the administration and monitoring of Gateway and the Project Partnerships.  The capital resources are also used to pay the Asset Management Fee due the Managing General Partner, but only to the extent that Gateway's remaining resources are sufficient to fund Gateway's ongoing needs.  (Payment of any Asset Management Fee unpaid at the time Gateway sells its interests in the Project Partnerships is subordinated to the investors' return of their original capital contribution).

   Total expenses of Gateway were $1,082,466 for the fiscal year ended March 31, 2007, a decrease of $196,394 as compared to the fiscal year 2006 total expenses of $1,278,860, which represented a $578,029 increase in total expenses over the fiscal year 2005 amount of $700,831.  Impairment expense represents a significant component of total expenses in fiscal year 2007 and 2006.  Impairment expense is a non-cash element of expense that arises whenever events or changes in circumstances indicate that the recorded carrying value of a respective Investment in Project Partnership may not be recoverable.  During fiscal year 2007, impairment expense was recorded in the aggregate amount of $103,003.  In fiscal year 2006, the impairment expense recorded was $343,241.  Net of this impairment expense, expenses of Gateway increased $43,844, or 5% in fiscal year 2007 versus fiscal year 2006. The increase in fiscal year 2007 results from increases in the expense of the General Partner in administering the business of Gateway as well as increases in the cost of third-parties who provide services such as audit services to Gateway.  The fiscal year 2006 expense represented a $234,788, or 34% increase over the fiscal year 2005 amount of $700,831.

   The sources of funds to pay the expenses of Gateway are cash and cash equivalents and short-term investments which are comprised of U.S. Treasury Security Strips ("Zero Coupon Treasuries") and U.S. Treasury Notes along with the interest earnings thereon, which were purchased with funds set aside for this purpose, and cash distributed to the Series from the operations of the Project Partnerships.  Due to the rent limitations applicable to the Project Partnerships projects as a result of their qualifying for Low-Income Housing Tax Credits, Gateway does not expect there to be a significant increase in future rental income of the Project Partnerships.  Therefore, cash distributions from the operations of the Project Partnerships are not expected to increase.  Management believes these sources of funds are sufficient to meet current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

   For the year ended March 31, 2007 the Project Partnerships reported losses of $12,194 which represents a $68,109 decrease as compared to the Losses from Project Partnerships for the year ended March 31, 2006 of $80,303.  For the fiscal year ended March 31, 2005, the Project Partnerships reported a loss of $97,495.  Typically, it is customary in the low-income housing tax credit industry to experience losses for financial and tax reporting purposes because of the non-cash expenses of depreciation and amortization.  Since Gateway invests as a limited partner in Project Partnerships, and is therefore not obligated to fund losses or make additional capital contributions, Gateway does not recognize losses from individual Project Partnerships to the extent that these losses would reduce the investment balance below zero.  Therefore, as the Project Partnership investments mature and the Investments in Project Partnership balances decrease over time, the Losses from Project Partnerships recorded by Gateway decrease.

 

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

   In fiscal year 2007, the Gain on Sale of Project Partnerships amounted to $475,364, an increase from the fiscal year 2006 Gain on Sale of Project Partnerships amount of $224,074 which was an increase over the fiscal year 2005 Gain on Sale of Project Partnerships of $157,126.  In addition in fiscal year 2007, $128,050 of Gain on Sale of Project Partnerships was deferred for revenue recognition purposes and is reflected on the Balance Sheet as of March 31, 2007.  This Deferred Gain will be recognized on the statement of operations in fiscal year 2008 when the proceeds are received.  As more fully discussed herein, ten Project Partnership investments were sold or disposed of in fiscal year 2007 as compared to fiscal year 2006 and fiscal year 2005 when one Project Partnership investment was sold in each year.  The amount of the gain or loss on a sale of a Project Partnership and the year in which it is recognized on the statement of operations is dependent upon the specifics related to each sale or disposition transaction.  Refer to the discussion of each Project Partnership sold in the exit strategy section that follows.

   In total, Gateway reported a loss of $419,794 from operations for the year ended March 31, 2007.  Cash and Cash Equivalents decreased by $401,872 but Investments in Securities increased by $444,723.  Of the Cash and Cash Equivalents on hand as of March 31, 2007, $376,063 is payable to certain series' Assignees arising from the sale of Project Partnerships during fiscal year 2007, which are for distribution to those certain Assignees in fiscal 2008.  After consideration of these sales proceeds, cash and cash equivalents and Investments in Securities decreased $333,212 as compared to the prior year-end balances.

The financial performance of each respective Series is summarized as follows:

   Series 2 - Gateway closed this series on September 14, 1990 after receiving $6,136,000 from 375 Assignees.  As of March 31, 2007, the series had invested $4,524,678 in 22 Project Partnerships located in 10 states containing 724 apartment units.  Average occupancy of the Project Partnerships was 93% as of December 31, 2006.

   Equity in Losses of Project Partnerships decreased $32,092 to $0 for the year ended March 31, 2007, the fiscal year 2006 losses represented an increase of $21,181 from the fiscal year 2005 loss amount of $10,911.  As presented in Note 5, Gateway's share of net loss decreased from $679,662 for the year ended March 31, 2005 to $637,400 for the year ended March 31, 2006 and to $527,581 for the year ended March 31,2007.  Suspended Losses were $668,751 for the year ended March 31, 2005, $605,308 for the year ended March 31, 2006 and $527,581 for the year ended March 31, 2007.  If not suspended, these losses would have reduced the investment in Project Partnerships below zero.  In general, it is common in the real estate industry to experience losses for financial and tax reporting purposes because of the non-cash expenses of depreciation and amortization.  (These Project Partnerships reported depreciation and amortization of $869,716, $875,459, and $886,432 for the years ended December 31, 2004, 2005, and 2006 respectively.)  As a result, management expects that this Series, as well as those described below, will report its equity in Project Partnerships as a loss for tax and financial reporting purposes until the year of disposition.  Overall, management believes the Project Partnerships are operating as expected and have generated Tax Credits that met projections.

   At March 31, 2007, the Series had $129,724 of short-term investments (Cash and Cash Equivalents).  In addition, the Series had $127,640 in U. S. Treasury Notes with a maturity value of $127,000 at June 30, 2007.  Management believes the sources of funds are sufficient to meet current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

   As disclosed on the statement of cash flows, the Series had a net loss of $119,127 for the year ending March 31, 2007.  However, after adjusting for the changes in operating assets and liabilities, net cash used in operating activities was $77,279.  Cash used in investing activities totaled $43,526, consisting of $15,209 in cash distributions from the Project Partnerships and $66,276 from matured Zero Coupon Treasuries, offset by $125,011 used to purchase U.S. Treasury Notes in July 2006.

   Series 3 - Gateway closed this series on December 13, 1990 after receiving $5,456,000 from 398 Assignees.  As of March 31, 2007 the series had invested $2,866,874 in 17 Project Partnerships located in 12 states containing 566 apartment units.  Average occupancy of the Project Partnerships was 92% as of December 31, 2006.

   Equity in Income of Project Partnerships was $490 for the year ended March 31, 2007, an increase from $0 for each of fiscal year 2006 and 2005.  As presented in Note 5, Gateway's share of net loss decreased from $727,644 for the year ended March 31, 2005 to $595,587 for the year ended March 31, 2006 and to $334,438 for the year ended March 31, 2007.  Suspended Losses decreased from $727,644 for the year ended March 31, 2005 to $595,587 for the year ended March 31, 2006 and to $333,948 for the year ended March 31, 2007.  If not suspended, these losses would have reduced the investment in Project Partnerships below zero.  (These Project Partnerships reported depreciation and amortization of $973,367, $965,926 and $731,144 for the years ended December 31, 2004, 2005 and 2006, respectively.)  Overall, management believes these Project Partnerships are operating as expected and have generated Tax Credits which met projections.

 

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

   At March 31, 2007, the Series had $426,791 of short-term investments (Cash and Cash Equivalents).  In addition, the Series had $127,640 in U.S. Treasury Notes with a maturity value of $127,000 at June 30, 2007.  Management believes these sources of funds are sufficient to meet the Series' current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

   As disclosed on the statement of cash flows, the Series had net income of $305,962 for the year ended March 31, 2007.  However, after adjusting the changes in operating assets and liabilities, net cash used in operating activities was $77,016.  Cash provided by investing activities totaled $367,344, consisting of $20,439 in cash distributions from the Project Partnerships, $412,964 from the sale of 5 Project (Proceeds totaling $44,000 from the sale of 1 Project Partnership were received after year-end.), and $58,952 from matured Zero Coupon Treasuries, offset by $125,011 used to purchase U.S. Treasury Notes in July 2006.  Cash used in financing activities (distributions to Limited Partners) totaled $99,572.

   Series 4 - Gateway closed this series on May 31, 1991 after receiving $6,915,000 from 465 Assignees.  As of March 31, 2007, the series had invested $4,273,215 in 25 Project Partnerships located in 16 states containing 769 apartment units.  Average occupancy of the Project Partnerships was 94% at December 31, 2006.

   Equity in Losses of Project Partnerships was $0 for the year ended March 31, 2007, no change from each of fiscal year 2006 and 2005.  As presented in Note 5, Gateway's share of net loss decreased from $806,547 for the year ended March 31, 2005 to $684,436 for the year ended March 31, 2006 and to $592,559 for the year ended March 31, 2007.  Suspended Losses decreased from $806,547 for the year ended March 31, 2005 to $684,436 for the year ended March 31, 2006 and to $592,559 for the year ended March 31, 2007.  If not suspended, these losses would have reduced the investment in Project Partnerships below zero.  (These Project Partnerships reported depreciation and amortization of $1,045,249, $1,044,298 and $921,420 for the years ended December 31, 2004, 2005 and 2006, respectively.)  Overall, management believes these Project Partnerships are operating as expected and have generated Tax Credits which met projections.

   At March 31, 2007, the Series had $206,516 of short-term investments (Cash and Cash Equivalents).  In addition, the Series had $178,897 in U.S. Treasury Notes with a maturity value of $178,000 at June 30, 2007.  Management believes these sources of funds are sufficient to meet the Series' current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

   As disclosed on the statement of cash flows, the Series had a loss of $79,276 from operations for the year ended March 31, 2007.  However, after adjusting for the changes in operating assets and liabilities, net cash used in operating activities was $97,692.  Cash used in investing activities totaled $17,996, consisting of $20,091 in cash distributions from the Project Partnerships, $62,440 from the sale of 2 Project Partnerships (Proceeds totaling $84,500 from the sale of 2 Project Partnership were received after year-end.), and $74,685 from matured Zero Coupon Treasuries, offset by $175,212 used to purchase U.S. Treasury Notes in July 2006.

   Series 5 - Gateway closed this series on October 11, 1991 after receiving $8,616,000 from 535 Assignees.  As of March 31, 2007, the series had invested $6,010,273 in 35 Project Partnerships located in 12 states containing 1,080 apartment units.  Average occupancy of the Project Partnerships was 94% as of December 31, 2006.

   Equity in Losses of Project Partnerships decreased $16,984 to $5,528 in fiscal year 2007, as compared to $22,512 in fiscal year 2006.  The fiscal year 2006 amount was a $1,164 increase from the fiscal year 2005 losses of $21,348.  As presented in Note 5, Gateway's share of net loss decreased from $772,904 for the year ended March 31, 2005 to $724,141 for the year ended March 31, 2006 and then increased to $738,149 for the year ended March 31, 2007.  Suspended losses decreased from $746,794 for the year ended March 31, 2005 to $701,629 for the year ended March 31, 2006 and then increased to $732,621 for the year ended March 31, 2007.  If not suspended, these losses would have reduced the investment in Project Partnerships below zero.  (These Project Partnerships reported depreciation and amortization of $1,247,246, $1,203,506 and $1,220,039 for the years ended December 31, 2004, 2005 and 2006, respectively.)  Gateway reviews its investments in Project Partnerships to determine if there has been any permanent impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable.  There were no impairment expenses in fiscal years 2007, 2006, and 2005.  Overall, management believes these Project Partnerships are operating as expected and have generated Tax Credits which met projections.

   At March 31, 2007, the Series had $175,920 of short-term investments (Cash and Cash Equivalents).  In addition, the Series had $101,509 in U.S. Treasury Notes with a maturity value of $101,000 at June 30, 2007.  Management believes these sources of funds are sufficient to meet the Series' current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

   As disclosed on the statement of cash flows, the Series had a net loss of $194,685 for the year ended March 31, 2007.  However, after adjusting for Equity in Losses of Project Partnerships of $5,528 and the changes in operating assets and liabilities, net cash used in

 

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

operating activities was $112,262.  Cash provided by investing activities totaled $25,743 consisting of $32,075 in cash distributions from the Project Partnerships and $93,086 from matured Zero Coupon Treasuries, offset by $99,418 used to purchase U.S. Treasury Notes in July 2006.

   Series 6 - Gateway closed this series on March 11, 1992 after receiving $10,105,000 from 625 Assignees.  As of March 31, 2007, the series had invested $7,250,034 in 37 Project Partnerships located in 19 states containing 1,048 apartment units.  Average occupancy of the Project Partnerships was 95% as of December 31, 2006.

   Equity in Losses of Project Partnerships decreased $18,543 to $7,156 in fiscal year 2007 as compared to losses of $25,699 for fiscal year 2006.  The fiscal year 2006 losses were a $39,537 decrease from a loss amount of $65,236 recorded in fiscal year 2005. As presented in Note 5, Gateway's share of net loss decreased from $673,713 for the year ended March 31, 2005 to $590,957 for the year ended March 31, 2006 and to $569,570 for the year ended March 31, 2007.  Suspended losses decreased from $608,477 for the year ended March 31, 2005 to $565,258 for the year ended March 31, 2006 and to $562,414 for the year ended March 31, 2007.  If not suspended, these losses would have reduced the investment in Project Partnerships below zero. (These Project Partnerships reported depreciation and amortization of $1,367,028, $1,293,203 and $1,303,827 for the years ended December 31, 2004, 2005 and 2006, respectively.) Gateway reviews its investments in Project Partnerships to determine if there has been any permanent impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable.  For the fiscal years ended March 31, 2007 and 2006, impairment expenses of $103,003 and $343,241 were recognized.  There was no impairment expense in fiscal year 2005.  Overall, management believes these Project Partnerships are operating as expected and have generated Tax Credits which met projections.

   At March 31, 2007, the Series had $193,964 of short-term investments (Cash and Cash Equivalents).  In addition, the Series had $280,406 in U.S. Treasury Notes with a maturity value of $279,000 at June 30, 2007.  Management believes these sources of funds are sufficient to meet the Series' current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

   As disclosed on the statement of cash flows, the Series had a net loss of $332,668 for the year ended March 31, 2007.  However, after adjusting for Equity in Losses of Project Partnerships of $7,156 and the changes in operating assets and liabilities, net cash used in operating activities was $116,082.  Cash used in investing activities totaled $153,534  consisting of $38,096 in cash distributions from the Project Partnerships and $83,000 from matured Zero Coupon Treasuries, offset by $274,630 used to purchase U.S. Treasury Notes in July 2006.

Exit Strategy

   The IRS compliance period for low-income housing Tax Credit properties is generally 15 years from occupancy following construction or rehabilitation completion.  Gateway is currently in the process of disposing of its investments in Project Partnerships which have reached the end of their fifteen year Tax Credit compliance period.  Gateway's objective is to sell Gateway's interest in such assets for fair market value and ultimately, to liquidate the Project Partnerships.  Generally, the market for Project Partnerships is limited.  Some of the factors which negatively impact the marketability of these projects include (1) requirements by government agencies or the project's debt holder to continue to maintain the property in the low-income housing program, and (2) the mortgage balance of the property is very near the initial balance as a result of the heavily subsidized debt of the Project Partnerships and lengthy (usually 50 year) amortization periods.

   As of March 31, 2007, Gateway holds a limited partner interest in 136 Project Partnerships which own and operate government assisted multi-family housing complexes.  Project investments by Series are as follows:  22 Project Partnerships for Series 2, 17 Project Partnerships for Series 3, 25 Project Partnerships for Series 4, 35 Project Partnerships for Series 5, and 37 Project Partnerships for Series 6.  Many of the Project Partnerships have reached the end of their Tax Credit compliance period.  As of March 31, 2007, twelve of the Project Partnerships have been sold (6 in Series 3, 4 in Series 4, 1 in Series 5, and 1 in Series 6) and, in accordance with the Gateway partnership agreement, the entire net proceeds received from these sales either have been or will be distributed to the Assignees of the respective Series.  Gateway at one time held investments in 148 Project Partnerships (22 in Series 2, 23 in Series 3, 29 in Series 4, 36 in Series 5, and 38 in Series 6).  The transaction summaries for the Project Partnerships sold during the past three fiscal years are summarized below:

Fiscal Year 2007 Disposition Activity:

Series 3

   In March 2007, Gateway sold its Project Partnership investment in Belmont Senior Apartments.  In accordance with FASB No. 66 ("FASB No. 66") "Accounting for Sales of Real Estate," although the sale of this Project Partnership was consummated on or prior to March 31, 2007, the estimated gain on the sale of this investment of $43,850 is being deferred on the Balance Sheet of Gateway as of March 31, 2007 and not recognized in the Statement of

 

Operations until the period that the proceeds are received.  The entire balance of the net proceeds due from this sale were subsequently received and distributed to the Series 3 Assignees in the amount of $8.04 per beneficial assignee certificate during the first quarter of fiscal year 2008.

   In January 2007, Gateway sold its Project Partnership investment in Southwood Apartments.  Gateway received $42,652 in net proceeds ($7.82 per beneficial assignee certificate) for the sale of this Project Partnership.  The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations.  Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Series 3 Assignees.

   In January 2007, Gateway sold its Project Partnership investment in Plaza Senior Village Apartments.  Gateway received $82,145 in net proceeds ($15.06 per beneficial assignee certificate) for the sale of this Project Partnership.  The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations.  Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Series 3 Assignees.

   In January 2007, Gateway sold its Project Partnership investment in Brubaker Square Apartments.  Gateway received $115,009 in net proceeds ($21.08 per beneficial assignee certificate) for the sale of this Project Partnership.  The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations.  Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Series 3 Assignees.

   In January 2007, Gateway sold its Project Partnership investment in Villa Allegra Apartments.  Gateway received $73,408 in net proceeds ($13.45 per beneficial assignee certificate) for the sale of this Project Partnership.  The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations.  Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Series 3 Assignees.

   In November 2006, Gateway sold its Project Partnership investment in Birchwood Apartments. Gateway received $99,410 in net proceeds ($18.25 per beneficial assignee certificate) for the sale of the Project Partnership.  Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations.  The net proceeds from this sale transaction were distributed to the Series 3 Assignees in December 2006.

Series 4

   In March 2007, Gateway sold its Project Partnership investment in Edmonton Senior Apartments.  In accordance with FASB No. 66, although the sale of this Project Partnership was consummated on or prior to March 31, 2007, the estimated gain on the sale of this investment of $38,350 is being deferred on the Balance Sheet of Gateway as of March 31, 2007 and not recognized in the Statement of Operations until the period that the proceeds are received.  The entire balance of the net proceeds due from this sale were subsequently received and distributed in the amount of $5.55 per beneficial assignee certificate to the Series 4 Assignees during the first quarter of fiscal year 2008.

   In March 2007, Gateway sold its Project Partnership investment in Owingsville Senior Apartments.  In accordance with FASB No. 66, although the sale of this Project Partnership was consummated on or prior to March 31, 2007, the estimated gain on the sale of this investment of $45,850 is being deferred on the Balance Sheet of Gateway as of March 31, 2007 and not recognized in the Statement of Operations until the period that the proceeds are received.  The entire balance of the net proceeds due from this sale were subsequently received and distributed in the amount of $6.63 per beneficial assignee certificate to the Series 4 Assignees during the first quarter of fiscal year 2008.

   In January 2007, Gateway sold its Project Partnership investment in Alsace Village Apartments.  Gateway received $23,370 in net proceeds ($3.38 per beneficial assignee certificate) for the sale of this Project Partnership.  The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations.  Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Series 4 Assignees.

   In January 2007, Gateway sold its Project Partnership investment in Greenbriar Apartments. Gateway received $39,370 in net proceeds ($5.69 per beneficial assignee certificate) for the sale of this Project Partnership.  The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations.  Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Series 4 Assignees.

 

Fiscal Year 2006 Disposition Activity:

Series 6

   In August 2005, Gateway sold its Project Partnership investment in Mountain Crest Apartments.  Gateway received $224,074 in net proceeds ($22.17 per beneficial assignee certificate) for the sale of this Project Partnership.  Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations.  The net proceeds from this sale transaction were distributed to the Series 6 Assignees in November 2005.

Fiscal Year 2005 Disposition Activity:

Series 5

   In December 2004, Gateway sold its Project Partnership investment in Highland View Apartments.  Gateway received $157,126 in net proceeds ($18.24 per beneficial assignee certificate) for the sale of this Project Partnership.  Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations.  The net proceeds from this sale transaction were distributed to the Series 5 Assignees in July 2005.

Project Partnership sold subsequent to March 31, 2007:

Series 2

Rolling Oaks II Apartments

   Subsequent to the March 31, 2007 year-end, Gateway sold its Project Partnership investment in Rolling Oaks II Apartments.  Gateway realized approximately $55,000 in net proceeds or approximately $8.96 per beneficial assignee certificate from this sale transaction which will be distributed to the Series 2 Assignees in the 2^nd quarter of fiscal year 2008.

Gateway has approved the sale to the general partner of the Project Partnership or a third party:

Series 2

Inverness Club                                  Heritage Village Apartments

   These approvals are subject to a number of contingencies, the outcome of which cannot be predicted with certainty.  However, utilizing the sales amounts as approved by Gateway, should all the transactions close without modification, the estimated net proceeds to Gateway from the sales of these Project Partnerships are estimated to be $360,000, or $58.67 per beneficial assignee certificate which would be available for distribution to the Series 2 Assignees subsequent to the closing of these sales transactions which would most likely occur within the next 24-month period.

Series 4

Chestnut Apartments                             Ashland Estates

   These approvals are subject to a number of contingencies, the outcome of which cannot be predicted with certainty.  However, utilizing the sales amounts as approved by Gateway, should all the transactions close without modification, the estimated net proceeds to Gateway from the sales of these Project Partnerships are estimated to be $22,000, or $3.18 per beneficial assignee certificate which would be available for distribution to the Series 4 Assignees subsequent to the closing of these sales transactions which would most likely occur within the next 24-month period.

Series 5

Country Place Apartments II                     Country Place Apartments II
   (Georgetown LP)                                 (Portland II Ltd.)

   These approvals are subject to a number of contingencies, the outcome of which cannot be predicted with certainty.  However, utilizing the sales amounts as approved by Gateway, should all the transactions close without modification, the estimated net proceeds to Gateway from the sales of these Project Partnerships are estimated to be $90,000, or $10.45 per beneficial assignee certificate which would be available for distribution to the Series 5 Assignees subsequent to the closing of these sales transactions which would most likely occur within the next 24-month period.

 

Series 6

Autumn Place Apts.                              Spring Wood Apartments

   These approvals are subject to a number of contingencies, the outcome of which cannot be predicted with certainty.  However, utilizing the sales amounts as approved by Gateway, should all the transactions close without modification, the estimated net proceeds to Gateway from the sales of these Project Partnerships are estimated to be $102,000, or $10.09 per beneficial assignee certificate which would be available for distribution to the Series 6 Assignees subsequent to the closing of these sales transactions which would most likely occur within the next 24-month period.

Gateway has consented to the general partner granting an option for either the general partner or a third-party to purchase the Project Partnership interest:

Series 2

Brookhaven Apartments                           Lakeshore Apartments
Lewiston Country Estates                        Woodland Terrace Apartments
Hidden Creek Apartments

   Should all of these options be exercised, the estimated net sales proceeds to Gateway from the sales transactions are estimated to be $715,000, or $116.53 per beneficial assignee certificate potentially available for distribution to the Series 2 Assignees over the next 24 months.  These options to purchase could expire without being exercised which would result in no sales proceeds and remarketing of the Project Partnerships, the results of which are undeterminable.

Series 3

Countrywood Apartments

   Should this option be exercised, the estimated net sales proceeds to Gateway from the sales transaction are estimated to be $85,000, or $15.58 per beneficial assignee certificate potentially available for distribution to the Series 3 Assignees over the next 24 months.  This option to purchase could expire without being exercised which would result in no sales proceeds and remarketing of the Project Partnership, the results of which are undeterminable.

Series 4

River Bend Apartments                           Norton Green Apartments

   Should all of these options be exercised, the estimated net sales proceeds to Gateway from the sales transactions are estimated to be $180,000, or $26.03 per beneficial assignee certificate potentially available for distribution to the Series 4 Assignees over the next 24 months.  These options to purchase could expire without being exercised which would result in no sales proceeds and remarketing of the Project Partnerships, the results of which are undeterminable.

Series 5

Villa Del Rio                                   Willow Apartments
Woodvale Apartments II

   Should all of these options be exercised, the estimated net sales proceeds to Gateway from the sales transactions are estimated to be $275,000, or $31.92 per beneficial assignee certificate potentially available for distribution to the Series 5 Assignees over the next 24 months.  These options to purchase could expire without being exercised which would result in no sales proceeds and remarketing of the Project Partnerships, the results of which are undeterminable.

Series 6

Country Place Apartments

   Should this option be exercised, the estimated net sales proceeds to Gateway from the sales transaction are estimated to be $90,000, or $8.91 per beneficial assignee certificate potentially available for distribution to the Series 6 Assignees over the next 24 months.  This option to purchase could expire without being exercised which would result in no sales proceeds and remarketing of the Project Partnership, the results of which are undeterminable.

Project Partnerships currently listed for sale on a commercial real estate for sale website or listed for sale by the general partner of the Project Partnership:

Series 3

Logansport Seniors Apartments                   Sunchase II Apartments
Mill Run Apartments

 

Series 4

Oaks Apartments                                 Tarpon Heights Apartments
Sonora Seniors Apartments                       Fredericksburg Seniors Apartments
Ozona Seniors Apartments                        Brackettville Seniors Apartments
Timpson Seniors Apartments                      Village Apartments of St. Joseph II

Series 5

Fox Ridge Apartments       Redmont II Apartments
Village Apartments of Effingham                 Village Apartments of Seymour II


Disclosure of Contractual Obligations

		Payment due by period
Contractual Obligations	Total	Less than 1 year	1-3 years	3-5 years	More than 5 years
Long-Term Debt Obligations
Capital Lease Obligations
Operating Lease Obligations
Purchase Obligations
Other Liabilities Reflected on the Registrant's Balance Sheet under GAAP	$3,800,683 (1)	317,633	3,483,050	0	0

(1)  The Other Liabilities represent the asset management fees and other general and administrative expense reimbursements owed to the General Partners as of March 31,2007.  This payable is unsecured, due on demand and, in accordance with the limited partnership agreement, non-interest bearing.  As referred to in Note 4, the Managing General Partner does not intend to demand payment of the portion of this balance reflected as due later than one year within the next twelve months.

Item 7A.  Quantitative and Qualitative Disclosures about Market Risk.

   As a small business issuer, no information is required.

Item 8.  Financial Statements and Supplementary Data

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of Gateway Tax Credit Fund II Ltd.


   We have audited the accompanying balance sheets of Gateway Tax Credit Fund II, Ltd. (a Florida Limited Partnership) as of March 31, 2007 and 2006 and the related statements of operations, partners' equity (deficit), and cash flows for each of the years in the two year period ended March 31, 2007.  These financial statements are the responsibility of Gateway's management.  Our responsibility is to express an opinion on these financial statements based on our audits.  The financial statements of Gateway Tax Credit Fund II, Ltd. for the period ended March 31, 2005, were audited by other auditors whose report dated September 8, 2005, expressed an unqualified opinion on those statements.

   We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  Gateway is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Gateway's internal control over financial reporting.  Accordingly we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits and the reports of other auditors provide a reasonable basis for our opinion.

   In our opinion, based on our audits and the reports of auditors, the financial statements referred to above present fairly, in all material respects, the financial position of Gateway Tax Credit Fund II, Ltd. at March 31, 2007 and 2006, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

   Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole.  The schedules listed under Item 15(a)(2) in the index are presented for purposes of complying with the Securities and Exchange Commission's rules and are not part of the basic financial statements.  These schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, based on our audits and the reports of other auditors, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.


                                         /s/ Reznick Group, P.C.
                                         REZNICK GROUP, P.C.


Atlanta, Georgia
July 16, 2007

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of Gateway Tax Credit Fund II Ltd

   We have audited the accompanying statements of operations, partners' equity (deficit), and cash flows of each of the five Series (Series 2 through 6) constituting Gateway Tax Credit Fund II Ltd. (a Florida Limited Partnership) for the year ended March 31, 2005.  These financial statements are the responsibility of the Partnership's management.  Our responsibility is to express an opinion on these financial statements based on our audit.  We did not audit the financial statements of certain Project Partnerships in Series 6 for which net losses of $5,938 are included in the accompanying financial statements for the year ended March 31, 2005.  Those statements were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for such underlying partnerships, is based solely on the reports of the other auditors.

   We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statements of operations, partners' equity (deficit), and cash flows are free of material misstatement.  The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting.  Accordingly we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the statements of operations, partners' equity (deficit), and cash flows, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statements of operations, partners' equity (deficit), and cash flows.  We believe that our audit and the reports of other auditors provide a reasonable basis for our opinion.

   In our opinion, based on our audit and the reports of other auditors, the statements of operations, partners' equity (deficit), and cash flows present fairly, in all material respects, the results of operations and cash flows of each of the five Series (Series 2 through 6) constituting Gateway Tax Credit Fund II Ltd. for the year ended March 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

SPENCE, MARSTON, BUNCH, MORRIS & CO.
Certified Public Accountants

Clearwater, FloridaSeptember 8, 2005

 

PART I - Financial Information
  Item 1.  Financial Statements

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEET
MARCH 31, 2007 AND 2006

SERIES 2	2007 ----	2006 ----
ASSETS Current Assets:  Cash and Cash Equivalents  Investments in Securities      Total Assets LIABILITIES AND PARTNERS' EQUITY (Deficit) Current Liabilities:  Payable to General Partners  Other Payable   Total Current Liabilities Long-Term Liabilities:  Payable to General Partners Partners' Equity (Deficit): Assignor Limited Partner  Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 2 had 6,136 at March 31, 2007 and 2006 issued to the assignees Assignees  Units of beneficial interest of the limited partnership interest of the assignor limited partner, $1,000 stated value per BAC, Series 2 had 6,136 at March 31, 2007 and 2006, issued and outstanding General Partners   Total Partners' Equity (Deficit)     Total Liabilities and Partners' Equity (Deficit)	$ 129,724  127,640  ---------- $ 257,364  ========== $  48,705  0  ---------- 48,705  ---------- 666,568  ---------- (399,531) (58,378) ---------- (457,909) ---------- $ 257,364  ==========	$ 250,529  66,276  ---------- $ 316,805  ========== $  48,304  8,030  ---------- 56,334  ---------- 599,253  ---------- (281,595) (57,187) ---------- (338,782) ---------- $ 316,805  ==========

See accompanying notes to financial statements.

 

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEET
MARCH 31, 2007 AND 2006

SERIES 3	2007 ----	2006 ----
ASSETS Current Assets:  Cash and Cash Equivalents  Investments in Securities  Receivable - Other       Total Assets LIABILITIES AND PARTNERS' EQUITY (Deficit) Current Liabilities:  Payable to General Partners  Distribution Payable  Deferred Gain on Sale of Project Partnerships  Other Payable   Total Current Liabilities Long-Term Liabilities:  Payable to General Partners Partners' Equity (Deficit): Assignor Limited Partner  Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 3 had 5,456 at March 31, 2007 and 2006 issued to the assignees Assignees  Units of beneficial interest of the limited partnership interest of the assignor limited partner, $1,000 stated value per BAC, Series 3 had 5,456 at March 31, 2007 and 2006, issued and outstanding General Partners   Total Partners' Equity (Deficit)     Total Liabilities and Partners' Equity (Deficit)	$ 426,791  127,640  44,000  ---------- $ 598,431  ========== $  55,354  313,273  43,850  0  ---------- 412,477  ---------- 551,211  ---------- (365,257) (0) ---------- (365,257) ---------- $ 598,431  ==========	$ 236,035  58,952  0  ---------- $ 294,987  ========== $  52,905  0  7,300  ---------- 60,205  ---------- 493,156  ---------- (207,975) (50,399) ---------- (258,374) ---------- $ 294,987  ==========

See accompanying notes to financial statements.

 

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEET
MARCH 31, 2007 AND 2006

SERIES 4	2007 ----	2006 ----
ASSETS Current Assets:  Cash and Cash Equivalents  Investments in Securities  Receivable - Other       Total Assets LIABILITIES AND PARTNERS' EQUITY (Deficit) Current Liabilities:  Payable to General Partners  Distribution Payable  Deferred Gain on Sale of Project Partnerships  Other Payable   Total Current Liabilities Long-Term Liabilities:  Payable to General Partners Partners' Equity (deficit): Assignor Limited Partner  Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 4 had 6,915 at March 31, 2007 and 2006 issued to the assignees Assignees  Units of beneficial interest of the limited partnership interest of the assignor limited partner, $1,000 stated value per BAC, Series 4 had 6,915 at March 31, 2007 and 2006, issued and outstanding General Partners   Total Partners' Equity (Deficit)     Total Liabilities and Partners' Equity (Deficit)	$  206,516  178,897  84,500  ----------- $  469,913  =========== $   60,680  62,744  84,200  0  ----------- 207,624  ----------- 722,109  ----------- (459,820) 0  ---------- (459,820) ---------- $  469,913  ===========	$  322,204  74,685  0  ----------- $  396,889  =========== $   59,221  0  0  8,030  ----------- 67,251  ----------- 647,438  ----------- (253,967) (63,833) ---------- (317,800) ---------- $  396,889  ===========

See accompanying notes to financial statements.

 

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEET
MARCH 31, 2007 AND 2006

SERIES 5	2007 ----	2006 ----
ASSETS Current Assets:  Cash and Cash Equivalents  Investments in Securities  Receivable - Other   Total Current Assets  Investments in Project Partnerships, Net     Total Assets LIABILITIES AND PARTNERS' EQUITY (Deficit) Current Liabilities:  Payable to General Partners  Other Payable   Total Current Liabilities Long-Term Liabilities:  Payable to General Partners Partners' Equity (Deficit): Assignor Limited Partner  Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 5 had 8,616 at March 31, 2007 and 2006 issued to the assignees Assignees  Units of beneficial interest of the limited partnership interest of the assignor limited partner, $1,000 stated value per BAC, Series 5 had 8,616 at March 31, 2007 and 2006, issued and outstanding General Partners   Total Partners' Equity (Deficit)     Total Liabilities and Partners' Equity (Deficit)	$  175,920  101,509  0  ----------- 277,429  125,403  ----------- $  402,832  =========== $   78,583  0  ----------- 78,583  ----------- 603,864  ----------- (275,580) (4,035) ----------- (279,615) ----------- $  402,832  ===========	$  262,439  93,086  912  ----------- 356,437  151,630  ----------- $  508,067  =========== $   77,770  3,650  ----------- 81,420  ----------- 511,577  ----------- (82,842) (2,088) ----------- (84,930) ----------- $  508,067  ===========

See accompanying notes to financial statements.

 

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEET
MARCH 31, 2007 AND 2006

SERIES 6	2007 ----	2006 ----
ASSETS Current Assets:  Cash and Cash Equivalents  Investments in Securities   Total Current Assets  Investments in Project Partnerships, Net     Total Assets LIABILITIES AND PARTNERS' EQUITY (Deficit) Current Liabilities:  Payable to General Partners  Distribution Payable   Total Current Liabilities Long-Term Liabilities:  Payable to General Partners Partners' Equity (Deficit): Assignor Limited Partner  Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 6 had 10,105 at March 31, 2007 and 2006 issued to the assignees Assignees  Units of beneficial interest of the limited partnership interest of the assignor limited partner, $1,000 stated value per BAC, Series 6 had 10,105 at March 31, 2007 and 2006, issued and outstanding General Partners   Total Partners' Equity (Deficit)     Total Liabilities and Partners' Equity (Deficit)	$  193,964  280,406  ----------- 474,370  208,779  ----------- $  683,149  =========== $   74,311  46  ----------- 74,357  ----------- 939,298  ----------- (327,179) (3,327) ----------- (330,506) ----------- $  683,149  ===========	$  463,580  78,370  ----------- 541,950  372,285  ----------- $  914,235  =========== $   73,971  46  ----------- 74,017  ----------- 838,056  ----------- 2,162  0  ----------- 2,162  ----------- $  914,235  ===========

See accompanying notes to financial statements.

 

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEET
MARCH 31, 2007 AND 2006

TOTAL SERIES 2 - 6	2007 ----	2006 ----
ASSETS Current Assets:  Cash and Cash Equivalents  Investments in Securities  Receivable - Other     Total Current Assets  Investments in Project Partnerships, Net     Total Assets LIABILITIES AND PARTNERS' EQUITY (Deficit) Current Liabilities:  Payable to General Partners  Distribution Payable  Deferred Gain on Sale of Project Partnerships  Other Payable   Total Current Liabilities Long-Term Liabilities:  Payable to General Partners Partners' Equity (Deficit): Assignor Limited Partner  Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 2-6 had 37,228 at March 31, 2007 and 2006 issued to the assignees Assignees  Units of beneficial interest of the limited partnership interest of the assignor limited partner, $1,000 stated value per BAC, Series 2-6 had 37,228 at March 31, 2007 and 2006, issued and outstanding General Partners   Total Partners' Equity (Deficit)     Total Liabilities and Partners' Equity (Deficit)	$1,132,915  816,092  128,500  ----------- 2,077,507  334,182  ----------- $2,411,689  =========== $  317,633  376,063  128,050  0  ----------- 821,746  ----------- 3,483,050  ----------- (1,827,367) (65,740) ----------- (1,893,107) ----------- $2,411,689  ===========	$1,534,787  371,369  912  ----------- 1,907,068  523,915  ----------- $2,430,983  =========== $  312,171  46  0  27,010  ----------- 339,227  ----------- 3,089,480  ----------- (824,217) (173,507) ----------- (997,724) ----------- $2,430,983  ===========

See accompanying notes to financial statements.

 

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,

SERIES 2	2007 ----	2006 ----	2005 ----
Revenues:  Distribution Income   Total Revenues Expenses:  Asset Management Fee-General Partner  General and Administrative:   General Partner   Other  Amortization   Total Expenses Loss Before Equity in Losses of Project   Partnerships and Other Income Equity in Losses of Project Partnerships Interest Income Net Loss Allocation of Net Loss:  Assignees  General Partners Net Loss Per Beneficial Assignee Certificate Number of Beneficial Assignee Certificates Outstanding	$    15,209  ----------- 15,209  ----------- 67,315  61,537  19,652  0  ----------- 148,504  ----------- (133,295) 0  14,168  ----------- $ (119,127) =========== $ (117,936) (1,191) ----------- $ (119,127) =========== $   (19.22) =========== 6,136  ===========	$    7,263  ----------- 7,263  ----------- 67,609  47,681  28,551  699  ----------- 144,540  ----------- (137,277) (32,092) 12,970  ----------- $ (156,399) =========== $ (154,835) (1,564) ----------- $ (156,399) =========== $   (25.23) =========== 6,136  ===========	$   13,938  ----------- 13,938  ----------- 67,609  32,074  11,930  697  ----------- 112,310  ----------- (98,372) (10,911) 11,763  ----------- $  (97,520) =========== $  (96,545) (975) ----------- $  (97,520) =========== $   (15.73) =========== 6,136  ===========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,

Series 3	2007 ----	2006 ----	2005 ----
Revenues:  Distribution Income   Total Revenues Expenses:  Asset Management Fee-General Partner  General and Administrative:   General Partner   Other   Total Expenses Loss Before Equity in Income of Project   Partnerships and Other Income Equity in Income of Project Partnerships Gain on Sale of Project Partnerships Interest Income Net Income (Loss) Allocation of Net Income (Loss):  Assignees  General Partners Net Income (Loss) Per Beneficial Assignee Certificate Number of Beneficial Assignee Certificates Outstanding	$  20,439  ---------- 20,439  ---------- 58,055  63,702  21,099  ---------- 142,856  ---------- (122,417) 490  412,624  15,265  ---------- $ 305,962  ========== $ 255,563  50,399  ---------- $ 305,962  ========== $   46.84  ========== 5,456  ==========	$  22,861  ---------- 22,861  ---------- 62,716  49,848  30,605  --------- 143,169  ---------- (120,308) 0  0  12,030  ---------- $(108,278) ========== $(107,195) (1,083) ---------- $(108,278) ========== $  (19.65) ========== 5,456  ==========	$  18,781  ---------- 18,781  ---------- 62,717  33,531  10,716  ---------- 106,964  ---------- (88,183) 0  0  10,536  ---------- $ (77,647) ========== $ (76,871) (776) ---------- $ (77,647) ========== $  (14.09) ========== 5,456  ==========

See accompanying notes to financial statements.

 

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,

SERIES 4	2007 ----	2006 ----	2005 ----
Revenues:  Distribution Income   Total Revenues Expenses:  Asset Management Fee - General Partner  General and Administrative:   General Partner   Other   Total Expenses Loss Before Equity in Income of Project   Partnerships and Other Income Equity in Income of Project Partnerships Gain on Sale of Project Partnerships Interest Income Net Income (Loss) Allocation of Net Income (Loss):  Assignees  General Partners Net Income (Loss) Per Beneficial Assignee Certificate Number of Beneficial Assignee Certificates Outstanding	$  20,091  --------- 20,091  --------- 74,671  81,118  23,570  --------- 179,359  --------- (159,268) 0  62,740  17,252  --------- $ (79,276) ========== $(143,109) 63,833  --------- $ (79,276) ========== $  (20.70) ========== 6,915  ==========	$  18,473  --------- 18,473  --------- 77,205  62,853  33,151  --------- 173,209  --------- (154,736) 0  0  16,432  --------- $(138,304) ========== $(136,921) (1,383) --------- $(138,304) ========== $  (19.80) ========== 6,915  ==========	$  16,181  --------- 16,181  --------- 77,205  42,279  13,260  --------- 132,744  --------- (116,563) 0  0  13,596  --------- $(102,967) ========== $(101,937) (1,030) --------- $(102,967) ========== $  (14.74) ========== 6,915  ==========

See accompanying notes to financial statements.

 

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,

SERIES 5	2007 ----	2006 ----	2005 ----
Revenues:  Distribution Income   Total Revenues Expenses:  Asset Management Fee - General Partner  General and Administrative:   General Partner   Other  Amortization   Total Expenses Loss Before Equity in Losses of Project   Partnerships and Other Income Equity in Income (Losses) of Project Partnerships Gain on Sale of Project Partnerships Interest Income Net Income (Loss) Allocation of Net Income (Loss):  Assignees  General Partners Net Loss Per Beneficial Assignee Certificate Number of Beneficial Assignee Certificates Outstanding	$ 26,812  ---------- 26,812  ---------- 92,287  97,901  24,984  15,436  ---------- 230,608  ---------- (203,796) (5,528) 0  14,639  ---------- $(194,685) ========== (192,738) (1,947) ---------- $(194,685) ========== $  (22.37) ========== 8,616  ==========	$ 22,819  ---------- 22,819  ---------- 92,722  77,443  30,180  25,784  ---------- 226,129  ---------- (203,310) (22,512) 0  17,032  ---------- $(208,790) ========== (206,702) (2,088) ---------- $(208,790) ========== $  (23.99) ========== 8,616  ==========	$ 27,663  ---------- 27,663  ---------- 92,722  52,484  17,788  2,005  ---------- 164,999  ---------- (137,336) (21,348) 157,126  16,711  ---------- $  15,153  ========== (57,812) 72,965  ---------- $  15,153  ========== $   (6.71) ========== 8,616  ==========

See accompanying notes to financial statements.

 

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,

SERIES 6	2007 ----	2006 ----	2005 ----
Revenues:  Distribution Income   Total Revenues Expenses:  Asset Management Fee - General Partner  General and Administrative:   General Partner   Other  Amortization  Impairment of Investment in Project     Partnerships   Total Expenses Loss Before Equity in Income (Losses) of Project Partnerships and Other Income Equity in Income (Losses) of Project Partnerships Gain on Sale of Project Partnerships Interest Income Net Loss Allocation of Net Loss:  Assignees  General Partners Net Loss Per Beneficial Assignee Certificate Number of Beneficial Assignee Certificates Outstanding	$  29,678  ---------- 29,678  ---------- 101,242  103,495  28,470  44,929  103,003  ---------- 381,139  ---------- (351,461) (7,156) 0  25,949  ---------- $(332,668) ========== $(329,341) (3,327) ---------- $(332,668) ========== $  (32.59) ========== 10,105  ==========	$  26,354  ---------- 26,354  ---------- 101,592  81,777  26,202  39,001    343,241  ---------- 591,813  ---------- (565,459) (25,699) 224,074  24,826  ---------- $(342,258) ========== $(425,299) 83,041  ---------- $(342,258) ========== $  (42.09) ========== 10,105  ==========	$  32,039  ---------- 32,039  ---------- 104,509  55,400  17,799  6,106    0  ---------- 183,814  ---------- (151,775) (65,236) 0  18,302  ---------- $(198,709) ========== $(196,722) (1,987) ---------- $(198,709) ========== $  (19.47) ========== 10,105  ==========

See accompanying notes to financial statements.

 

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,

TOTAL SERIES 2 - 6	2007 ----	2006 ----	2005 ----
Revenues:  Distribution Income   Total Revenues Expenses:  Asset Management Fee-General Partner  General and Administrative:   General Partner   Other  Amortization  Impairment of Investment in Project     Partnerships   Total Expenses Loss Before Equity in Income (Losses) of Project Partnerships and Other Income Equity in Income (Losses) of Project Partnerships Gain on Sale of Project Partnerships Interest Income Net Loss Allocation of Net Loss:  Assignees  General Partners	$   112,229  ----------- 112,229  ----------- 393,570  407,753  117,775  60,365  103,003  ----------- 1,082,466  ----------- (970,237) (12,194) 475,364  87,273  ----------- $  (419,794) ============ $  (527,561) 107,767  ------------ $  (419,794) ============	$   97,770  ----------- 97,770  ----------- 401,844  319,602  148,689  65,484  343,241  ----------- 1,278,860  ----------- (1,181,090) (80,303) 224,074  83,290  ----------- $  (954,029) ============ $(1,030,952) 76,923  ------------ $  (954,029) ============	$  108,602  ----------- 108,602  ----------- 404,762  215,768  71,493  8,808  0  ----------- 700,831  ----------- (592,229) (97,495) 157,126  70,908  ----------- $  (461,690) ============ $  (529,887) 68,197  ------------ $  (461,690) ============

See accompanying notes to financial statements.

 

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)

STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005

SERIES 2	Assignees ---------	General Partners --------	Total -----
Balance at March 31, 2004 Net Loss Balance at March 31, 2005 Net Loss Balance at March 31, 2006 Net Loss Balance at March 31, 2007	$  (30,215) (96,545) ----------- (126,760) (154,835) ----------- (281,595) (117,936) ----------- $ (399,531) ===========	$  (54,648) (975) ----------- (55,623) (1,564) ----------- (57,187) (1,191) ----------- $  (58,378) ===========	$  (84,863) (97,520) ----------- (182,383) (156,399) ----------- (338,782) (119,127) ----------- $ (457,909) ===========

STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005

SERIES 3	Assignees ---------	General Partners --------	Total -----
Balance at March 31, 2004 Net Loss Balance at March 31, 2005 Net Loss Balance at March 31, 2006 Net Income Distributions Balance at March 31, 2007	$  (23,909) (76,871) ----------- (100,780) (107,195) ----------- (207,975) 255,563  (412,845) ----------- $ (365,257) ===========	$  (48,540) (776) ----------- (49,316) (1,083) ----------- (50,399) 50,399  0  ----------- $        0  ===========	$  (72,449) (77,647) ----------- (150,096) (108,278) ----------- (258,374) 305,962  (412,845) ----------- $ (365,257) ===========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)

STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005

SERIES 4	Assignees ---------	General Partners --------	Total -----
Balance at March 31, 2004 Net Loss Balance at March 31, 2005 Net Loss Balance at March 31, 2006 Net Income (Loss) Distributions Balance at March 31, 2007	$  (15,109) (101,937) ----------- (117,046) (136,921) ----------- (253,967) (143,109) (62,744) ----------- $ (459,820) ===========	$ (61,420) (1,030) ---------- (62,450) (1,383) ---------- (63,833) 63,833  0  ----------- $        0  ===========	$  (76,529) (102,967) ----------- (179,496) (138,304) ----------- (317,800) (79,276) (62,744) ----------- $ (459,820) ===========

STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005

SERIES 5	Assignees ---------	General Partners --------	Total -----
Balance at March 31, 2004 Net Income (Loss) Distributions Balance at March 31, 2005 Net Loss Balance at March 31, 2006 Net Loss Balance at March 31, 2007	$  338,798  (57,812) (157,126) ----------- 123,860  (206,702) ----------- (82,842) (192,738) ----------- $ (275,580) ===========	$ (72,965) 72,965  0  ---------- 0  (2,088) ---------- (2,088) (1,947) ---------- $  (4,035) ==========	$  265,833  15,153  (157,126) ----------- 123,860  (208,790) ----------- (84,930) (194,685) ----------- $ (279,615) ===========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)

STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005

SERIES 6	Assignees ---------	General Partners --------	Total -----
Balance at March 31, 2004 Net Loss Balance at March 31, 2005 Net Income (Loss) Distributions Balance at March 31, 2006 Net Loss Balance at March 31, 2007	$   848,257  (196,722) ------------ 651,535  (425,299) (224,074) ------------ 2,162  (329,341) ------------ $  (327,179) ============	$ (81,054) (1,987) ---------- (83,041) 83,041  0  ---------- 0  (3,327) ---------- $  (3,327) ==========	$  767,203  (198,709) ----------- 568,494  (342,258) (224,074) ----------- 2,162  (332,668) ----------- $ (330,506) ===========

STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005

TOTAL SERIES 2 - 6	Assignees ---------	General Partners --------	Total -----
Balance at March 31, 2004 Net Income (Loss) Distributions Balance at March 31, 2005 Net Income (Loss) Distributions Balance at March 31, 2006 Net Income (Loss) Distributions Balance at March 31, 2007	$ 1,117,822  (529,887) (157,126) ------------ 430,809  (1,030,952) (224,074) ------------ (824,217) (527,561) (475,589) ------------ $(1,827,367) ============	$(318,627) 68,197  0  ---------- (250,430) 76,923  0  ---------- (173,507) 107,767  0  ---------- $ (65,740) ==========	$  799,195  (461,690) (157,126) ----------- 180,379  (954,029) (224,074) ----------- (997,724) (419,794) (475,589) ----------- $(1,893,107) ===========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005

SERIES 2 --------	2007 ----	2006 ----	2005 ----
Cash Flows from Operating Activities:   Net Loss   Adjustments to Reconcile Net Loss to      Net Cash Used in Operating Activities:     Amortization     Accreted Interest Income on           Investments in Securities     Accreted Discount on Investments in       Securities     Equity in Losses of Project           Partnerships     Distributions Included in Other           Income     Changes in Operating Assets and          Liabilities:       Increase in Interest Receivable       Increase in Payable to General               Partners       (Decrease) Increase in Other               Payable         Net Cash Used in Operating         Activities Cash Flows from Investing Activities:   Distributions Received from Project      Partnerships   Redemption of Investment in Securities   Investment in Securities         Net Cash (Used in) Provided by         Investing Activities (Decrease) Increase in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Year Cash and Cash Equivalents at End of Year	$(119,127) 0  0  (509) 0  (15,209) (2,120) 67,716  (8,030) ---------- (77,279) ---------- 15,209  66,276  (125,011) ---------- (43,526) ---------- (120,805) 250,529  ---------- $ 129,724  ==========	$(156,399) 699  (4,927) 0  32,092  (7,263) 0  70,868  8,030  ---------- (56,900) ---------- 8,863  63,562  0  ---------- 72,425  ---------- 15,525  235,004  ---------- $ 250,529  ==========	$(97,520) 697  (9,361) 0  10,911  (13,438) 0  46,294  0  ---------- (62,417) ---------- 15,038  61,299  0  ---------- 76,337  ---------- 13,920  221,084  ---------- $ 235,004  ==========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005

SERIES 3 -------	2007 ----	2006 ----	2005 ----
Cash Flows from Operating Activities:   Net Income (Loss)   Adjustments to Reconcile Net Income      (Loss) to Net Cash Used in Operating      Activities:     Accreted Interest Income on            Investments in Securities     Accreted Discount on Investments in      Securities     Equity in Income of Project             Partnerships     Gain on Sale of Project Partnerships     Distributions Included In Other           Income     Changes in Operating Assets and          Liabilities:       Increase in Interest Receivable       Increase in Payable to General               Partners       (Decrease) Increase in Other        Payable         Net Cash Used in Operating         Activities Cash Flows from Investing Activities:   Distributions Received from Project      Partnerships   Net Proceeds from Sale of Project      Partnerships   Redemption of Investment in Securities   Investment in Securities         Net Cash Provided by Investing         Activities Cash Flows from Financing Activities:   Distributions Paid to Limited Partners         Net Cash Used in Financing         Activities Increase in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Year Cash and Cash Equivalents at End of Year Supplemental non-cash activities: Increase in Distribution Payable Distribution to Limited Partners Increase in Receivable - Other Proceeds from Sale of Project Partnership	$ 305,962 0  (509) (490) (412,624) (20,439) (2,120) 60,504  (7,300) ---------- (77,016) ---------- 20,439  412,964  58,952  (125,011) ---------- 367,344  ---------- (99,572) ---------- (99,572) ---------- 190,756  236,035  ---------- $ 426,791  ========== $ 313,273  (313,273) (44,000) 44,000  ---------- $       0  ==========	$(108,278) (4,382) 0  0  0  (22,861) 0  66,312  7,300  ---------- (61,909) ---------- 22,861  0  56,536  0  ---------- 79,397  ---------- 0  ---------- 0  ---------- 17,488  218,547  ---------- $ 236,035  ========== $       0  0  0  0  ---------- $       0  ==========	$ (77,647) (8,327) 0  0  0  (18,781) 0  62,576  0  ---------- (42,179) ---------- 18,781  0  54,526  0  ---------- 73,307  ---------- 0  ---------- 0  ---------- 31,128  187,419  ---------- $ 218,547  ========== $       0  0  0  0  ---------- $       0  ==========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005

SERIES 4 --------	2007 ----	2006 ----	2005 ----
Cash Flows from Operating Activities:   Net Income (Loss)   Adjustments to Reconcile Net Income      (Loss) to Net Cash Used in Operating      Activities:     Accreted Interest Income on      Investments in Securities     Accreted Discount on Investments in      Securities     Equity in Income of Project           Partnerships     Gain on Sale of Project Partnerships     Distributions Included In Other           Income     Changes in Operating Assets and          Liabilities:       Increase in Interest Receivable       Increase in Payable to General               Partners       (Decrease) Increase in Other               Payable         Net Cash Used in Operating         Activities Cash Flows from Investing Activities:   Distributions Received from Project      Partnerships   Net Proceeds from Sale of Project      Partnerships   Redemption of Investment in Securities   Investment in Securities         Net Cash (Used in) Provided by         Investing Activities (Decrease) Increase in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Year Cash and Cash Equivalents at End of Year Supplemental non-cash activities: Increase in Distribution Payable Distribution to Limited Partners Increase in Receivable - Other Proceeds from Sale of Project Partnership	$ (79,276) 0  (713) 0  (62,740) (20,091) (2,972) 76,130  (8,030) ---------- (97,692) ---------- 20,091  62,440  74,685  (175,212) ---------- (17,996) ---------- (115,688) 322,204  ---------- $ 206,516  ========== $  62,744  (62,744) (84,500) 84,500  ---------- $       0  ==========	$(138,304) (5,552) 0  0  0  (18,473) 0  81,955  8,030  ---------- (72,344) ---------- 18,473  0  71,628  0  ---------- 90,101  ---------- 17,757  304,447  ---------- $ 322,204  ========== $       0  0  0  0  ---------- $       0  ==========	$(102,967) (10,549) 0  0  0  (16,173) 0  75,400  0  ---------- (54,289) ---------- 16,173  0  69,078  0  ---------- 85,251  ---------- 30,962  273,485  ---------- $ 304,447  ========== $       0  0  0  0  ---------- $       0  ==========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005

SERIES 5 --------	2007 ----	2006 ----	2005 ----
Cash Flows from Operating Activities:   Net Loss   Adjustments to Reconcile Net Loss to      Net Cash Used in Operating Activities:     Amortization     Accreted Interest Income on            Investments in Securities     Accreted Discount on Investments in      Securities     Equity in Losses of Project            Partnerships     Gain on Sale of Project Partnerships     Distributions Included in Other           Income     Changes in Operating Assets and          Liabilities:      Increase in Interest Receivable      Decrease (Increase) in Receivable - Other      Increase in Payable to General Partners      (Decrease) Increase in Other Payable         Net Cash Used in Operating         Activities Cash Flows from Investing Activities:   Distributions Received from Project      Partnerships   Proceeds from Sale of Project      Partnerships   Redemption of Investment in Securities   Investment in Securities         Net Cash Provided by Investing         Activities (Decrease) Increase in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Year Cash and Cash Equivalents at End of Year	$(194,685) 15,436  0  (405) 5,528  0  (26,812) (1,686) 912  93,100  (3,650) ---------- (112,262) ---------- 32,075  0  93,086  (99,418) ---------- 25,743  ---------- (86,519) 262,439  ---------- $ 175,920  ==========	$(208,790) 25,784  (6,919) 0  22,512  0  (22,819) 0  (912) 97,702  2,950  ---------- (90,492) ---------- 25,298  0  89,273  0  ---------- 114,571  ---------- 24,079  238,360  ---------- $ 262,439  ==========	$  15,153  2,005  (13,147) 0  21,348  (157,126) (27,063) 0  0  (69,716) 700  ---------- (227,846) ---------- 30,934  0  86,098  0  ---------- 117,032  ---------- (110,814) 349,174  ---------- $ 238,360  ==========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005

SERIES 6 -------	2007 ----	2006 ----	2005 ----
Cash Flows from Operating Activities:   Net Loss   Adjustments to Reconcile Net Loss to Net   Cash Used in Operating Activities:     Amortization     Impairment of Investment in Project      Partnerships     Accreted Interest Income on            Investments in Securities     Accreted Discount on Investments in      Securities     Equity in Losses of Project            Partnerships     Gain on Sale of Project Partnerships     Distributions Included in Other            Income     Changes in Operating Assets and          Liabilities:      Increase in Interest Receivable      Decrease (Increase) in Receivable - Other      Increase in Payable to General Partners      (Decrease) Increase in Other Payable         Net Cash Used in Operating         Activities Cash Flows from Investing Activities:   Distributions Received from Project    Partnerships   Net Proceeds from Sale of Project        Partnerships   Redemption of Investment in Securities   Investment in Securities         Net Cash (Used in) Provided by         Investing Activities Cash Flows from Financing Activities:   Distributions Paid to Limited Partners         Net Cash Used in Financing         Activities (Decrease) Increase in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Year Cash and Cash Equivalents at End of Year	$(332,668) 44,929  103,003  (4,630) (1,117) 7,156  0  (29,678) (4,659) 0  101,582  0  ---------- (116,082) ---------- 38,096  0  83,000  (274,630) ---------- (153,534) ---------- 0  ---------- 0  ---------- (269,616) 463,580  ---------- $ 193,964  ==========	$(342,258) 39,001  343,241  (9,931) 0  25,699  (224,074) (26,354) 0  700  106,984  (500) ---------- (87,492) ---------- 27,275  224,074  79,000  0  ---------- 330,349  ---------- (224,028) ---------- (224,028) ---------- 18,829  444,751  ---------- $ 463,580  ==========	$(198,709) 6,106  0  (14,483) 0  65,236  0  (32,039) 0  (700) 104,268  500  ---------- (69,821) ---------- 38,038  0  74,999  0  ---------- 113,037  ---------- 0  ---------- 0  ---------- 43,216  401,535  ---------- $ 444,751  ==========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005

TOTAL SERIES 2 - 6 ------------------	2007 ----	2006 ----	2005 ----
Cash Flows from Operating Activities:   Net Loss   Adjustments to Reconcile Net Loss to      Net Cash Used in Operating Activities:     Amortization     Impairment of Investment in Project      Partnerships     Accreted Interest Income on            Investments in Securities     Accreted Discount on Investments in      Securities     Equity in Losses of Project            Partnerships     Gain on Sale of Project Partnerships     Distributions Included in Other Income     Changes in Operating Assets and          Liabilities:      Increase in Interest Receivable      Decrease (Increase) in Receivable - Other      Increase in Payable to General Partners      (Decrease) Increase in Other Payable         Net Cash Used in Operating                  Activities Cash Flows from Investing Activities:   Distributions Received from Project      Partnerships   Net Proceeds from Sale of Project      Partnerships   Redemption of Investment in Securities   Investment in Securities         Net Cash Provided by Investing         Activities Cash Flows from Financing Activities:   Distributions Paid to Limited Partners         Net Cash Used in Financing                  Activities (Decrease) Increase in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Year Cash and Cash Equivalents at End of Year Supplemental non-cash activities: Increase in Distribution Payable Distribution to Limited Partners Increase in Receivable - Other Proceeds from Sale of Project Partnerships	$(419,794) 60,365  103,003  (4,630) (3,253) 12,194  (475,364) (112,229) (13,557) 912  399,032  (27,010) ----------- (480,331) ----------- 125,910  475,404  375,999  (799,282) ----------- 178,031  ----------- (99,572) ----------- (99,572) ----------- (401,872) 1,534,787  ----------- $1,132,915  =========== $ 376,017  (376,017) (128,500) 128,500  ---------- $       0  ==========	$(954,029) 65,484  343,241  (31,711) 0  80,303  (224,074) (97,770) 0  (212) 423,821  25,810  ----------- (369,137) ----------- 102,770  224,074  359,999  0  ----------- 686,843  ----------- (224,028) ----------- (224,028) ----------- 93,678  1,441,109  ----------- $1,534,787  =========== $       0  0  0  0  ---------- $       0  ==========	$(461,690) 8,808  0  (55,867) 0  97,495  (157,126) (107,494) 0  (700) 218,822  1,200  ----------- (456,552) ----------- 118,964  0  346,000  0  ----------- 464,964  ----------- 0  ----------- 0  ----------- 8,412  1,432,697  ----------- $ 1,441,109  =========== $       0  0  0  0  ---------- $       0  ==========

See accompanying notes to financial statements.

 

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)

NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2007, 2006 AND 2005

NOTE 1 - ORGANIZATION:

   Gateway Tax Credit Fund II Ltd. ("Gateway"), a Florida Limited Partnership, was formed September 12, 1989, under the laws of Florida.  Operations commenced on September 14, 1990 for Series 2, September 28, 1990 for Series 3, February 1, 1991 for Series 4, July 1, 1991 for Series 5 and January 1, 1992 for Series 6.  Each Series has invested, as a limited partner, in other limited partnerships ("Project Partnerships") each of which owns and operates one or more apartment complexes eligible for Low-Income Housing Tax Credits ("Tax Credits"), provided for in Section 42 of the Internal Revenue Code of 1986.  Gateway will terminate on December 31, 2040, or sooner, in accordance with the terms of the limited partnership agreement (the "Agreement").  As of March 31, 2007, Gateway had received capital contributions of $1,000 from the General Partners and $37,228,000 from Beneficial Assignee Certificate investors (the "Assignees").  The fiscal year of Gateway for reporting purposes ends on March 31.

   Pursuant to the Securities Act of 1933, Gateway filed a Form S-11 Registration Statement with the Securities and Exchange Commission, effective September 12, 1989, which covered the offering (the "Public Offering") of Gateway's Beneficial Assignee Certificates ("BACs") representing assignments of units for the beneficial interest of the limited partnership interest of the Assignor Limited Partner.  The Assignor Limited Partner was formed for the purpose of serving in that capacity for the Fund and will not engage in any other business.

   Raymond James Partners, Inc. and Raymond James Tax Credit Funds, Inc., wholly-owned subsidiaries of Raymond James Financial, Inc., are the General Partner and the Managing General Partner, respectively.

   Gateway offered BACs in five series.  BACs in the amounts of $6,136,000, $5,456,000, $6,915,000, $8,616,000 and $10,105,000 for Series 2, 3, 4, 5 and 6, respectively had been issued as of March 31, 2007.  Each Series is treated as a separate partnership, investing in a separate and distinct pool of Project Partnerships.  Net proceeds from each Series are used to acquire Project Partnerships which are specifically allocated to such Series.  Income or loss and all tax items from the Project Partnerships acquired by each Series are specifically allocated among the Assignees of such Series.

   Operating profits and losses, cash distributions from operations and Tax Credits are allocated 99% to the Assignees and 1% to the General Partners.  Profit or loss and cash distributions from sales of properties are allocated as formulated in the Agreement.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

Basis of Accounting

   Gateway utilizes the accrual basis of accounting whereby revenues are recognized when earned and expenses are recognized when obligations are incurred.

   Gateway accounts for its investments as the limited partner in Project Partnerships ("Investments in Project Partnerships"), using the equity method of accounting, because management believes that Gateway does not have a majority control of the major operating and financial policies of the Project Partnerships in which it invests, and reports the equity in losses of the Project Partnerships on a 3-month lag in the Statements of Operations.  Under the equity method, the Investments in Project Partnerships initially include:

   1) Gateway's capital contribution,
   2) Acquisition fees paid to the General Partner for services rendered in selecting       
      properties for acquisition, and
   3) Acquisition expenses including legal fees, travel and other miscellaneous costs       
      relating to acquiring properties.

Quarterly the Investments in Project Partnerships are increased or decreased as follows:

   1) Increased for equity in income or decreased for equity in losses of the Project       
      Partnerships,
   2) Decreased for cash distributions received from the Project Partnerships, and
   3) Decreased for the amortization of the acquisition fees and expenses.

   For the fiscal year ended March 31, 2006, Gateway changed the period over which the intangible acquisition fees and expenses are amortized.  In all prior years, the period in which such intangible assets had been amortized was 35 years.  In the fiscal year ended March 31, 2006, this amortization period was changed to 15 years to better approximate the period over which the benefits of these investments are realized.  As a result of this change in estimate, an additional

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued):

amortization expense of $23,779 for Series 5 and $33,465 for Series 6, or a total of $57,244 for all Series of Gateway, was recognized during the year-ended March 31, 2006, as compared to the amortization expense amount which would have been realized had the estimated amortization period not changed during the year.  The amortization expense is shown on the Statements of Operations.

   Pursuant to the limited partnership agreements for the Project Partnerships, cash losses generated by the Project Partnerships are allocated to the general partners of those partnerships.  In subsequent years, cash profits, if any, are first allocated to the general partners to the extent of the allocation of prior years' cash losses.

   Since Gateway invests as a limited partner, and therefore is not obligated to fund losses or make additional capital contributions, it does not recognize losses from individual Project Partnerships to the extent that these losses would reduce the investment in those Project Partnerships below zero.  The suspended losses will be used to offset future income from the individual Project Partnerships.  Any cash distributions received from Project Partnerships which have a zero investment balance are accounted for as distribution income in the period the cash distribution is received by Gateway.

   Gateway reviews its investments in Project Partnerships to determine if there has been any permanent impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable.  If the sum of the expected future cash flows is less than the carrying amount of the investment, Gateway recognizes an impairment loss.  For the fiscal years ended March 31, 2007 and 2006, impairment expense was recognized in the Statement of Operations in Series 6 in the total amount of $103,003 and $343,241, respectively.  There was no impairment expense in fiscal year 2005.  Refer to Note 5 - Investment in Project Partnerships for further details regarding the components of the Investment in Project Partnership balance.

   Gateway, as a limited partner in the Project Partnerships, is subject to risks inherent in the ownership of property which are beyond its control, such as fluctuations in occupancy rates and operating expenses, variations in rental schedules, proper maintenance and continued eligibility of tax credits.  If the cost of operating a property exceeds the rental income earned thereon, Gateway may deem it in its best interest to voluntarily provide funds in order to protect its investment.  However, Gateway does not guarantee any of the mortgages or other debt of the Project Partnerships.  No such funding to Project Partnership's occurred during fiscal year 2007, 2006 or 2005.

Variable Interest Entities

   In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN46"), "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51" which was subsequently revised in December, 2003.  Gateway has adopted FIN 46 and applied its requirements to all Project Partnerships in which Gateway held an interest.  Generally, a variable interest entity, or VIE, is an entity with one or more of the following characteristics, (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) as a group the holders of the equity investment at risk lack (i) the ability to make decisions about an entity's activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests and substantially all of the entity's activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights.  FIN 46 requires a VIE to be consolidated in the financial statements of the entity that is determined to be the primary beneficiary of the VIE.  The primary beneficiary, as is applicable to Gateway's circumstances, is the party in the Project Partnership equity group that is most closely associated with the Project Partnership.

   Gateway holds variable interests in 134 VIEs, which consist of Project Partnerships, of which Gateway is not the primary beneficiary.  Two of Gateway's Project Partnership investments were determined not to be VIEs.  Gateway's maximum exposure to loss as a result of its involvement with unconsolidated VIEs is limited to Gateway's recorded investments in and receivables from those VIEs, which is approximately $334,182 at March 31, 2007.  Gateway may be subject to additional losses to the extent of any financial support that Gateway voluntarily provides to those Project Partnerships in the future.

Cash and Cash Equivalents

   Gateway's policy is to include short-term investments with an original maturity of three months or less in Cash and Cash Equivalents.  Short-term investments are comprised of money market mutual funds.

Concentration of Credit Risk

   Financial instruments which potentially subject Gateway to concentrations of credit risk consist of cash investments in a money market mutual fund whose investment advisor is a wholly-owned subsidiary of Raymond James Financial, Inc.

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued):

Use of Estimates in the Preparation of Financial Statements

   The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates that affect certain reported amounts and disclosures.  These estimates are based on management's knowledge and experience.  Accordingly, actual results could differ from these estimates.

Investment in Securities

   Gateway applies Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities ("FAS 115").  Under FAS 115, Gateway is required to categorize its debt securities as held-to-maturity, available-for-sale or trading securities, dependent upon Gateway's intent in holding the securities.  Gateway's intent is to hold all of its debt securities (U.S. Government Security Strips and U.S. Treasury Notes) until maturity and to use these assets to fund Gateway's ongoing operations. The U.S. Treasury Notes are carried at amortized cost, which approximates market value, and are adjusted for amortization of premiums and accretion of discounts to maturity.  Such adjustments are included in Interest Income.  Interest income is recognized ratably on the U.S. Government Strips using the effective yield to maturity.  As of March 31, 2007, Investment in Securities on the Balance Sheet consisted entirely of U.S. Treasury Notes.

Income Taxes

   No provision for income taxes has been made in these financial statements, as income taxes are a liability of the partners rather than of Gateway.

Reclassifications

   For comparability, certain prior year amounts have been reclassified, where appropriate, to conform with the financial statement presentation used in 2007.

NOTE 3 - INVESTMENT IN SECURITIES:

   The March 31, 2007 Balance Sheet includes Investment in Securities consisting of U.S. Treasury Notes which represents their cost, plus accreted interest income and discounts of $2,969 for Series 2, $2,969 for Series 3, $3,685 for Series 4, $2,091 for Series 5 and $5,776 for Series 6.  The Investment in Securities are commonly held in a brokerage account maintained at Raymond James and Associates, Inc., an affiliate of the General Partners.  A separate accounting is maintained for each series' share of the investments.

	Estimated Market Value      ----------------	Cost Plus Accreted Interest and    Discounts     -----------------	Gross Unrealized  Gains and (Losses) ------------------
Series 2	$   126,549	$   127,640	$   (1,091)
Series 3	126,549	127,640	(1,091)
Series 4	177,368	178,897	(1,529)
Series 5	100,641	101,509	(868)
Series 6	278,010	280,406	(2,396)

As of March 31, 2007, the cost plus accreted interest and discounts of debt securities by contractual maturities is as follows:

	Series 2 --------	Series 3 --------	Series 4 --------
Due within 1 year	$  127,640	$  127,640	$  178,897
After 1 year through 5 years	0 ---------	0 ---------	0 ---------
Total Amount Carried on Balance Sheet	$  127,640 =========	$  127,640 =========	$  178,897 =========

	Series 5 --------	Series 6 --------	Total --------
Due within 1 year	$   101,509	$   280,406	$  816,092
After 1 year through 5 years	0 ----------	0 ----------	0 ----------
Total Amount Carried on Balance Sheet	$   101,509 ==========	$   280,406 ==========	$  816,092 ==========

NOTE 4 - RELATED PARTY TRANSACTIONS:

   The Payable to General Partners primarily represents the asset management fees owed to the General Partners at the end of the period.  It is unsecured, due on demand and, in accordance with the limited partnership agreement, non-interest bearing.  Within the next 12 months, the Managing General Partner does not intend to demand payment on the portion of Asset Management Fees payable classified as long-term on the Balance Sheet.

   For the years ended March 31, 2007, 2006 and 2005 the General Partners and affiliates are entitled to compensation and reimbursement for costs and expenses incurred by Gateway as follows:

   Asset Management Fee - The Managing General Partner is entitled to be paid an annual asset management fee equal to 0.25% of the aggregate cost of Gateway's interest in the projects owned by the Project Partnerships.  The asset management fee will be paid only after all other expenses of Gateway have been paid.  These fees are included in the Statements of Operations.

	2007 ----	2006 ----	2005 ----
Series 2	$  67,315	$  67,609	$  67,609
Series 3	58,055	62,716	62,717
Series 4	74,671	77,205	77,205
Series 5	92,287	92,722	92,722
Series 6	101,242 ---------	101,592 ---------	104,509 ---------
Total	$ 393,570 =========	$ 401,844 =========	$ 404,762 =========

   General and Administrative Expenses - The Managing General Partner is reimbursed for general and administrative expenses of Gateway on an accountable basis.  This expense is included in the Statements of Operations.

	2007 ----	2006 ----	2005 ----
Series 2	$  61,537	$  47,681	$  32,074
Series 3	63,702	49,848	33,531
Series 4	81,118	62,853	42,279
Series 5	97,901	77,443	52,484
Series 6	103,495 --------	81,777 --------	55,400 --------
Total	$407,753	$319,602	$215,768
	========	========	========

   Total unpaid asset management fees and administrative expenses payable to the General Partners, which are included on the Balance Sheet as of March 31, 2007 and 2006 are as follows.

	March 31, 2007 --------------	March 31, 2006 --------------
Series 2	$  715,273	$  647,557
Series 3	606,565	546,061
Series 4	782,789	706,659
Series 5	682,447	589,347
Series 6	1,013,609  -----------	912,027  -----------
Total	$3,800,683  ===========	$3,401,651  ===========

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:

SERIES 2

   As of March 31, 2007, the Partnership had acquired a 99% interest in the profits, losses and Tax Credits as a limited partner in 22 Project Partnerships which own and operate government assisted multi-family housing complexes.  Cash flows from operations are allocated according to each Partnership agreement.  Upon dissolution, proceeds will be distributed according to each Partnership agreement.

   The following is a summary of Investments in Project Partnerships as of:

	MARCH 31, 2007 --------------	MARCH 31, 2006 --------------
Capital Contributions to Project Partnerships and purchase price paid for limited partner interests in Project Partnerships Cumulative equity in losses of Project Partnerships (1) Cumulative distributions received from Project Partnerships Investment in Project Partnerships before Adjustment Excess of investment cost over the underlying assets acquired:  Acquisition fees and expenses  Accumulated amortization of acquisition fees and    expenses Investments in Project Partnerships	$ 4,524,678  (4,742,761) (87,605) ----------- (305,688) 390,838  (85,150) ----------- $        0  ===========	$ 4,524,678  (4,742,761) (87,605) ----------- (305,688) 390,838  (85,150) ----------- $        0  ===========

(1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $6,160,318 for the year ended March 31, 2007 and cumulative suspended losses of $5,632,737 for the year ended March 31, 2006 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 3

   As of March 31, 2007, the Partnership had acquired a 99% interest in the profits, losses and Tax Credits as a limited partner in 17 Project Partnerships which own and operate government assisted multi-family housing complexes.  Cash flows from operations are allocated according to each Partnership agreement.  Upon dissolution, proceeds will be distributed according to each Partnership agreement.

   The following is a summary of Investments in Project Partnerships as of:

	MARCH 31, 2007 --------------	MARCH 31, 2006 --------------
Capital Contributions to Project Partnerships and purchase price paid for limited partner interests in Project Partnerships Cumulative equity in losses of Project Partnerships (1) Cumulative distributions received from Project Partnerships Investment in Project Partnerships before A djustment Excess of investment cost over the underlying assets acquired:  Acquisition fees and expenses  Accumulated amortization of acquisition fees and   expenses Investments in Project Partnerships	$ 2,866,874  (3,060,820) (116,035) ----------- (309,981) 365,375  (55,394) ----------- $         0  ============	$ 3,888,713  (4,133,478) (164,417) ----------- (409,182) 491,746  (82,564) ----------- $         0  ============

(1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $5,412,602 for the year ended March 31, 2007 and cumulative suspended losses of $6,446,347 for the year ended March 31, 2006 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 4

   As of March 31, 2007, the Partnership had acquired a 99% interest in the profits, losses and Tax Credits as a limited partner in 25 Project Partnerships which own and operate government assisted multi-family housing complexes.  Cash flows from operations are allocated according to each Partnership agreement.  Upon dissolution, proceeds will be distributed according to each Partnership agreement.

   The following is a summary of Investments in Project Partnerships as of:

	MARCH 31, 2007 --------------	MARCH 31, 2006 --------------
Capital Contributions to Project Partnerships and purchase price paid for limited partner interests in Project Partnerships Cumulative equity in losses of Project Partnerships (1) Cumulative distributions received from Project Partnerships Investment in Project Partnerships before Adjustment Excess of investment cost over the underlying assets acquired:  Acquisition fees and expenses  Accumulated amortization of acquisition fees    and expenses Investments in Project Partnerships	$ 4,273,215  (4,545,684) (96,180) ----------- (368,649) 466,220  (97,571) ----------- $        0  ===========	$ 4,952,519  (5,268,905) (124,819) ----------- (441,205) 562,967  (121,762) ----------- $        0  ===========

1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $5,924,461 for the year ended March 31, 2007 and cumulative suspended losses of $5,604,678 for the year ended March 31, 2006 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 5

   As of March 31, 2007, the Partnership had acquired a 99% interest in the profits, losses and Tax Credits as a limited partner in 35 Project Partnerships which own and operate government assisted multi-family housing complexes.  Cash flows from operations are allocated according to each Partnership agreement.  Upon dissolution, proceeds will be distributed according to each Partnership agreement.

   The following is a summary of Investments in Project Partnerships as of:

	MARCH 31, 2007 --------------	MARCH 31, 2006 --------------
Capital Contributions to Project Partnerships and purchase price paid for limited partner interests in Project Partnerships Cumulative equity in losses of Project Partnerships (1) Cumulative distributions received from Project Partnerships Investment in Project Partnerships before Adjustment Excess of investment cost over the underlying assets acquired:  Acquisition fees and expenses  Accumulated amortization of acquisition fees and   expenses Investments in Project Partnerships	$ 6,010,273  (6,132,734) (204,351) ----------- (326,812) 632,419  (180,204) ----------- $   125,403  ============	$ 6,010,273  (6,127,206) (199,089) ----------- (316,022) 632,419  (164,767) ----------- $   151,630  ============

(1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $7,065,462 for the year ended March 31, 2007 and cumulative suspended losses of $6,332,840 for the year ended March 31, 2006 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 6

   As of March 31, 2007, the Partnership had acquired a 99% interest in the profits, losses and Tax Credits as a limited partner in 37 Project Partnerships which own and operate government assisted multi-family housing complexes.  Cash flows from operations are allocated according to each Partnership agreement.  Upon dissolution, proceeds will be distributed according to each Partnership agreement.

   The following is a summary of Investments in Project Partnerships as of:

	MARCH 31, 2007 --------------	MARCH 31, 2006 --------------
Capital Contributions to Project Partnerships and purchase price paid for limited partner interests in Project Partnerships Cumulative equity in losses of Project Partnerships (1) Cumulative distributions received from Project Partnerships Investment in Project Partnerships before Adjustment Excess of investment cost over the underlying assets acquired:  Acquisition fees and expenses  Accumulated amortization of acquisition fees and    expenses Impairment of Investment in Project Partnerships Investments in Project Partnerships	$ 7,250,034  (6,853,010) (226,728) ----------- 170,296  768,912  (284,185) (446,244) ----------- $   208,779  ============	$ 7,250,034  (6,845,853) (218,311) ----------- 185,870  768,912  (239,256) (343,241) ----------- $   372,285  ============

(1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $4,856,648 for the year ended March 31, 2007 and cumulative suspended losses of $4,294,234 for the year ended March 31, 2006 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

TOTAL SERIES 2 - 6

   The following is a summary of Investments in Project Partnerships:

	MARCH 31, 2007 --------------	MARCH 31, 2006 --------------
Capital Contributions to Project Partnerships and purchase price paid for limited partner interests in Project Partnerships Cumulative equity in losses of Project Partnerships Cumulative distributions received from Project Partnerships Investment in Project Partnerships before Adjustment Excess of investment cost over the underlying assets acquired:  Acquisition fees and expenses  Accumulated amortization of acquisition fees    and expenses Impairment of Investment in Project Partnerships Investments in Project Partnerships	$ 24,925,074  (25,335,009) (730,899) ----------- (1,140,834) 2,623,764  (702,504) (446,244) ----------- $  334,182  ===========	$ 26,626,217  (27,118,203) (794,241) ----------- (1,286,227) 2,846,882  (693,499) (343,241) ----------- $  523,915  ===========

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In accordance with Gateway's policy of presenting the financial information of the Project Partnerships on a three month lag, below is the summarized financial information for the Series' Project Partnerships as of December 31 of each year:

	DECEMBER 31,
SERIES 2	2006 ----	2005 ----	2004 ----
SUMMARIZED BALANCE SHEETS Assets:   Current assets   Investment properties, net   Other assets     Total assets Liabilities and Partners' Equity:   Current liabilities   Long-term debt     Total liabilities Partners' deficit   Limited Partner   General Partners     Total Partners' deficit     Total liabilities and     partners' deficit SUMMARIZED STATEMENTS OF OPERATIONS Rental and other income Expenses:   Operating expenses   Interest expense   Depreciation and amortization     Total expenses       Net loss Other partners' share of net loss Gateway's share of net loss Suspended losses Equity in Losses of Project Partnerships	$ 2,213,621  14,180,401  1,676  ------------ $16,395,698  ============ $   559,702  22,550,086  ------------ 23,109,788  ------------ (6,543,604) (170,486) ------------ (6,714,090) ------------ $16,395,698  ============ $ 4,556,821  ------------ 2,202,862  2,000,437  886,432  ------------ 5,089,731  ------------ $ (532,910) ============ $   (5,329) ============ $ (527,581) 527,581  ------------ $        0  ============	$ 2,097,770  14,995,365  770  ------------ $17,093,905  ============ $   583,236  22,653,237  ------------ 23,236,473  ------------ (5,999,431) (143,137) ------------ (6,142,568) ------------ $17,093,905  ============ $ 4,432,488  ------------ 2,194,634  2,006,234  875,459  ------------ 5,076,327  ------------ $ (643,839) ============ $   (6,439) ============ $ (637,400) 605,308  ------------ $  (32,092) ============	$ 1,968,967  15,779,910  770  ------------ $17,749,647  ============ $   483,214  22,746,522  ------------ 23,229,736  ------------ (5,354,226) (125,863) ------------ (5,480,089) ------------ $17,749,647  ============ $ 4,270,346  ------------ 2,079,978  2,007,179  869,716  ------------ 4,956,873  ------------ $ (686,527) ============ $   (6,865) ============ $ (679,662) 668,751  ------------ $  (10,911) ============

As of December 31, 2006, the largest Project Partnership constituted 11.8% and 14.0%, and as of December 31, 2005 the largest Project Partnership constituted 12.2% and 14.0% of the combined total assets by series and combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In accordance with Gateway's policy of presenting the financial information of the Project Partnerships on a three month lag, below is the summarized financial information for the Series' Project Partnerships as of December 31 of each year:

	DECEMBER 31,
SERIES 3	2006 ----	2005 ----	2004 ----
SUMMARIZED BALANCE SHEETS Assets:   Current assets   Investment properties, net   Other assets     Total assets Liabilities and Partners' Equity:   Current liabilities   Long-term debt     Total liabilities Partners' equity (deficit)   Limited Partner   General Partners     Total Partners' equity (deficit)     Total liabilities and     partners' equity SUMMARIZED STATEMENTS OF OPERATIONS Rental and other income Expenses:   Operating expenses   Interest expense   Depreciation and amortization     Total expenses       Net loss Other partners' share of net loss Gateway's share of net loss Suspended losses Equity in Income of Project Partnerships	$ 1,904,835  7,844,423  30,170  ----------- $ 9,779,428  =========== $   296,133  15,224,112  ----------- 15,520,245  ----------- (6,019,771) 278,954  ----------- (5,740,817) ----------- $ 9,779,428  ============ $ 3,345,693  ----------- 1,609,096  1,342,779  731,144  ----------- 3,683,019  ----------- $  (337,326) ============ $    (3,378) ============ $  (333,948) 334,438  ----------- $       490  ============	$ 2,653,096  12,036,053  158,818  ----------- $14,847,967  =========== $   498,630  21,307,645  ----------- 21,806,275  ----------- (7,286,069) 327,761  ----------- (6,958,308) ----------- $14,847,967  ============ $ 4,412,036  ----------- 2,094,632  1,957,438  965,926  ----------- 5,017,996  ----------- $  (605,960) ============ $   (10,373) ============ $  (595,587) 595,587  ----------- $         0  ============	$ 2,560,603  12,872,999  166,839  ----------- $15,600,441  =========== $   508,518  21,412,108  ----------- 21,920,626  ----------- (6,676,166) 355,981  ----------- (6,320,185) ----------- $15,600,441  ============ $ 4,301,073  ----------- 2,100,539  1,967,487  973,367  ----------- 5,041,393  ----------- $  (740,320) ============ $   (12,676) ============ $  (727,644) 727,644  ----------- $         0  ============

As of December 31, 2006, the largest Project Partnership constituted 13.0% and 5.8%, and as of December 31, 2005 the largest Project Partnership constituted 8.7% and 6.7% of the combined total assets by series and combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In accordance with Gateway's policy of presenting the financial information of the Project Partnerships on a three month lag, below is the summarized financial information for the Series' Project Partnerships as of December 31 of each year:

	DECEMBER 31,
SERIES 4	2006 ----	2005 ----	2004 ----
SUMMARIZED BALANCE SHEETS Assets:   Current assets   Investment properties, net   Other assets     Total assets Liabilities and Partners' Equity:   Current liabilities   Long-term debt     Total liabilities Partners' equity (deficit)   Limited Partner   General Partners     Total Partners' equity (deficit)     Total liabilities and     partners' equity SUMMARIZED STATEMENTS OF OPERATIONS Rental and other income Expenses:   Operating expenses   Interest expense   Depreciation and amortization     Total expenses       Net loss Other partners' share of net loss Gateway's share of net loss Suspended losses Equity in Losses of Project Partnerships	$ 2,090,839  15,571,596  28,137  ----------- $17,690,572  =========== $   965,479  22,405,799  ----------- 23,371,278  ----------- (6,383,645) 702,939  ----------- (5,680,706) ----------- $17,690,572  ============ $ 4,469,730  ----------- 2,430,631  1,738,893  921,420  ----------- 5,090,944  ----------- $  (621,214) =========== $   (28,655) =========== $  (592,559) 592,559  ----------- $        0  ===========	$ 2,373,954  19,168,917  34,344  ----------- $21,577,215  =========== $   970,492  26,080,239  ----------- 27,050,731  ----------- (6,140,112) 666,596  ----------- (5,473,516) ----------- $21,577,215  ============ $ 5,161,594  ----------- 2,637,778  2,189,427  1,044,298  ----------- 5,871,503  ----------- $  (709,909) =========== $   (25,473) =========== $  (684,436) 684,436  ----------- $        0  ===========	$ 2,310,917  20,049,998  33,120  ----------- $22,394,035  =========== $   910,446  26,191,312  ----------- 27,101,758  ----------- (5,435,023) 727,300  ----------- (4,707,723) ----------- $22,394,035  ============ $ 4,938,004  ----------- 2,576,638  2,138,281  1,045,249  ----------- 5,760,168  ----------- $  (822,164) =========== $   (15,617) =========== $  (806,547) 806,547  ----------- $        0  ===========

As of December 31, 2006, the largest Project Partnership constituted 9.1% and 5.6%, and as of December 31, 2005 the largest Project Partnership constituted 7.8% and 5.8% of the combined total assets by series and combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In accordance with Gateway's policy of presenting the financial information of the Project Partnerships on a three month lag, below is the summarized financial information for the Series' Project Partnerships as of December 31 of each year:

	DECEMBER 31,
SERIES 5	2006 ----	2005 ----	2004 ----
SUMMARIZED BALANCE SHEETS Assets:   Current assets   Investment properties, net   Other assets     Total assets Liabilities and Partners' Equity:   Current liabilities   Long-term debt     Total liabilities Partners' deficit   Limited Partner   General Partners     Total Partners' deficit     Total liabilities and          partners' deficit SUMMARIZED STATEMENTS OF OPERATIONS Rental and other income Expenses:   Operating expenses   Interest expense   Depreciation and amortization     Total expenses       Net loss Other partners' share of net loss Gateway's share of net loss Suspended losses Equity in Losses of Project Partnerships	$ 3,526,899  20,498,625  4,705  ----------- $24,030,229  ============ $   757,056  31,099,840  ----------- 31,856,896  ----------- (7,456,075) (370,592) ----------- (7,826,667) ----------- $24,030,229  ============ $ 6,297,579  ----------- 3,299,478  2,523,667  1,220,039  ----------- 7,043,184  ----------- $  (745,605) ============ $    (7,456) ============ $  (738,149) 732,621  ----------- $    (5,528) ============	$ 3,285,139  21,704,303  4,245  ----------- $24,993,687  ============ $   779,213  31,256,580  ----------- 32,035,793  ----------- (6,681,292) (360,814) ----------- (7,042,106) ----------- $24,993,687  ============ $ 6,113,199  ----------- 3,049,363  2,591,786  1,203,506  ----------- 6,844,655  ----------- $  (731,456) ============ $    (7,315) ============ $  (724,141) 701,629  ----------- $   (22,512) ============	$ 3,075,902  22,749,373  51,964  ----------- $25,877,239  ============ $   736,200  31,392,413  ----------- 32,128,613  ----------- (5,930,379) (320,995) ----------- (6,251,374) ----------- $25,877,239  ============ $ 5,792,482  ----------- 3,096,406  2,229,541  1,247,246  ----------- 6,573,193  ----------- $  (780,711) ============ $    (7,807) ============ $  (772,904) 746,794  ----------- $   (26,110) ============

As of December 31, 2006, the largest Project Partnership constituted 8.7% and 6.4%, and as of December 31, 2005 the largest Project Partnership constituted 8.5% and 8.0% of the combined total assets by series and combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In accordance with the Gateway's policy of presenting the financial information of the Project Partnerships on a three month lag, below is the summarized financial information for the Series' Project Partnerships as of December 31 of each year:

	DECEMBER 31,
SERIES 6	2006 ----	2005 ----	2004 ----
SUMMARIZED BALANCE SHEETS Assets:   Current assets   Investment properties, net   Other assets     Total assets Liabilities and Partners' Equity:   Current liabilities   Long-term debt     Total liabilities Partners' deficit   Limited Partner   General Partners     Total Partners' deficit     Total liabilities and         partners' deficit SUMMARIZED STATEMENTS OF OPERATIONS Rental and other income Expenses:   Operating expenses   Interest expense   Depreciation and amortization     Total expenses       Net loss Other partners' share of net loss Gateway's share of net loss Suspended losses Equity in Losses of Project Partnerships	$ 4,250,761  24,869,739  116,772  ------------ $29,237,272  =========== $   907,348  33,717,352  ------------ 34,624,700  ------------ (4,829,486) (557,942) ------------ (5,387,428) ------------ $29,237,272  ============ $ 6,690,179  ------------ 3,337,342  2,625,897  1,303,827  ------------ 7,267,066  ------------ $  (576,887) ============ $    (7,317) ============ $  (569,570) 562,414  ------------ $    (7,156) ============	$ 4,214,285  25,343,325  5,642  ------------ $29,563,252  =========== $   759,168  33,537,501  ------------ 34,296,669  ------------ (4,222,518) (510,899) ------------ (4,733,417) ------------ $29,563,252  ============ $ 6,612,944  ------------ 3,195,528  2,722,033  1,293,203  ------------ 7,210,764  ------------ $  (597,820) ============ $    (6,863) ============ $  (590,957) 565,258  ------------ $   (25,699) ============	$ 4,075,629  27,082,558  3,934  ------------ $31,162,121  =========== $   760,481  34,688,448  ------------ 35,448,929  ------------ (3,799,474) (487,334) ------------ (4,286,808) ------------ $31,162,121  ============ $ 6,536,265  ------------ 3,184,179  2,666,928  1,367,028  ------------ 7,218,135  ------------ $  (681,870) ============ $    (8,157) ============ $  (673,713) 608,477  ------------ $   (65,236) ============

As of December 31, 2006, the largest Project Partnership constituted 6.5% and 6.8%, and as of December 31, 2005 the largest Project Partnership constituted 6.6% and 6.9% of the combined total assets by series and combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In accordance with the Gateway's policy of presenting the financial information of the Project Partnerships on a three month lag, below is the summarized financial information for the Series' Project Partnerships as of December 31 of each year:

	DECEMBER 31,
TOTAL SERIES 2 - 6	2006 ----	2005 ----	2004 ----
SUMMARIZED BALANCE SHEETS Assets:   Current assets   Investment properties, net   Other assets     Total assets Liabilities and Partners' Equity:   Current liabilities   Long-term debt     Total liabilities Partners' equity (deficit)   Limited Partner   General Partners     Total Partners' equity (deficit)     Total liabilities and     partners' equity SUMMARIZED STATEMENTS OF OPERATIONS Rental and other income Expenses:   Operating expenses   Interest expense   Depreciation and amortization     Total expenses       Net loss Other partners' share of net loss Gateway's share of net loss Suspended losses Equity in Losses of Project Partnerships	$ 13,986,955  82,964,784  181,460  ------------- $ 97,133,199  ============= $  3,485,718  124,997,189  ------------ 128,482,907  ------------ (31,232,581) (117,127) ------------ (31,349,708) ------------ $ 97,133,199  ============= $ 25,360,002  ------------ 12,879,409  10,231,673  5,062,862  ------------ 28,173,944  ------------ $ (2,813,942) ============= $    (52,135) ============= $ (2,761,807) 2,749,613  ------------ $    (12,194) =============	$ 14,624,244  93,247,963  203,819  ------------- $108,076,026  ============= $  3,590,739  134,835,202  ------------ 138,425,941  ------------ (30,329,422) (20,493) ------------ (30,349,915) ------------ $108,076,026  ============= $ 26,732,261  ------------ 13,171,935  11,466,918  5,382,392  ------------ 30,021,245  ------------ $ (3,288,984) ============= $    (56,463) ============= $ (3,232,521) 3,152,218  ------------ $    (80,303) =============	$ 13,992,018  98,534,838  256,627  ------------- $112,783,483  ============= $  3,398,859  136,430,803  ------------ 139,829,662  ------------ (27,195,268) 149,089  ------------ (27,046,179) ------------ $112,783,483  ============= $ 25,838,170  ------------ 13,037,740  11,009,416  5,502,606  ------------ 29,549,762  ------------ $ (3,711,592) ============= $    (51,122) ============= $ (3,660,470) 3,558,213  ------------ $   (102,257) =============

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   Gateway's equity by Series as reflected by the Project Partnerships differs from the Investments in Project Partnerships before acquisition fees and expenses and amortization by Series primarily because of suspended losses on Gateway's books and differences in the accounting treatment of miscellaneous items.

   By Series these differences are as follows:

	Equity Per Project Partnership    ------------------	Equity Per Gateway ------------------
Series 2	$(6,543,604)	$  (305,689)
Series 3	(6,019,771)	(309,983)
Series 4	(6,383,645)	(368,647)
Series 5	(7,456,075)	(326,813)
Series 6	(4,829,486)	170,297

Gateway at one time held investments in 148 Project Partnerships (22 in Series 2, 23 in Series 3, 29 in Series 4, 36 in Series 5, and 38 in Series 6).  As of March 31, 2007, Gateway has sold its interest in 12 Project Partnerships (6 in Series 3, 4 in Series 4, 1 in Series 5 and 1 in Series 6).  The transactions summaries for the Project Partnerships sold during the past three fiscal years are summarized below:

Fiscal Year 2007 Disposition Activity:

Series 3

   In March 2007, Gateway sold its Project Partnership investment in Belmont Senior Apartments.  In accordance with FASB No. 66 ("FASB No. 66") "Accounting for Sales of Real Estate," although the sale of this Project Partnership was consummated on or prior to March 31, 2007, the estimated net proceeds and gain on the sale of this investment is $43,850 which is being deferred on the Balance Sheet of Gateway as of March 31, 2007 and not recognized in the Statement of Operations until the period that the proceeds are received.  The entire balance of the net proceeds due from this sale were subsequently received and distributed to the Series 3 Assignees in the amount of $8.04 per beneficial assignee certificate during the first quarter of fiscal year 2008.

   In January 2007, Gateway sold its Project Partnership investment in Southwood Apartments. Gateway received $42,652 in net proceeds ($7.82 per beneficial assignee certificate) for the sale of this Project Partnership.  The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations.  Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Series 3 Assignees.

   In January 2007, Gateway sold its Project Partnership investment in Plaza Senior Village Apartments.  Gateway received $82,145 in net proceeds ($15.06 per beneficial assignee certificate) for the sale of this Project Partnership.  The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations.  Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Series 3 Assignees.

   In January 2007, Gateway sold its Project Partnership investment in Brubaker Square Apartments.  Gateway received $115,009 in net proceeds ($21.08 per beneficial assignee certificate) for the sale of this Project Partnership.  The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations.  Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Series 3 Assignees.

   In January 2007, Gateway sold its Project Partnership investment in Villa Allegra Apartments.  Gateway received $73,408 in net proceeds ($13.45 per beneficial assignee certificate) for the sale of this Project Partnership.  The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations.  Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Series 3 Assignees.

   In November 2006, Gateway sold its Project Partnership investment in Birchwood Apartments.  Gateway received $99,410 in net proceeds ($18.25 per beneficial assignee certificate) for the sale of the Project Partnership.  Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations.  The net proceeds from this sale transaction were distributed to the Series 3 Assignees in December 2006.

 

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

Series 4

   In March 2007, Gateway sold its Project Partnership investment in Edmonton Senior Apartments. In accordance with FASB No. 66, although the sale of this Project Partnership was consummated on or prior to March 31, 2007, the estimated net proceeds and gain on the sale of this investment is $38,350 which is being deferred on the Balance Sheet of Gateway as of March 31, 2007 and not recognized in the Statement of Operations until the period that the proceeds are received.  The entire balance of the net proceeds due from this sale were subsequently received and distributed in the amount of $5.55 per beneficial assignee certificate to the Series 4 Assignees during the first quarter of fiscal year 2008.

   In March 2007, Gateway sold its Project Partnership investment in Owingsville Senior Apartments.  In accordance with FASB No. 66, although the sale of this Project Partnership was consummated on or prior to March 31, 2007, the estimated net proceeds and gain on the sale of this investment is $45,850 which is being deferred on the Balance Sheet of Gateway as of March 31, 2007 and not recognized in the Statement of Operations until the period that the proceeds are received.  The entire balance of the net proceeds due from this sale were subsequently received and distributed in the amount of $6.63 per beneficial assignee certificate to the Series 4 Assignees during the first quarter of fiscal year 2008.

   In January 2007, Gateway sold its Project Partnership investment in Alsace Village Apartments.  Gateway received $23,370 in net proceeds ($3.38 per beneficial assignee certificate) for the sale of this Project Partnership.  The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations.  Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Series 4 Assignees.

   In January 2007, Gateway sold its Project Partnership investment in Greenbriar Apartments.  Gateway received $39,370 in net proceeds ($5.69 per beneficial assignee certificate) for the sale of this Project Partnership.  The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations.  Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Series 4 Assignees.

Fiscal Year 2006 Disposition Activity:

Series 6

   In August 2005, Gateway sold its Project Partnership investment in Mountain Crest Apartments.  Gateway received $224,074 in net proceeds ($22.17 per beneficial assignee certificate) for the sale of this Project Partnership.  Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations.  The net proceeds from this sale transaction were distributed to the Series 6 Assignees in November 2005.

Fiscal Year 2005 Disposition Activity:

Series 5

   In December 2004, Gateway sold its Project Partnership investment in Highland View Apartments.  Gateway received $157,126 in net proceeds ($18.24 per beneficial assignee certificate) for the sale of this Project Partnership.  Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations.  The net proceeds from this sale transaction were distributed to the Series 5 Assignees in July 2005.

NOTE 6 - TAXABLE INCOME (LOSS):

   The following is a reconciliation between Net Income (Loss) as described in the financial statements and the Gateway income (loss) for tax purposes:

SERIES 2	2007 ----	2006 ----	2005 ----
Net Loss per Financial Statements	$ (119,127)	$ (156,399)	$  (97,520)
Equity in Losses of Project Partnerships for tax purposes less than (in excess of) losses for financial statement purposes	(662,986)	(693,743)	(797,850)
Adjustments to convert March 31, fiscal year end to December 31, taxable year end	(14,677)	19,019	1,376
Items Expensed for Financial Statement purposes not expensed for Tax purposes:   Asset Management Fee   Amortization Expense   Other Adjustments	67,438  174  (7,948) -----------	67,448  699  (10,999) -----------	53,428  696  (14,217) -----------
Gateway loss for tax purposes as of December 31	$  (737,126) ============	$  (773,975) ============	$  (854,087) ============
	December 31, 2006    ------------	December 31, 2005    ------------	December 31, 2004    ------------
Federal Low Income Housing Tax Credits (Unaudited)	$       139  ============	$       892  ============	$       892  ============

   The differences in the assets and liabilities of the Series for financial reporting purposes and tax reporting purposes for the year ended March 31, 2007 are as follows:

                                 Financial         Tax
                                 Reporting         Reporting
                                 Purposes          Purposes             Differences
Investments in Local
  Limited Partnerships           $         0       $(7,958,671)         $ 7,958,671

Other Assets                     $   257,364       $   997,761          $  (740,397)

Liabilities                      $   715,273       $     6,718          $   708,555

NOTE 6 - TAXABLE INCOME (LOSS) (Continued):

  The following is a reconciliation between Net Income (Loss) as described in the financial statements and the Gateway income (loss) for tax purposes:

SERIES 3	2007 ----	2006 ----	2005 ----
Net Income (Loss) per Financial Statements	$   305,962	$  (108,278)	$   (77,647)
Equity in Losses of Project Partnerships for tax purposes less than (in excess of) losses for financial statement purposes	(513,871)	(664,379)	(752,598)
Adjustments to convert March 31, fiscal year end to December 31, taxable year end	(19,674)	16,892	2,140
Additional Loss on Sale of Project Partnerships for tax purposes	(32,068)	0	0
Items Expensed for Financial Statement purposes not expensed for Tax purposes:   Asset Management Fee   Amortization Expense   Other Adjustments	62,523  0  (14,245) -----------	62,486  0  (24,829) -----------	67,931  129  (20,866) -----------
Gateway loss for tax purposes as of December 31	$  (211,373) ============	$  (718,108) ============	$  (780,911) ============
	December 31, 2006    ------------	December 31, 2005    ------------	December 31, 2004    ------------
Federal Low Income Housing Tax Credits (Unaudited)	$         0  ============	$         0  ============	$         0  ============

   The differences in the assets and liabilities of the Series for financial reporting purposes and tax reporting purposes for the year ended March 31, 2007 are as follows:

                                   Financial         Tax
                                   Reporting         Reporting
                                   Purposes          Purposes             Differences
Investments in Local
  Limited Partnerships             $       0        $(7,034,773)         $7,034,773

Other Assets                       $ 598,431        $   897,499          $ (299,068)

Liabilities                        $ 963,688        $     7,529          $  956,159

NOTE 6 - TAXABLE INCOME (LOSS) (Continued):

   The following is a reconciliation between Net Income (Loss) as described in the financial statements and the Gateway income (loss) for tax purposes:

SERIES 4	2007 ----	2006 ----	2005 ----
Net Loss per Financial Statements	$   (79,276)	$  (138,304)	$  (102,967)
Equity in Losses of Project Partnerships for tax purposes less than (in excess of) losses for financial statement purposes	(879,415)	(947,123)	(907,174)
Adjustments to convert March 31, fiscal year end to December 31, taxable year end	(11,564)	15,734	(971)
Additional Loss on Sale of Project Partnerships for tax purposes	(62,740)	0	0
Items Expensed for Tax purposes not expensed for Financial Statement purposes:   Interest Income	566	0	0
Items Expensed for Financial Statement purposes not expensed for Tax purposes:   Asset Management Fee   Amortization Expense   Other Adjustments	76,999  0  (18,236) -----------	77,022  0  (17,244) -----------	79,874  (256) (14,332) -----------
Gateway loss for tax purposes as of December 31	$  (973,666) ============	$(1,009,915) ============	$  (945,826) ============
	December 31, 2006    ------------	December 31, 2005    ------------	December 31, 2004    ------------
Federal Low Income Housing Tax Credits (Unaudited)	$         0  ============	$     8,516  ============	$     1,484  ============

   The differences in the assets and liabilities of the Series for financial reporting purposes and tax reporting purposes for the year ended March 31, 2007 are as follows:

                              Financial        Tax
                              Reporting        Reporting
                              Purposes         Purposes             Differences
Investments in Local
  Limited Partnerships        $      0        $(9,075,286)         $ 9,075,286

Other Assets                  $ 469,913        $ 1,162,123          $  (692,210)

Liabilities                   $ 929,733        $     8,736          $   920,997

NOTE 6 - TAXABLE INCOME (LOSS) (Continued):

   The following is a reconciliation between Net Income (Loss) as described in the financial statements and the Gateway income (loss) for tax purposes:

SERIES 5	2007 ----	2006 ----	2005 ----
Net Loss per Financial Statements	$  (194,685)	$  (208,790)	$    15,153
Equity in Losses of Project Partnerships for tax purposes less than (in excess of) losses for financial statement purposes	(862,361)	(854,948)	(791,008)
Adjustments to convert March 31, fiscal year end to December 31, taxable year end	(23,044)	44,499	(7,065)
Additional Loss on Sale of Project Partnership for tax purposes	0	0	(157,126)
Items Expensed for Tax purposes not expensed for Financial Statement purposes:   Administrative Expense	(57)	0	0
Items Expensed for Financial Statement purposes not expensed for Tax purposes:   Asset Management Fee   Amortization Expense   Other Adjustments	92,470  35,858  (25,866) -----------	90,877  85  (26,566) -----------	(58,836) 4,380  (46,206) -----------
Gateway loss for tax purposes as of December 31	$  (977,685) ============	$  (954,843) ============	$(1,040,708) ============
	December 31, 2006    ------------	December 31, 2005    ------------	December 31, 2004    ------------
Federal Low Income Housing Tax Credits (Unaudited)	$         0  ============	$         0  ============	$    20,278  ============

   The differences in the assets and liabilities of the Series for financial reporting purposes and tax reporting purposes for the year ended March 31, 2007 are as follows:

                                Financial         Tax
                                Reporting         Reporting
                                Purposes          Purposes            Differences
Investments in Local
  Limited Partnerships          $ 125,403        $(9,023,411)         $ 9,148,814

Other Assets                    $ 277,429        $ 1,327,715          $(1,050,286)

Liabilities                     $ 682,447        $    10,678          $   671,769

NOTE 6 - TAXABLE INCOME (LOSS) (Continued):

   The following is a reconciliation between Net Income (Loss) as described in the financial statements and the Gateway income (loss) for tax purposes:

SERIES 6	2007 ----	2006 ----	2005 ----
Net Loss per Financial Statements	$  (332,668)	$  (342,258)	$  (198,709)
Equity in Losses of Project Partnerships for tax purposes less than (in excess of) losses for financial statement purposes	(800,074)	(815,335)	(849,870)
Adjustments to convert March 31, fiscal year end to December 31, taxable year end	(255,313)	385,232	3,894
Additional Gain on Sale of Project Partnerships for tax purposes	0	188,930	0
Items Expensed for Tax purposes not expensed for Financial Statement purposes:   Administrative Expense   Interest Income	(46) 0	0  0	0  0
Items Expensed for Financial Statement purposes not expensed for Tax purposes:   Asset Management Fee   Amortization Expense   Impairment Expense   Other Adjustments	99,788  63,389  343,241  (32,725) ------------	103,448  3,954  0  (23,282) ------------	111,482  8,034  0  (36,754) ------------
Gateway loss for tax purposes as of December 31	$  (914,408) ============	$  (499,311) ============	$  (961,923) ============
	December 31, 2006    -----------	December 31, 2005    -----------	December 31, 2004    -----------
Federal Low Income Housing Tax Credits (Unaudited)	$         0  ============	$         0  ============	$    38,926  ============

   The differences in the assets and liabilities of the Series for financial reporting purposes and tax reporting purposes for the year ended March 31, 2007 are as follows:

                                     Financial        Tax
                                     Reporting        Reporting
                                     Purposes         Purposes           Differences
Investments in Local
  Limited Partnerships               $  208,779       $(7,387,861)       $ 7,596,640

Other Assets                         $  474,370       $ 1,670,608        $(1,196,238)

Liabilities                          $1,013,655       $    11,519        $ 1,002,136

NOTE 6 - TAXABLE INCOME (LOSS) (Continued):

   The following is a reconciliation between Net Income (Loss) as described in the financial statements and the Gateway income (loss) for tax purposes:

TOTAL SERIES 2 - 6	2007 ----	2006 ----	2005 ----
Net Loss per Financial Statements	$  (419,794)	$  (954,029)	$  (461,690)
Equity in Losses of Project Partnerships for tax purposes less than (in excess of) losses for financial statement purposes	(3,718,707)	(3,975,528)	(4,098,500)
Adjustments to convert March 31, fiscal year end to December 31, taxable year end	(324,272)	481,376	(626)
Additional Gain (Loss) on Sale of Project Partnerships for tax purposes	(94,808)	188,930	(157,126)
Items Expensed for Tax purposes not expensed for Financial Statement purposes:   Administrative Expense   Interest Income	(103) 566	0  0	0  0
Items Expensed for Financial Statement purposes not expensed for Tax purposes:   Asset Management Fee   Amortization Expense   Impairment Expense   Other Adjustments	399,218  99,421  343,241  (99,020) -----------	401,281  4,738  0  (102,920) -----------	253,879  12,983  0  (132,375) -----------
Gateway loss for tax purposes as of  December 31	$(3,814,259) ============	$(3,956,152) ============	$(4,583,455) ============

   The difference in the total value of Gateway's Investment in Project Partnerships is approximately $7,958,671 higher for Series 2, $7,034,773 higher for Series 3, $9,075,286 higher for Series 4, $9,148,814 higher for Series 5 and $7,596,640 higher for Series 6 for financial reporting purposes than for tax return purposes because (i) there were depreciation differences between financial reporting purposes and tax return purposes and (ii) certain expenses are not deductible for tax purposes.

  The differences in the assets and liabilities of Gateway for financial reporting purposes and tax reporting purposes for the year ended March 31, 2007 are as follows:

                                 Financial         Tax
                                 Reporting         Reporting
                                 Purposes          Purposes           Differences
Investments in Local
  Limited Partnerships          $  334,182        $(40,480,001)       $40,814,183

Other Assets                    $2,077,507        $  6,055,706        $(3,978,199)

Liabilities                     $4,304,796        $     45,180        $ 4,259,616

 

NOTE 7 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):

Series 2
Year 2007                Quarter 1      Quarter 2     Quarter 3     Quarter 4
6/30/2006     9/30/2006     12/31/2006    3/31/2007

Total Revenues           $   2,556     $    1,237    $   1,600     $   9,816

Net Income (Loss)        $ (21,277)    $  (43,720)   $ (31,286)    $ (22,844)

Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $   (3.43)     $   (7.05)    $  (5.05)     $  (3.69)

Series 3
Year 2007                Quarter 1      Quarter 2     Quarter 3     Quarter 4
                         6/30/2006     9/30/2006    12/31/2006     3/31/2007

Total Revenues           $  10,940     $      874   $       0      $   8,625

Net Income (Loss)        $ (17,860)    $  (39,285)  $  66,370      $ 296,737

Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $   (3.24)     $   (7.13)   $  12.04      $   45.17

Series 4
Year 2007                Quarter 1     Quarter 2     Quarter 3     Quarter 4
                         6/30/2006     9/30/2006     12/31/2006     3/31/2007

Total Revenues           $   5,977      $   7,370     $       0     $   6,744

Net Income (Loss)        $ (29,728)     $ (41,536)    $ (40,484)    $  32,472

Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $   (4.26)     $   (5.95)     $  (5.80)     $ (4.69)

Series 5
Year 2007                Quarter 1      Quarter 2      Quarter 3     Quarter 4
                         6/30/2006     9/30/2006     12/31/2006     3/31/2007

Total Revenues            $  12,500     $   6,528     $   1,654     $   6,130

Net Income (Loss)         $ (37,249)    $ (55,517)    $ (45,256)    $ (56,663)

Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding  $   (4.28)    $   (6.38)    $   (5.20)    $   (6.51)

Series 6
Year 2007                Quarter 1     Quarter 2     Quarter 3     Quarter 4
                         6/30/2006     9/30/2006     12/31/2006     3/31/2007

Total Revenues            $  13,373     $   7,628     $   3,740     $   4,937

Net Income (Loss)         $ (40,971)    $ (49,935)    $ (56,389)    $(185,373)

Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding  $   (4.01)    $   (4.89)    $   (5.52)    $  (18.17)

Series 2 - 6
Year 2007                Quarter 1     Quarter 2     Quarter 3     Quarter 4
                         6/30/2006     9/30/2006     12/31/2006     3/31/2007

Total Revenues            $  45,346     $  23,637     $   6,994     $  36,252

Net Income (Loss)         $(147,085)    $(229,993)    $(107,045)    $  64,329

 

NOTE 7 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Continued):

Series 2
Year 2006                Quarter 1      Quarter 2     Quarter 3     Quarter 46/30/2005     9/30/2005     12/31/2005    3/31/2006

Total Revenues           $   2,250     $    1,237    $   1,221     $   2,555

Net Income (Loss)        $ (33,601)    $  (39,394)   $ (30,846)    $ (52,558)

Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $   (5.42)     $   (6.36)    $  (4.98)     $  (8.47)

Series 3
Year 2006                Quarter 1      Quarter 2     Quarter 3     Quarter 4
                         6/30/2005     9/30/2005    12/31/2005     3/31/2006

Total Revenues           $  12,398     $    4,618   $   3,414      $   2,431

Net Income (Loss)        $ (14,283)    $  (33,117)  $ (24,237)     $ (36,641)

Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $   (2.59)     $   (6.01)   $  (4.40)     $   (6.65)

Series 4
Year 2006                Quarter 1     Quarter 2     Quarter 3     Quarter 4
                         6/30/2005     9/30/2005     12/31/2005     3/31/2006

Total Revenues           $   5,113      $   7,587     $     884     $   4,889

Net Income (Loss)        $ (26,707)     $ (36,676)    $ (33,089)    $ (41,832)

Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $   (3.82)     $   (5.25)     $  (4.74)     $  (5.99)

Series 5
Year 2006                Quarter 1      Quarter 2      Quarter 3     Quarter 4
                         6/30/2005     9/30/2005     12/31/2005    3/31/2006

Total Revenues           $  11,176     $   4,805     $   1,654     $   5,184

Net Income (Loss)        $ (31,297)    $ (44,906)    $ (43,496)    $ (89,091)

Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $   (3.60)    $   (5.16)    $   (5.00)    $  (10.23)

Series 6
Year 2006                Quarter 1     Quarter 2     Quarter 3     Quarter 4
                         6/30/2005     9/30/2005     12/31/2005     3/31/2006

Total Revenues           $  10,190     $   4,677     $   3,503     $   7,984

Net Income (Loss)        $ (36,442)    $ (43,655)    $ 172,237     $(434,398)

Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $   (3.57)    $   (4.28)    $    8.75     $  (42.99)

Series 2 - 6
Year 2006                Quarter 1     Quarter 2     Quarter 3     Quarter 4
                         6/30/2005     9/30/2005     12/31/2005     3/31/2006

Total Revenues           $  41,127     $  22,924     $  10,676      $  23,043

Net Income (Loss)        $(142,330)    $(197,748)    $  40,569      $(654,520)

 

NOTE 8 - SUBSEQUENT EVENTS:

Series 2

   Subsequent to the March 31, 2007 year-end Gateway sold its Project Partnership investment in Rolling Oaks II Apartments.  Gateway realized approximately $55,000 in net proceeds or approximately $8.96 per beneficial assignee certificate from this sale transaction which will be distributed to the Series 2 Assignees in the 2^nd quarter of fiscal year 2008.

 

Donald W. Causey & Associates, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE: 256-543-3707
FAX: 256-543-9800

                                              INDEPENDENT AUDITORS' REPORT
                                            --------------------------------

To the Partners
Meadowcrest Apartments Ltd.
Luverne, Alabama

We have audited the accompanying balance sheets of Meadowcrest Apartments, Ltd., a limited partnership, as of December 31, 2004 and 2003, and the related statements of operations, partners' deficit and cash flows for the years then ended.  These financial statements are the responsibility of the partnership's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted the audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that the audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Meadowcrest Apartments, Ltd., as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplemental information on pages 10 and 11 is presented for purposes of additional analysis and is not a required part of the basic financial statements.  Such information has been subjected to the audit procedures applied in the audit of the basic financial statements and, in our opinion is fairly stated in all material respects in relation to the basic financial statements taken as a whole.


/s/ Donald W. Causey & Associates, P.C.
Certified Public Accountants
Gadsden, Alabama
February 27, 2005

Item 9.  Changes in and disagreements with Accountants on Accounting and Financial Disclosures.

  None.

Item 9A.  Controls and Procedures

   As of the end of the period covered by this report, under the supervision and with the participation of Gateway's management, including the chief executive and chief financial officers of Gateway's Managing General Partner, an evaluation of the effectiveness of Gateway's disclosure controls and procedures (as defined in Rule 13a-14(c) under the Securities and Exchange Act of 1934) was performed.  Based on this evaluation, such officers have concluded that Gateway's disclosure controls and procedures were effective as of the date of that evaluation in alerting them in a timely manner to material information relating to Gateway required to be included in this report and Gateway's other reports that it files or submits under the Securities Exchange Act of 1934.  There were no significant changes in Gateway's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

Item 9a(T).  Controls and Procedures

  Not applicable to Gateway's annual report for fiscal year ended March 31, 2007.

Item 9B.  Other Information

  None.

 

PART III

Item 10. Directors and Executive Officers of Gateway

   Gateway has no directors or executive officers.  Gateway's affairs are managed and controlled by the Managing General Partner.  Certain information concerning the directors and officers of the Managing General Partner are set forth below.

Raymond James Tax Credit Funds, Inc. - Managing General Partner

   Raymond James Tax Credit Funds, Inc. is the Managing General Partner and is responsible for decisions pertaining to the acquisition and sale of Gateway's interests in the Project Partnerships and other matters related to the business operations of Gateway.  Certain officers and the directors of the Managing General Partner are as follows:

   Ronald M. Diner, age 63, is President and a Director.  He is a Senior Vice President of Raymond James & Associates, Inc., with whom he has been employed since June 1983.  Mr. Diner received an MBA degree from Columbia University (1968) and a BS degree from Trinity College (1966).  Prior to joining Raymond James & Associates, Inc., he managed the broker-dealer activities of Pittway Real Estate, Inc., a real estate development firm.  He was previously a loan officer at Marine Midland Realty Credit Corp., and spent three years with Common, Dann & Co., a New York regional investment firm.  He has served as a member of the Board of Directors of the Council for Rural Housing and Development, a national organization of developers, managers and syndicators of properties developed under the RECD Section 515 program, and is a member of the Board of Directors of the Florida Council for Rural Housing and Development.  Mr. Diner  has been a speaker and panel member at state and national seminars relating to the low-income housing credit.

   J. Davenport Mosby III, age 51, is a Vice President and a Director.  He is a Senior Managing Director of Raymond James & Associates, Inc. which he joined in 1982.  Mr. Mosby received an MBA from the Harvard Business School (1982).  He graduated magna cum laude with a BA from Vanderbilt University where he was elected to Phi Beta Kappa.

   Raymond James Tax Credit Funds, Inc. is a wholly owned subsidiary of Raymond James Financial, Inc. ("RJF").  RJF has adopted a Business Ethics and Corporate Policy that is applicable to the officers and employees of Raymond James Tax Credit Funds, Inc., the Managing General Partner of Gateway.  That policy is posted on RJF's Internet website Raymond James dot com under About Our Company" --- Investor Relations --- Corporate Governance --- Employee Code of Ethics.

Raymond James Partners, Inc. -

   Raymond James Partners, Inc. was formed to act as the general partner, with affiliated corporations, in limited partnerships sponsored by Raymond James Financial, Inc.

   Information regarding the officers and directors of Raymond James Partners, Inc. is included on pages 58 and 59 of the Prospectus under the section captioned "Management" (consisting of pages 56 through 59 of the Prospectus) which is incorporated herein by reference.

Item 11. Executive Compensation

   Gateway has no directors or officers.

Item 12. Security Ownership of Certain Beneficial Owners and Management

   Neither of the General Partners nor their directors and officers own any units of the outstanding securities of Gateway as of March 31, 2007.

   Gateway is a Limited Partnership and therefore does not have voting shares of stock.  To the knowledge of Gateway, no person owns of record or beneficially, more than 5% of Gateway's outstanding units.

Item 13. Certain Relationships and Related Transactions and Director Independence

   Gateway has no officers or directors.  However, various kinds of compensation and fees are payable to the General Partners and their affiliates during the organization and operations of Gateway.  Additionally, the General Partners will receive distributions from Gateway if there is cash available for distribution or residual proceeds as defined in the Partnership Agreement.  The amounts and kinds of compensation and fees are described on pages 15 to 18 of the Prospectus under the caption "Management Compensation", which is incorporated herein by reference.  See Note 4 of Notes to Financial Statements in Item 8 of this Second Amended Annual Report on Form 10-K/A-2 for amounts accrued or paid to the General Partners and their affiliates during the years ended March 31, 2007, 2006, and 2005.

 

   The Payable to General Partners primarily represents the asset management fees owed to the General Partners at the end of the period.  It is unsecured, due on demand and, in accordance with the limited partnership agreement, non-interest bearing.  Within the next 12 months, the Managing General Partner does not intend to demand payment on the portion of Asset Management Fees payable classified as long-term on the Balance Sheet.

   For the years ended March 31, 2007, 2006 and 2005 the General Partners and affiliates are entitled to compensation and reimbursement for costs and expenses incurred by Gateway as follows:

   Asset Management Fee - The Managing General Partner is entitled to be paid an annual asset management fee equal to 0.25% of the aggregate cost of Gateway's interest in the projects owned by the Project Partnerships.  The asset management fee will be paid only after all other expenses of Gateway have been paid.  These fees are included in the Statements of Operations.

	2007 ----	2006 ----	2005 ----
Series 2	$  67,315	$  67,609	$  67,609
Series 3	58,055	62,716	62,717
Series 4	74,671	77,205	77,205
Series 5	92,287	92,722	92,722
Series 6	101,242 ---------	101,592 ---------	104,509 ---------
Total	$ 393,570 =========	$ 401,844 =========	$ 404,762 =========

   General and Administrative Expenses - The Managing General Partner is reimbursed for general and administrative expenses of Gateway on an accountable basis.  This expense is included in the Statements of Operations.

	2007 ----	2006 ----	2005 ----
Series 2	$  61,537	$  47,681	$  32,074
Series 3	63,702	49,848	33,531
Series 4	81,118	62,853	42,279
Series 5	97,901	77,443	52,484
Series 6	103,495 ---------	81,777 ---------	55,400 ---------
Total	$ 407,753	$ 319,602	$ 215,768
	=========	=========	=========

   Total unpaid asset management fees and administrative expenses payable to the General Partners, which are included on the Balance Sheet as of March 31, 2007 and 2006 are as follows:

	March 31, 2007 --------------	March 31, 2006 --------------
Series 2	$  715,273	$  647,557
Series 3	606,565	546,061
Series 4	782,789	706,659
Series 5	682,447	589,347
Series 6	1,013,609  -----------	912,027  -----------
Total	$3,800,683  ===========	$3,401,651  ===========

Item 14.  Principal Accounting Fees & Services

   Audit Fees

   The aggregate fees billed by Gateway's principal accounting firm, Reznick Group, P.C., for professional services rendered for the audit of the annual financial statements and review of financial statements included in the Gateway's quarterly report on Form 10-Q was $50,000 and $40,000 for the years ended March 31, 2007 and 2006, respectively.  The aggregate fees incurred by Gateway's former principal accounting firm, Spence, Marston, Bunch, Morris and Co., totaled $2,000 for the year ended March 31, 2007 for services pertaining to prior years audit reports and $1,750 during fiscal year 2006 for review of certain quarterly reports on Form 10-Q.

   Tax Fees

   During fiscal 2007 and 2006, Spence, Marston, Bunch, Morris and Co. was engaged to prepare Gateway's federal tax return, for which they billed $9,000 and $7,000 for 2007 and 2006, respectively.

 

  Other Fees

   The two members of Raymond James Tax Credit Funds, Inc. Board of Directors, Ronald M. Diner and J. Davenport Mosby III also serve as the members of the Audit Committee on behalf of Gateway.  The audit committee charter requires that the committee approve the engagement of the principal accounting firm prior to the rendering of any audit or non-audit services. During fiscal 2007, 100% of the audit related and other services and 100% of the tax services were pre-approved by the Audit Committee.

PART IV

Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

a.(1) Financial Statements

  (2) Financial Statement Schedules -

   Schedule III - Real Estate and Accumulated Depreciation of Property Owned by Project Partnerships

   Schedule IV - Mortgage loans on real estate

   All other schedules are omitted because they are not applicable or not required, or because the required information is shown either in the financial statements or in the notes thereto.

   (3) Exhibit Listing

Exhibit
Number   Description
3.1      Amended Certificate of Limited Partnership of Gateway Tax Credit Fund, Ltd. (Filed as          
         an Exhibit to Registration Statement on Form S-11, File No. 33-31821 and incorporated          
         herein by reference.)
4.1      The form of Partnership Agreement of the Partnership (included as Exhibit "A" to the          
         Prospectus, File No. 33-31821, and incorporated herein by reference.)
23       The consent of Reznick Group, P.C. (Filed herewith.)
23       The consent of Spence, Marston, Bunch, Morris & Co. (Filed herewith.)
31.1     Certification required by Rule 15d-14(a).(Filed herewith.)
31.2     Certification required by Rule 15d-14(a).(Filed herewith.)
32       Certification required by Rule 15d-14(b).(Filed herewith.)

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006

SERIES 2

Apartment Properties Partnership -----------	Location --------	# of Units ----------	Mortgage Loan Balance -------------
Claxton Elderly Deerfield II Hartwell Family Cherrytree Apts. Springwood Apts. Lakeshore Apts. Lewiston Charleston Sallisaw II Pocola Inverness Club Pearson Elderly Richland Elderly Lake Park Woodland Terrace Mt. Vernon Elderly Lakeland Elderly Prairie Apartments Sylacauga Heritage Manchester Housing Durango C.W.W. Columbus Sr.	Claxton, GA Douglas, GA Hartwell, GA Albion, PA Westfield, NY Tuskegee, AL Lewiston, NY Charleston, AR Sallisaw, OK Pocola, OK Inverness, FL Pearson, GA Richland, GA Lake Park, GA Waynesboro, GA Mt. Vernon, GA Lakeland, GA Eagle Butte, SD Sylacauga, AL Manchester, GA Durango, CO Columbus, KS	24 24 24 33 32 34 25 32 47 36 72 25 34 48 30 21 29 21 44 49 24 16	642,668 685,046 688,430 1,171,645 1,222,313 1,028,943 977,060 822,721 1,168,971 964,101 2,920,262 604,276 846,957 1,451,303 866,842 560,309 760,210 953,728 1,353,436 1,421,548 1,013,039 426,278
			------------
			$ 22,550,086
			============

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006

SERIES 2

Apartment Properties	Cost At Acquisition --------------------
Partnership -----------	Land ----	Buildings, Improvements and Equipment -------------	Net Improvements Capitalized Subsequent to Acquisition ----------------
Claxton Elderly Deerfield II Hartwell Family Cherrytree Apts. Springwood Apts. Lakeshore Apts. Lewiston Charleston Sallisaw II Pocola Inverness Club Pearson Elderly Richland Elderly Lake Park Woodland Terrace Mt. Vernon Elderly Lakeland Elderly Prairie Apartments Sylacauga Heritage Manchester Housing Durango C.W.W. Columbus Sr.	$   33,400 33,600 22,700 62,000 21,500 28,600 38,400 16,000 37,500 22,500 205,500 15,000 31,500 88,000 36,400 21,750 28,000 66,500 66,080 36,000 140,250 64,373	$   766,138 820,962 836,998 1,376,297 1,451,283 1,238,749 1,178,185 1,060,098 1,480,089 1,223,370 3,111,565 767,590 1,027,512 1,710,725 1,047,107 680,437 930,574 1,150,214 1,648,081 1,746,076 1,123,454 444,257	9,094 0 0 27,810 95,730 37,108 17,350 0 0 0 179,759 (1,130) (1,141) (4,183) (1,315) (1,252) (2,760) 184,702 68,356 (462) 113,814 33,424
	-----------	------------	-----------
	$1,115,553	$26,819,761	$  754,904
	===========	============	===========

 

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006

SERIES 2

Apartment Properties	Gross Amount At Which Carried At December 31, 2006 --------------------
Partnership -----------	Land ----	Buildings, Improvements and Equipment -------------	Total -----
Claxton Elderly Deerfield II Hartwell Family Cherrytree Apts. Springwood Apts. Lakeshore Apts. Lewiston Charleston Sallisaw II Pocola Inverness Club Pearson Elderly Richland Elderly Lake Park Woodland Terrace Mt. Vernon Elderly Lakeland Elderly Prairie Apartments Sylacauga Heritage Manchester Housing Durango C.W.W. Columbus Sr.	33,400 33,600 22,700 70,041 28,520 33,414 38,400 16,000 37,500 22,500 205,500 15,000 31,500 88,000 36,400 21,750 28,000 109,044 69,475 36,000 140,250 71,440	775,232 820,962 836,998 1,396,066 1,539,993 1,271,043 1,195,535 1,060,098 1,480,089 1,223,370 3,291,324 766,460 1,026,371 1,706,542 1,045,792 679,185 927,814 1,292,372 1,713,042 1,745,614 1,237,268 470,614	808,632 854,562 859,698 1,466,107 1,568,513 1,304,457 1,233,935 1,076,098 1,517,589 1,245,870 3,496,824 781,460 1,057,871 1,794,542 1,082,192 700,935 955,814 1,401,416 1,782,517 1,781,614 1,377,518 542,054
	-----------	------------	------------
	$1,188,434	$27,501,784	$28,690,218
	===========	============	============

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006

SERIES 2

Apartment Properties Partnership -----------	Accumulated Depreciation ------------------------	Depreciable Life ----------------
Claxton Elderly Deerfield II Hartwell Family Cherrytree Apts. Springwood Apts. Lakeshore Apts. Lewiston Charleston Sallisaw II Pocola Inverness Club Pearson Elderly Richland Elderly Lake Park Woodland Terrace Mt. Vernon Elderly Lakeland Elderly Prairie Apartments Sylacauga Heritage Manchester Housing Durango C.W.W. Columbus Sr.	458,423 490,069 502,073 579,280 664,438 548,401 486,589 703,532 960,847 728,188 1,874,969 420,042 556,884 960,642 571,649 372,885 504,626 603,947 743,932 937,815 520,173 320,413	5-27.5 5-27.5 5-27.5 5-27.5 5-40 5-40 5-40 5-25 5-25 5-27.5 5-27.5 5-30 5-30 5-30 5-30 5-30 5-30 5-40 5-40 5-30 5-40 5-27.5
	-----------
	$14,509,817
	===========

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006

SERIES 3

Apartment Properties Partnership -----------	Location --------	# of Units ----------	Mortgage Loan Balance -------------
Poteau II Sallisaw Nowata Properties Waldron Properties Roland II Stilwell Hornellsville Sunchase II CE McKinley II Weston Apartments Countrywood Apts. Wildwood Apts. Hancock Hopkins Elkhart Apts. Heritage Villas Logansport Seniors	Poteau, OK Sallisaw, OK Oolagah, OK Waldron, AR Roland, OK Stilwell, OK Arkport, NY Watertown, SD Rising Sun, MD Weston, AL Centreville, AL Pineville, LA Hawesville, KY Madisonville, KY Elkhart, TX Helena, GA Logansport, LA	52 52 32 24 52 48 24 41 16 10 40 28 12 24 54 25 32	1,262,905 1,282,190 837,803 623,604 1,279,965 1,161,938 871,568 1,176,774 551,354 266,943 1,166,581 829,462 342,931 710,649 1,078,853 662,032 1,118,560
			------------
			$15,224,112
			============

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006

SERIES 3

Apartment Properties	Cost At Acquisition --------------------
Partnership -----------	Land ----	Buildings, Improvements and Equipment -------------	Net Improvements Capitalized Subsequent to Acquisition ----------------
Poteau II Sallisaw Nowata Properties Waldron Properties Roland II Stilwell Hornellsville Sunchase II CE McKinley II Weston Apartments Countrywood Apts. Wildwood Apts. Hancock Hopkins Elkhart Apts. Heritage Villas Logansport Seniors	76,827 70,000 45,500 26,000 70,000 37,500 41,225 113,115 11,762 0 55,750 48,000 20,700 43,581 35,985 21,840 27,621	1,712,321 1,674,103 1,102,984 834,273 1,734,010 1,560,201 1,018,523 1,198,373 745,635 339,144 1,447,439 1,018,897 419,725 885,087 1,361,096 801,128 1,058,773	0 0 0 0 0 0 110,568 168,631 91,265 8,433 118,356 39,791 0 (1,412) 293,428 1,791 298,357
	-----------	------------	------------
	$  745,406	$18,911,712	$1,129,208
	===========	============	============

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006

SERIES 3

Apartment Properties	Gross Amount At Which Carried At December 31, 2006 --------------------
Partnership -----------	Land ----	Buildings, Improvements and Equipment -------------	Total -----
Poteau II Sallisaw Nowata Properties Waldron Properties Roland II Stilwell Hornellsville Sunchase II CE McKinley II Weston Apartments Countrywood Apts. Wildwood Apts. Hancock Hopkins Elkhart Apts. Heritage Villas Logansport Seniors	76,827 70,000 45,500 26,000 70,000 37,500 41,225 120,858 11,749 0 59,940 48,000 20,700 43,581 23,378 21,840 27,621	1,712,321 1,674,103 1,102,984 834,273 1,734,010 1,560,201 1,129,091 1,359,261 836,913 347,577 1,561,605 1,058,688 419,725 883,675 1,667,131 802,919 1,357,130	1,789,148 1,744,103 1,148,484 860,273 1,804,010 1,597,701 1,170,316 1,480,119 848,662 347,577 1,621,545 1,106,688 440,425 927,256 1,690,509 824,759 1,384,751
	-----------	------------	------------
	$  744,719	$20,041,607	$20,786,326
	===========	============	============

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006

SERIES 3

Partnership -----------	Accumulated Depreciation ------------------------	Depreciable Life ----------------
Poteau II Sallisaw Nowata Properties Waldron Properties Roland II Stilwell Hornellsville Sunchase II CE McKinley II Weston Apartments Countrywood Apts. Wildwood Apts. Hancock Hopkins Elkhart Apts. Heritage Villas Logansport Seniors	1,269,111 1,209,986 789,301 597,487 1,278,342 1,142,120 745,698 688,186 552,509 235,932 1,009,690 642,312 249,424 525,139 1,039,014 444,483 523,169	5-25 5-25 5-25 5-25 5-25 5-25 5-27.5 5-40 5-27.5 5-27.5 5-27.5 5-30 5-27.5 5-27.5 5-25 5-30 5-40
	-----------
	$12,941,903
	===========

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006

SERIES 4

Apartment Properties Partnership -----------	Location --------	# of Units ----------	Mortgage Loan Balance -------------
Seneca Apartments Eudora Senior Westville Wellsville Senior Stilwell II Spring Hill Senior Tarpon Heights Oaks Apartments Wynnwood Common Chestnut Apartments St. George Williston Brackettville Sr. Sonora Seniors Ozona Seniors Fredericksburg Sr. St. Joseph Courtyard Rural Development Jasper Villas Jonesville Manor Norton Green Timpson Seniors Piedmont S.F. Arkansas City	Seneca, MO Eudora, KS Westville, OK Wellsville, KS Stilwell, OK Spring Hill, KS Galliano, LA Oakdale, LA Fairchance, PA Howard, SD St. George, SC Williston, SC Brackettville, TX Sonora, TX Ozona, TX Fredericksburg, TX St. Joseph, IL Huron, SD Ashland, ME Jasper, AR Jonesville, VA Norton, VA Timpson, TX Barnesville, GA  Arkansas City, KS	24 36 36 24 52 24 48 32 34 24 24 24 32 32 24 48 24 21 25 25 40 40 28 36 12	595,304 937,429 839,986 633,441 1,259,978 681,038 1,372,818 796,106 1,340,852 836,165 735,713 781,078 804,278 824,492 617,690 1,177,484 809,871 696,321 1,180,721 839,945 1,320,675 1,311,765 658,399 1,018,623 335,627
			------------
			$22,405,799
			============

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006

SERIES 4

Apartment Properties	Cost At Acquisition --------------------
Partnership -----------	Land ----	Buildings, Improvements and Equipment -------------	Net Improvements Capitalized Subsequent to Acquisition ----------------
Seneca Apartments Eudora Senior Westville Wellsville Senior Stilwell II Spring Hill Senior Tarpon Heights Oaks Apartments Wynnwood Common Chestnut Apartments St. George Williston Brackettville Sr. Sonora Seniors Ozona Seniors Fredericksburg Sr. St. Joseph Courtyard Rural Development Jasper Villas Jonesville Manor Norton Green Timpson Seniors Piedmont S.F. Arkansas City	76,212 50,000 27,560 38,000 30,000 49,800 85,000 42,000 68,000 57,200 22,600 25,000 28,600 51,000 40,000 45,000 28,000 24,500 38,200 27,000 100,000 120,000 13,500 29,500 16,800	640,702 1,207,482 1,074,126 772,971 1,627,974 986,569 1,408,434 989,522 1,578,814 977,493 915,400 959,345 963,366 962,315 719,843 1,357,563 940,580 810,110 1,361,892 1,067,890 1,578,135 1,535,373 802,416 1,259,547 395,228	104,215 32,661 0 (1) 0 0 769,580 500,637 78,648 44,989 1,018 5,681 50,297 33,717 42,246 41,689 8,303 51,699 28,911 28,096 106,294 173,477 0 0 0
	-----------	------------	------------
	$1,133,472	$26,893,090	$2,102,157
	===========	============	============

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006

SERIES 4

Apartment Properties	Gross Amount At Which Carried At December 31, 2006 --------------------
Partnership -----------	Land ----	Buildings, Improvements and Equipment -------------	Total -----
Seneca Apartments Eudora Senior Westville Wellsville Senior Stilwell II Spring Hill Senior Tarpon Heights Oaks Apartments Wynnwood Common Chestnut Apartments St. George Williston Brackettville Sr. Sonora Seniors Ozona Seniors Fredericksburg Sr. St. Joseph Courtyard Rural Development Jasper Villas Jonesville Manor Norton Green Timpson Seniors Piedmont S.F. Arkansas City	79,386 64,278 27,560 38,000 30,000 49,800 85,000 42,000 118,004 63,800 22,600 25,000 28,600 51,000 40,000 45,000 28,000 29,471 38,200 27,000 100,000 120,000 13,500 29,500 16,800	741,743 1,225,865 1,074,126 772,970 1,627,974 986,569 2,178,014 1,490,159 1,607,458 1,015,882 916,418 965,026 1,013,663 996,032 762,089 1,399,252 948,883 856,838 1,390,803 1,095,986 1,684,429 1,708,850 802,416 1,259,547 395,228	821,129 1,290,143 1,101,686 810,970 1,657,974 1,036,369 2,263,014 1,532,159 1,725,462 1,079,682 939,018 990,026 1,042,263 1,047,032 802,089 1,444,252 976,883 886,309 1,429,003 1,122,986 1,784,429 1,828,850 815,916 1,289,047 412,028
	-----------	------------	------------
	$1,212,499	$28,916,220	$30,128,719
	===========	============	============

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006

SERIES 4

Apartment Properties Partnership -----------	Accumulated Depreciation ------------------------	Depreciable Life ----------------
Seneca Apartments Eudora Senior Westville Wellsville Senior Stilwell II Spring Hill Senior Tarpon Heights Oaks Apartments Wynnwood Common Chestnut Apartments St. George Williston Brackettville Sr. Sonora Seniors Ozona Seniors Fredericksburg Sr. St. Joseph Courtyard Rural Development Jasper Villas Jonesville Manor Norton Green Timpson Seniors Piedmont S.F. Arkansas City	482,149 717,244 637,120 460,362 966,190 647,577 697,720 522,580 690,067 492,323 570,360 577,841 374,633 389,006 283,335 534,879 565,659 497,981 851,412 457,025 985,499 1,026,842 333,713 560,942 234,664	5-27.5 5-27.5 5-27.5 5-25 5-27.5 5-25 5-40 5-40 5-40 5-40 5-27.5 5-27.5 5-40 5-40 5-40 5-40 5-27.5 5-27.5 5-27.5 5-40 5-27.5 5-27.5 5-40 5-27.5 5-27.5
	-----------
	$14,557,123
	===========

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006

SERIES 5

Apartment Properties Partnership -----------	Location --------	# of Units ----------	Mortgage Loan Balance -------------
Seymour Effingham S.F. Winfield S.F. Medicine Lodge S.F. Ottawa S.F. Concordia Carrollton Club Scarlett Oaks Brooks Hill Greensboro Greensboro II Pine Terrace Shellman Blackshear Crisp Properties Crawford Yorkshire Woodcrest Fox Ridge Redmont II Clayton Alma Pemberton Village Magic Circle Spring Hill Menard Retirement Wallis Housing Zapata Housing Mill Creek Portland II Georgetown Cloverdale S. Timber Ridge Pineville Ravenwood	Seymour, IN Effingham, IL Winfield, KS Medicine Lodge, KS Ottawa, KS Concordia, KS Carrollton, GA Lexington, SC Ellijay, GA Greensboro, GA Greensboro, GA Wrightsville, GA Shellman, GA Cordele, GA Cordele, GA Crawford, GA Wagoner, OK South Boston, VA Russellville, AL Red Bay, AL Clayton, OK Alma, AR Hiawatha, KS Eureka, KS Spring Hill, KS Menard, TX Wallis, TX Zapata, TX Grove, OK Portland, IN Georgetown, OH Chandler, TX Cloverdale, IN Pineville, MO Americus, GA	37 24 12 16 24 20 78 40 44 24 32 24 27 46 31 25 60 40 24 24 24 24 24 24 36 24 24 40 60 20 24 24 44 12 24	1,208,960 786,073 327,812 446,851 562,545 548,664 2,615,056 1,357,065 1,428,626 714,573 878,253 710,115 721,748 1,290,416 910,271 727,680 2,035,490 1,239,859 720,474 680,279 653,073 717,627 624,409 640,033 1,101,039 614,238 383,337 955,915 1,400,753 569,662 724,248 741,553 1,041,693 312,642 708,808
			------------
			$31,099,840
			============

 

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006

SERIES 5

Apartment Properties	Cost At Acquisition -------------------
Partnership -----------	Land ----	Buildings, Improvements and Equipment -------------	Net Improvements Capitalized Subsequent to Acquisition ----------------
Seymour Effingham S.F. Winfield S.F. Medicine Lodge S.F. Ottawa S.F. Concordia Carrollton Club Scarlett Oaks Brooks Hill Greensboro Greensboro II Pine Terrace Shellman Blackshear Crisp Properties Crawford Yorkshire Woodcrest Fox Ridge Redmont II Clayton Alma Pemberton Village Magic Circle Spring Hill Menard Retirement Wallis Housing Zapata Housing Mill Creek Portland II Georgetown Cloverdale S. Timber Ridge Pineville Ravenwood	$   59,500 38,500 18,000 21,600 25,200 28,000 248,067 44,475 0 15,930 21,330 14,700 13,500 60,000 48,000 16,600 100,000 70,000 39,781 25,000 35,600 45,000 12,020 22,660 70,868 21,000 13,900 44,000 28,000 43,102 0 40,000 43,705 59,661 14,300	$ 1,452,557 940,327 382,920 542,959 687,929 658,961 722,560 992,158 214,335 61,495 92,063 196,071 512,531 413,143 578,709 187,812 2,212,045 842,335 848,996 814,432 835,930 912,710 767,228 749,504 1,318,926 721,251 553,230 1,120,538 414,429 410,683 149,483 583,115 1,233,570 328,468 873,596	5,645 1,790 1,482 8,365 19,213 8,947 2,247,274 654,881 1,545,898 788,834 975,271 675,563 375,617 1,129,290 502,075 703,300 345,882 720,079 1,164 1,164 0 0 (2,523) 51,479 59,584 16,885 11,203 78,580 1,299,240 363,593 847,122 395,597 70,311 45,851 13,100
	-----------	------------	------------
	$1,401,999	$24,326,999	$13,961,756
	===========	============	============

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006

SERIES 5

Apartment Properties	Gross Amount At Which Carried At December 31, 2006 --------------------
Partnership -----------	Land ----	Buildings, Improvements and Equipment -------------	Total -----
Seymour Effingham S.F. Winfield S.F. Medicine Lodge S.F. Ottawa S.F. Concordia Carrollton Club Scarlett Oaks Brooks Hill Greensboro Greensboro II Pine Terrace Shellman Blackshear Crisp Properties Crawford Yorkshire Woodcrest Fox Ridge Redmont II Clayton Alma Pemberton Village Magic Circle Spring Hill Menard Retirement Wallis Housing Zapata Housing Mill Creek Portland II Georgetown Cloverdale S. Timber Ridge Pineville Ravenwood	59,500 38,500 18,000 21,600 25,200 28,000 248,068 55,575 84,582 15,930 16,845 14,700 13,500 60,000 48,000 16,600 119,888 70,000 39,781 25,000 35,600 45,000 12,020 22,660 70,868 21,000 97,313 46,323 28,000 15,000 50,393 40,000 33,300 61,056 14,300	1,458,202 942,117 384,402 551,324 707,142 667,908 2,969,833 1,635,939 1,675,651 850,329 1,071,819 871,634 888,148 1,542,433 1,080,784 891,112 2,538,039 1,562,414 850,160 815,596 835,930 912,710 764,705 800,983 1,378,510 738,136 481,020 1,196,795 1,713,669 802,378 946,212 978,712 1,314,286 372,924 886,696	1,517,702 980,617 402,402 572,924 732,342 695,908 3,217,901 1,691,514 1,760,233 866,259 1,088,664 886,334 901,648 1,602,433 1,128,784 907,712 2,657,927 1,632,414 889,941 840,596 871,530 957,710 776,725 823,643 1,449,378 759,136 578,333 1,243,118 1,741,669 817,378 996,605 1,018,712 1,347,586 433,980 900,996
	-----------	------------	------------
	$1,612,102	$38,078,652	$39,690,754
	===========	============	============

 

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006

SERIES 5

Partnership -----------	Accumulated Depreciation ------------------------	Depreciable Life ----------------
Seymour Effingham S.F. Winfield S.F. Medicine Lodge S.F. Ottawa S.F. Concordia Carrollton Club Scarlett Oaks Brooks Hill Greensboro Greensboro II Pine Terrace Shellman Blackshear Crisp Properties Crawford Yorkshire Woodcrest Fox Ridge Redmont II Clayton Alma Pemberton Village Magic Circle Spring Hill Menard Retirement Wallis Housing Zapata Housing Mill Creek Portland II Georgetown Cloverdale S. Timber Ridge Pineville Ravenwood	849,073 543,560 229,861 297,309 418,757 399,101 1,565,986 839,647 872,160 420,069 529,269 452,758 458,931 770,896 553,172 451,808 851,765 577,534 294,508 285,315 476,064 571,700 438,270 450,052 839,876 230,712 299,902 441,762 1,043,730 372,047 418,687 573,076 789,778 245,206 339,788	5-27.5 5-27.5 5-27.5 5-27.5 5-27.5 5-27.5 5-27.5 5-27.5 5-27.5 5-30 5-30 5-30 5-30 5-30 5-30 5-30 5-50 5-40 5-50 5-50 5-27.5 5-25 5-27.5 5-27.5 5-25 5-30 5-30 5-27.5 5-25 5-27.5 5-50 5-27.5 5-25 5-27.5 5-27.5
	-----------
	$19,192,129
	===========

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006

SERIES 6

Apartment Properties Partnership -----------	Location --------	# of Units ----------	Mortgage Loan Balance -------------
Spruce Shannon Apartments Carthage Coal City Blacksburg Terrace Frazier Ehrhardt Sinton Frankston Flagler Beach Oak Ridge Monett Arma Southwest City Meadowcrest Parsons Newport Village Goodwater Falls Northfield Station Pleasant Hill Square Winter Park Cornell Heritage Drive S. Brodhead Mt. Village Hazelhurst Sunrise Stony Creek Logan Place Haines Maple Wood Summerhill Dorchester Lancaster Autumn Village Hardy Dawson	Pierre, SD O'Neill, NE Carthage, MO Coal City, IL Blacksburg, SC Smyrna, DE Ehrhardt, SC Sinton, TX Frankston, TX Flagler Beach, FL Williamsburg, KY Monett, MO Arma, KS Southwest City, MO Luverne, AL Parsons, KS Newport, TN Jenkins, KY Corbin, KY Somerset, KY Mitchell, SD Watertown, SD Jacksonville, TX Brodhead, KY Mt. Vernon, KY Hazlehurst, MS Yankton, SD Hooversville, PA Logan, OH Haines, AK Barbourville, KY Gassville, AR St. George, SC Mountain View, AR Harrison, AR Hardy, AR Dawson, GA	24 16 24 24 32 30 16 32 24 43 24 32 28 12 32 48 40 36 24 24 24 24 40 24 24 32 33 32 40 32 24 28 12 33 16 25 40	895,639 524,129 557,262 956,195 1,061,228 1,440,715 548,717 831,957 549,052 1,375,503 794,786 770,981 703,434 311,685 984,894 1,230,818 1,271,276 1,067,565 781,074 762,826 980,840 851,801 961,118 769,501 767,537 939,949 1,137,508 1,313,314 1,227,319 2,335,876 778,941 1,167,891 453,569 1,066,724 112,696 272,603 1,160,429
			------------
			$33,717,352
			============

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006

SERIES 6

Apartment Properties	Cost At Acquisition --------------------
Partnership -----------	Land ----	Buildings, Improvements and Equipment -------------	Net Improvements Capitalized Subsequent to Acquisition ----------------
Spruce Shannon Apartments Carthage Coal City Blacksburg Terrace Frazier Ehrhardt Sinton Frankston Flagler Beach Oak Ridge Monett Arma Southwest City Meadowcrest Parsons Newport Village Goodwater Falls Northfield Station Pleasant Hill Square Winter Park Cornell Heritage Drive S. Brodhead Mt. Village Hazelhurst Sunrise Stony Creek Logan Place Haines Maple Wood Summerhill Dorchester Lancaster Autumn Village Hardy Dawson	$  60,040 5,000 115,814 60,055 39,930 51,665 9,020 42,103 30,000 118,575 40,000 170,229 85,512 67,303 72,500 49,780 61,350 32,000 44,250 35,000 95,000 32,000 44,247 21,600 55,000 60,000 90,000 0 39,300 189,323 79,000 23,000 13,000 37,500 20,000 0 40,000	$   108,772 94,494 578,597 1,121,477 1,278,860 1,619,209 671,750 985,010 639,068 1,534,541 995,782 782,795 771,316 319,272 1,130,651 1,483,188 1,470,505 1,142,517 977,220 893,323 1,121,119 1,017,572 1,151,157 932,468 884,596 1,118,734 1,269,252 1,428,656 1,477,527 2,851,953 924,144 788,157 239,455 1,361,272 595,604 473,695 346,569	1,012,714 605,300 80,684 147,091 59,726 5,968 29,111 25,946 7,863 65,560 9,864 81,562 51,666 50,307 35,324 0 146,355 240,461 1,091 33,603 115,612 118,227 39,694 28,620 19,913 11,422 140,341 227,479 10,085 66,487 36,646 508,629 308,553 (11,737) 478 458,294 1,088,404
	-----------	------------	------------
	$2,029,096	$36,580,277	$5,857,343
	===========	============	============

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006

SERIES 6

Apartment Properties	Gross Amount At Which Carried At December 31, 2006
Partnership -----------	Land ----	Buildings, Improvements and Equipment -------------	Total -----
Spruce Shannon Apartments Carthage Coal City Blacksburg Terrace Frazier Ehrhardt Sinton Frankston Flagler Beach Oak Ridge Monett Arma Southwest City Meadowcrest Parsons Newport Village Goodwater Falls Northfield Station Pleasant Hill Square Winter Park Cornell Heritage Drive S. Brodhead Mt. Village Hazelhurst Sunrise Stony Creek Logan Place Haines Maple Wood Summerhill Dorchester Lancaster Autumn Village Hardy Dawson	86,308 21,526 119,404 60,055 39,930 51,665 9,020 42,103 30,000 118,575 40,000 173,663 89,512 88,436 87,700 49,780 61,350 32,000 44,250 29,550 102,494 44,479 37,440 21,600 55,000 60,000 112,363 108,200 39,300 189,323 79,000 23,000 13,000 37,500 20,000 21,250 40,000	1,095,218 683,268 655,691 1,268,568 1,338,586 ,625,177 700,861 1,010,956 646,931 1,600,101 1,005,646 860,923 818,982 348,446 1,150,775 1,483,188 1,616,860 1,382,978 978,311 932,376 1,229,237 1,123,320 1,197,658 961,088 904,509 1,130,156 1,387,230 1,547,935 1,487,612 2,918,440 960,790 1,296,786 548,008 1,349,535 596,082 910,739 1,434,973	1,181,526 704,794 775,095 1,328,623 1,378,516 1,676,842 709,881 1,053,059 676,931 1,718,676 1,045,646 1,034,586 908,494 436,882 1,238,475 1,532,968 1,678,210 1,414,978 1,022,561 961,926 1,331,731 1,167,799 1,235,098 982,688 959,509 1,190,156 1,499,593 1,656,135 1,526,912 3,107,763 1,039,790 1,319,786 561,008 1,387,035 616,082 931,989 1,474,973
	-----------	------------	------------
	$2,278,776	$42,187,940	$44,466,716
	===========	============	============

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006

SERIES 6

Partnership -----------	Accumulated Depreciation ------------------------	Depreciable Life ----------------
Spruce Shannon Apartments Carthage Coal City Blacksburg Terrace Frazier Ehrhardt Sinton Frankston Flagler Beach Oak Ridge Monett Arma Southwest City Meadowcrest Parsons Newport Village Goodwater Falls Northfield Station Pleasant Hill Square Winter Park Cornell Heritage Drive S. Brodhead Mt. Village Hazelhurst Sunrise Stony Creek Logan Place Haines Maple Wood Summerhill Dorchester Lancaster Autumn Village Hardy Dawson	505,609 270,139 464,781 522,742 781,085 946,877 368,322 319,231 201,594 603,132 543,048 585,312 541,583 247,211 461,351 872,507 891,255 536,390 375,895 359,476 566,719 437,100 688,100 356,393 341,545 383,205 728,796 594,626 686,179 1,554,156 525,016 450,681 282,340 545,113 234,279 345,761 479,428	5-30 5-40 5-27.5 5-27.5 5-27.5 5-27.5 5-27.5 5-50 5-30 5-40 5-27.5 5-27.5 5-27.5 5-27.5 5-40 5-27.5 5-27.5 5-27.5 5-27.5 5-27.5 5-40 5-40 5-25 5-40 5-50 5-40 5-27.5 5-27.5 5-27.5 5-27.5 5-27.5 5-27.5 5-27.5 5-40 5-40 5-40 5-40
	-----------
	$19,596,977
	===========

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III

Reconciliation of Land, Building & Improvements current year changes:

SERIES 2

Balance at beginning of period - December 31, 2005  Additions during period:   Acquisitions through foreclosure   Other acquisitions   Improvements, etc.   Other  Deductions during period:   Cost of real estate sold   Other	0  48,934  22,533  0  --------- 0  0  ---------	$28,618,751  71,467  0  ---------
Balance at end of period - December 31, 2006		$28,690,218  ============
Reconciliation of Accumulated Depreciation current year changes: Balance at beginning of period - December 31, 2005   Current year expense   Less Accumulated Depreciation of real estate sold   Prior Year Adjustment	886,431  0  0  ---------	$13,623,386  886,431  ----------
Balance at end of period - December 31, 2006		$ 14,509,817  ===========

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006

GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III

Reconciliation of Land, Building & Improvements current year changes:

SERIES 3

Balance at beginning of period - December 31, 2005  Additions during period:   Acquisitions through foreclosure   Other acquisitions   Improvements, etc.   Other  Deductions during period:   Cost of real estate sold   Other	0  130,599  (70,733) 0  --------- (7,645,116) (2) ---------	$28,371,578  59,866  (7,645,118) ---------
Balance at end of period - December 31, 2006		$20,786,326  ===========
Reconciliation of Accumulated Depreciation current year changes: Balance at beginning of period - December 31, 2005   Current year expense   Less Accumulated Depreciation of real estate sold   Prior Year Adjustment	730,021  (4,123,641) (2) --------		$16,335,525  (3,393,622) ----------
Balance at end of period - December 31, 2006			$12,941,903  ============

 

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III

Reconciliation of Land, Building & Improvements current year changes:

SERIES 4

Balance at beginning of period - December 31, 2005  Additions during period:   Acquisitions through foreclosure   Other acquisitions   Improvements, etc.   Other  Deductions during period:   Cost of real estate sold   Other	0  216,078  (32,540) 0  --------- (4,533,671) (131,410) ---------	$34,610,262  183,538  (4,665,081) -----------
Balance at end of period - December 31, 2006		$30,128,719  =============

Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period - December 31, 2005   Current year expense   Less Accumulated Depreciation of real estate sold   Prior Year Adjustment	1,043,927  (1,796,739) (131,410) ---------	$ 15,441,345  (884,222) ----------
Balance at end of period - December 31, 2006		$14,557,123  ===========

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006

GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III

Reconciliation of Land, Building & Improvements current year changes:

SERIES 5

Balance at beginning of period - December 31, 2005  Additions during period:   Acquisitions through foreclosure   Other acquisitions   Improvements, etc.   Other  Deductions during period:   Cost of real estate sold   Other	0  61,854  1,050  0  --------- 0  0  ---------	$39,627,850  62,904  0  ---------
Balance at end of period - December 31, 2006		$39,690,754  ============

Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period - December 31, 2005   Current year expense   Less Accumulated Depreciation of real estate sold   Prior Year Adjustment	1,220,039  0  48,543  --------	$17,923,547  1,268,582  ----------
Balance at end of period  December 31, 2006		$19,192,129  ============

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN AS OF DECEMBER 31, 2006 GATEWAY TAX CREDIT FUND II LTD. NOTES TO SCHEDULE III Reconciliation of Land, Building & Improvements current year changes: SERIES 6 Balance at beginning of period - December 31, 2005  Additions during period:   Acquisitions through foreclosure   Other acquisitions   Improvements, etc.   Other  Deductions during period:   Cost of real estate sold (Mt. Crest)   Other	0  749,565  13,194  0  --------- 0  0  ---------	$43,703,957  762,759  0  ----------
Balance at end of period - December 31, 2006		$44,466,716  ============

Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period - December 31, 2005   Current year expense   Less Accumulated Depreciation of real estate sold   Prior Year Adjustment	1,303,793  0  (67,448) ----------	$18,360,632  1,236,345  ----------
Balance at end of period - December 31, 2006		$19,596,977  ============

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 2006

SERIES 2

PARTNERSHIP -----------	# OF UNITS ------	BALANCE -------	INTEREST RATE  --------	MONTHLY DEBT  SERVICE --------	TERM (YEARS) ------
Claxton Elderly Deerfield II Hartwell Family Cherrytree Apts. Springwood Apts. Lakeshore Apts. Lewiston Charleston Sallisaw II Pocola Inverness Club Pearson Elderly Richland Elderly Lake Park Woodland Terrace Mt. Vernon Elderly Lakeland Elderly Prairie Apartments Sylacauga Heritage Manchester Housing Durango C.W.W. Columbus Sr.	24 24 24 33 32 34 25 32 47 36 72 25 34 48 30 21 29 21 44 49 24 16	642,668 685,046 688,430 1,171,645 1,222,313 1,028,943 977,060 822,721 1,168,971 964,101 2,920,262 604,276 846,957 1,451,303 866,842 560,309 760,210 953,728 1,353,436 1,421,548 1,013,039 426,278	8.75% 8.75% 8.75% 8.75% 8.75% 8.75% 9.00% 8.75% 8.75% 8.75% 8.75% 9.00% 8.75% 9.00% 8.75% 8.75% 8.75% 9.00% 8.75% 8.75% 9.00% 8.25%	5,883 6,284 5,307 9,011 9,218 7,905 7,720 6,333 8,980 7,407 27,905 4,926 6,517 11,466 6,666 4,309 5,882 7,515 10,536 10,958 7,739 3,102	50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50
		$22,550,086 ===========

SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 2006

SERIES 3

PARTNERSHIP -----------	# OF UNITS ------	BALANCE --------	INTEREST RATE  -------	MONTHLY DEBT  SERVICE -------	TERM  (YEARS) ------
Poteau II Sallisaw Nowata Properties Waldron Properties Roland II Stilwell Hornellsville Sunchase II CE McKinley II Weston Apartments Countrywood Apts. Wildwood Apts. Hancock Hopkins Elkhart Apts. Heritage Villas Logansport Seniors	52 52 32 24 52 48 24 41 16 10 40 28 12 24 54 25 32	1,262,905 1,282,190 837,803 623,604 1,279,965 1,161,938 871,568 1,176,774 551,354 266,943 1,166,581 829,462 342,931 710,649 1,078,853 662,032 1,118,560	9.50% 9.50% 9.50% 9.00% 9.50% 9.50% 9.00% 9.00% 8.75% 9.00% 9.00% 9.50% 9.50% 8.75% 9.00% 8.75% 8.75%	10,682 10,654 6,905 4,950 10,657 9,727 6,927 9,279 5,146 2,131 9,310 6,906 3,119 5,815 9,198 5,110 6,745	50 50 50 50 50 50 50 50 50 50 50 50 50 50 40 50 50
		$15,224,112 ===========

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 2006

SERIES 4

PARTNERSHIP -----------	# OF UNITS -----	BALANCE -------	INTEREST RATE   -------	MONTHLY DEBT  SERVICE -------		TERM  (YEARS) ------
Seneca Apartments Eudora Senior Westville Wellsville Senior Stilwell II Spring Hill Senior Tarpon Heights Oaks Apartments Wynnwood Common Chestnut Apartments St. George Williston Brackettville Sr. Sonora Seniors Ozona Seniors Fredericksburg Sr. St. Joseph Courtyard Rural Development Jasper Villas Jonesville Manor Norton Green Timpson Seniors Piedmont S.F. Arkansas City	24 36 36 24 52 24 48 32 34 24 24 24 32 32 24 48 24 21 25 25 40 40 28 36 12	595,304 937,429 839,986 633,441 1,259,978 681,038 1,372,818 796,106 1,340,852 836,165 735,713 781,078 804,278 824,492 617,690 1,177,484 809,871 696,321 1,180,721 839,945 1,320,675 1,311,765 658,399 1,018,623 335,627	9.00% 8.75% 8.75% 8.75% 8.75% 8.75% 8.75% 9.00% 8.75% 8.75% 8.75% 9.00% 8.75% 8.75% 8.75% 8.75% 9.00% 9.25% 9.25% 8.75% 8.75% 8.75% 8.75% 8.75% 10.62%	4,692 7,269 6,448 4,859 9,672 5,236 9,347 6,663 10,300 6,419 5,677 6,147 6,172 6,337 4,744 9,050 6,379 5,622 9,539 6,450 10,159 10,085 5,058 7,856 3,056	50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50
		$22,405,799 ===========

SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 2006

SERIES 5

PARTNERSHIP -----------	# OF UNITS -----	BALANCE -------	INTEREST RATE   -------	MONTHLY DEBT  SERVICE -------	TERM  (YEARS) ------
Seymour Effingham S.F. Winfield S.F. Medicine Lodge S.F. Ottawa S.F. Concordia Carrollton Club Scarlett Oaks Brooks Hill Greensboro Greensboro II Pine Terrace Shellman Blackshear Crisp Properties Crawford Yorkshire Woodcrest Fox Ridge Redmont II Clayton Alma Pemberton Village Magic Circle Spring Hill Menard Retirement Wallis Housing Zapata Housing Mill Creek Portland II Georgetown Cloverdale S. Timber Ridge Pineville Ravenwood	37 24 12 16 24 20 78 40 44 24 32 24 27 46 31 25 60 40 24 24 24 24 24 24 36 24 24 40 60 20 24 24 44 12 24	1,208,960 786,073 327,812 446,851 562,545 548,664 2,615,056 1,357,065 1,428,626 714,573 878,253 710,115 721,748 1,290,416 910,271 727,680 2,035,490 1,239,859 720,474 680,279 653,073 717,627 624,409 640,033 1,101,039 614,238 383,337 955,915 1,400,753 569,662 724,248 741,553 1,041,693 312,642 708,808	8.75% 8.75% 11.37% 10.62% 10.62% 11.87% 7.75% 8.25% 8.25% 7.75% 7.75% 8.25% 8.25% 8.25% 8.25% 8.25% 8.25% 8.25% 9.00% 8.75% 8.25% 8.75% 8.75% 8.75% 8.25% 8.75% 8.75% 8.75% 8.25% 8.75% 8.25% 8.75% 8.75% 8.25% 7.25%	9,346 6,032 3,016 4,049 5,126 5,498 18,064 9,870 10,398 4,937 6,129 5,172 5,264 9,389 6,632 5,302 14,842 9,402 5,673 5,355 4,760 8,018 4,782 4,913 8,018 4,715 3,688 7,377 10,192 4,388 5,265 5,693 7,986 2,318 4,595	50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50
		$31,099,840 ===========

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 2006

SERIES 6

PARTNERSHIP -----------	# OF UNITS -----	BALANCE -------	INTEREST RATE   -------	MONTHLY DEBT  SERVICE -------	TERM  (YEARS) ------
Spruce Shannon Apartments Carthage Coal City Blacksburg Terrace Frazier Ehrhardt Sinton Frankston Flagler Beach Oak Ridge Monett Arma Southwest City Meadowcrest Parsons Newport Village Goodwater Falls Northfield Station Pleasant Hill Square Winter Park Cornell Heritage Drive S. Brodhead Mt. Village Hazelhurst Sunrise Stony Creek Logan Place Haines Maple Wood Summerhill Dorchester Lancaster Autumn Village Hardy Dawson	24 16 24 24 32 30 16 32 24 43 24 32 28 12 32 48 40 36 24 24 24 24 40 24 24 32 33 32 40 32 24 28 12 33 16 25 40	895,639 524,129 557,262 956,195 1,061,228 1,440,715 548,717 831,957 549,052 1,375,503 794,786 770,981 703,434 311,685 984,894 1,230,818 1,271,276 1,067,565 781,074 762,826 980,840 851,801 961,118 769,501 767,537 939,949 1,137,508 1,313,314 1,227,319 2,335,876 778,941 1,167,891 453,569 1,066,724 112,696 272,603 1,160,429	8.75% 8.75% 8.75% 7.75% 8.25% 8.25% 7.75% 8.25% 8.75% 8.25% 8.25% 8.25% 8.75% 8.25% 8.25% 7.75% 7.75% 7.75% 7.75% 7.75% 8.25% 8.25% 8.25% 7.75% 8.25% 8.25% 8.75% 8.75% 8.25% 8.25% 7.75% 8.25% 7.75% 7.75% 7.00% 6.00% 7.25%	6,857 4,014 4,371 6,578 7,738 10,470 3,791 6,063 4,207 9,864 5,800 5,598 5,388 2,271 7,160 8,485 8,798 7,980 5,379 5,315 7,131 6,193 6,990 5,303 5,574 7,105 8,711 9,065 8,909 16,950 5,381 5,911 3,118 7,775 2,608 3,639 7,524	50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 18 50
		$33,717,352 ===========

SIGNATURES

   Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

                  GATEWAY TAX CREDIT FUND II, LTD.
                 (A Florida Limited Partnership)
                          By: Raymond James Tax Credit Funds, Inc.

Date: September 12, 2008       By:/s/ Ronald M. Diner
                               Ronald M. Diner
                               President


Date: September 12, 2008       By:/s/ J. Davenport Mosby III
                               J. Davenport Mosby III
                               Director


Date: September 12, 2008       By:/s/ Jonathan Oorlog
                               Jonathan Oorlog
                               Vice President and Chief Financial Officer


Date: September 12, 2008       By:/s/ Sandra C. Humphreys
                               Sandra C. Humphreys
                               Secretary and Treasurer

 

EXHIBIT 31.1

Rule 13a-14(a)/15d-14(a) Certification

I, Ron Diner, certify that:

1. I have reviewed this Second Amended Report on Form 10-K/A-2 of Gateway Tax Credit Fund II, Ltd.;

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: September 12, 2008 

By:/s/ Ronald M. Diner 

President

Raymond James Tax Credit Funds, Inc.

(the Managing General Partner)

 

EXHIBIT 31.2

Rule 13a-14(a)/15d-14(a) Certification

I, Jonathan Oorlog, certify that:

1. I have reviewed this Second Amended Report on Form 10-K/A-2 of Gateway Tax Credit Fund II, Ltd.;

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: September 12, 2008

By:/s/ Jonathan Oorlog

Vice President and Chief Financial Officer

Raymond James Tax Credit Funds, Inc.

(the Managing General Partner)

 

EXHIBIT 32

                                           CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

     We, each hereby certify to the best of our knowledge that the Second Amended Annual Report of Form 10-K/A-2 of Gateway Tax Credit Fund II Ltd. for the year ended March 31, 2007 containing the financial statements fully complies with the requirements of Section 13(a) or 15(d)of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and that information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Ronald M. Diner 
President
Raymond James Tax Credit Funds, Inc.
(the Managing General Partner)
September 12, 2008



/s/ Jonathan Oorlog 
Vice President and Chief Financial Officer
Raymond James Tax Credit Funds, Inc.
(the Managing General Partner)
September 12, 2008