UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 _____________________
 
 **FORM
10-Q**
 
 
 (Mark
One)
 x
    QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the
quarterly period ended **December
30, 2004**
 
 OR
 
 o
    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: **0-24600**
 
 **American
Tax Credit Trust, a Delaware statutory business trust**
 **Series
I**
 (Exact
name of Registrant as specified in its charter)
 
 **Delaware**
    
    **06-6385350**(State
      or other jurisdiction ofincorporation
      or organization)
    
    (I.R.S.
      Employer
      Identification
      No.)**Richman
      American Credit Corp.****599
      West Putnam Avenue, 3rd Floor****Greenwich,
      Connecticut**
    
    **06830**(Address
      of principal executive offices)
    
    (Zip
      Code)
 
 Registrant's
telephone number, including area code: **(203)
869-0900**
 
 Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to filing requirements for the
past 90 days.
 
 Yes X No
 
 Indicate
by check mark whether the Registrant is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act).
 
 Yes ****  **** No X
 
 
 
 
 
  
 **AMERICAN
TAX CREDIT TRUST,**
 **a
Delaware statutory business trust**
 **Series
I**
 
 **Part
I -** **FINANCIAL
INFORMATION**
 
 
 
 
 **Item
1.** **Financial
Statements**
 
 **Table
      of Contents**
    **Page**Balance
      Sheets
    3Statements
      of Operations
    4Statements
      of Cash Flows
    5Notes
      to Financial Statements
    7
 
 2
 **AMERICAN
TAX CREDIT TRUST,**
 **a
Delaware statutory business trust**
 **Series
I**
 **BALANCE
SHEETS**
 **(UNAUDITED)**
  **Notes**
    
    **December
      30,****2004**
    
    **March
      30,****2004****ASSETS**Cash
      and cash equivalents
    
    
    
    
    $
    1,476,927
    
    $
    443,726Restricted
      cash
    
    
    3
    
    
    98,097
    
    
    134,829Investments
      in bonds
    
    
    2
    
    
    496,238
    
    
    1,536,067Investment
      in local partnerships
    
    
    3
    
    
    3,622,986
    
    
    4,040,247Interest
      receivable
    
    
    
    
    
    11,113
    
    
    29,358$
    5,705,361
    
    $
    6,184,227**LIABILITIES
      AND OWNERS EQUITY (DEFICIT)**LiabilitiesAccounts
      payable and accrued expenses
    
    
    
    
    $
    22,891
    
    $
    30,668Payable
      to manager and affiliates
    
    
    
    
    
    703,192
    
    
    642,257Capital
      contributions payable
    
    
    3
    
    
    31,758
    
    
    69,300Interest
      payable
    
    
    3
    
    
    66,339
    
    
    65,529824,180
    
    
    807,754Commitments
      and contingencies
    
    
    3,4Owners
      equity (deficit)Manager
    
    
    
    
    
    (115,329
    )
    
    (110,739
    )Beneficial
      owners (18,654 units of beneficial ownership interest
      outstanding)
    
    
    
    
    
    4,970,591
    
    
    5,425,013Accumulated
      other comprehensive income, net
    
    
    2
    
    
    25,919
    
    
    62,1994,881,181
    
    
    5,376,473$
    5,705,361
    
    $
    6,184,227
 See Notes
to Financial Statements.
 3
 **AMERICAN
TAX CREDIT TRUST,**
 **a
Delaware statutory business trust**
 **Series
I**
 **STATEMENTS
OF OPERATIONS**
 **(UNAUDITED)**
  **Notes**
    
    **Three
      MonthsEndedDecember 30,2004**
    
    **Nine
      MonthsEndedDecember 30,2004**
    
    **Three
      MonthsEndedDecember 30,2003**
    
    **Nine
      MonthsEndedDecember 30,2003****REVENUE**Interest
    
    
    
    
    $
    13,893
    
    $
    52,924
    
    $
    26,809
    
    $
    78,567TOTAL
      REVENUE
    
    
    
    
    
    13,893
    
    
    52,924
    
    
    26,809
    
    
    78,567**EXPENSES**Management
      fee
    
    
    
    
    
    48,036
    
    
    144,107
    
    
    48,036
    
    
    144,107Professional
      fees
    
    
    
    
    
    7,966
    
    
    32,831
    
    
    20,797
    
    
    34,411Printing,
      postage and other
    
    
    
    
    
    3,772
    
    
    9,815
    
    
    5,546
    
    
    10,918TOTAL
      EXPENSES
    
    
    
    
    
    59,774
    
    
    186,753
    
    
    74,379
    
    
    189,436Loss
      from operations
    
    
    
    
    
    (45,881
    )
    
    (133,829
    )
    
    (47,570
    )
    
    (110,869
    )Equity
      in loss of investment in local partnerships
    
    
    3
    
    
    (66,592
    )
    
    (325,183
    )
    
    (112,147
    )
    
    (480,989
    )**NET
      LOSS**
    
    
    
    
    
    (112,473
    )
    
    (459,012
    )
    
    (159,717
    )
    
    (591,858
    )Other
      comprehensive loss
    
    
    2
    
    
    (5,772
    )
    
    (36,280
    )
    
    (14,433
    )
    
    (8,283
    )**COMPREHENSIVE
      LOSS**
    
    
    
    
    $
    (118,245
    )
    $
    (495,292
    )
    $
    (174,150
    )
    $
    (600,141
    )**NET
      LOSS ATTRIBUTABLE TO**Manager
    
    
    
    
    $
    (1,125
    )
    $
    (4,590
    )
    $
    (1,598
    )
    $
    (5,919
    )Beneficial
      owners
    
    
    
    
    
    (111,348
    )
    
    (454,422
    )
    
    (158,119
    )
    
    (585,939
    )$
    (112,473
    )
    $
    (459,012
    )
    $
    (159,717
    )
    $
    (591,858
    )**NET
      LOSS**per unit of beneficial ownership interest (18,654 units of beneficial
      ownership interest)
    
    
    
    
    $
    (5.97
    )
    $
    (24.36
    )
    $
    (8.48
    )
    $
    (31.41
    )
 
 
 
 
 
 See Notes
to Financial Statements.
 
 4
 ****
 **AMERICAN
TAX CREDIT TRUST,**
 **a
Delaware statutory business trust**
 **Series
I**
 **STATEMENTS
OF CASH FLOWS**
 **NINE
MONTHS ENDED DECEMBER 30, 2004 AND 2003**
 **(UNAUDITED)**
 
 **2004**
    
    **2003****CASH
      FLOWS FROM OPERATING ACTIVITIES**Interest
      received
    
    $
    75,528
    
    $
    85,613Cash
      paid formanagement
      fee
    
    
    (83,172
    )
    
    (81,940
    )professional
      fees
    
    
    (41,808
    )
    
    (40,903
    )printing,
      postage and other expenses
    
    
    (8,615
    )
    
    (10,916
    )Net
      cash used in operating activities
    
    
    (58,067
    )
    
    (48,146
    )**CASH
      FLOWS FROM INVESTING ACTIVITIES**Capital
      contributions to local partnerships
    
    
    (37,542
    )Cash
      distributions from local partnerships
    
    
    92,078
    
    
    70,340Transfer
      from (to) restricted cash
    
    
    36,732
    
    
    (713
    )Proceeds
      from maturities/redemptions and sales of bonds
    
    
    1,000,000
    
    
    100,000Net
      cash provided by investing activities
    
    
    1,091,268
    
    
    169,627Net
      increase in cash and cash equivalents
    
    
    1,033,201
    
    
    121,481Cash
      and cash equivalents at beginning of period
    
    
    443,726
    
    
    394,025**CASH
      AND CASH EQUIVALENTS AT END OF PERIOD**
    
    $
    1,476,927
    
    $
    515,506**SIGNIFICANT
      NON-CASH INVESTING ACTIVITIES**Unrealized
      loss on investments in bonds, net
    
    $
    (36,280
    )
    $
    (8,283
    )
 
 
 See
reconciliation of net loss to net cash used in operating activities on page
6.
 
 
 
 
 
 See Notes
to Financial Statements.
 
 5
 
 **AMERICAN
TAX CREDIT TRUST,**
 **a
Delaware statutory business trust**
 **Series
I**
 **STATEMENTS
OF CASH FLOWS - (Continued)**
 **NINE
MONTHS ENDED DECEMBER 30, 2004 AND 2003**
 **(UNAUDITED)**
  **2004**
    
    **2003****RECONCILIATION
      OF NET LOSS TO NET CASH USED IN OPERATING
    ACTIVITIES**Net
      loss
    
    $
    (459,012
    )
    $
    (591,858
    )Adjustments
      to reconcile net loss to net cash used in operating
    activitiesEquity
      in loss of investment in local partnerships
    
    
    325,183
    
    
    480,989Amortization
      of net premium on investments in bonds
    
    
    3,549
    
    
    3,125Decrease
      in interest receivable
    
    
    18,245
    
    
    3,208Decrease
      in accounts payable and accrued expenses
    
    
    (7,777
    )
    
    (6,490
    )Increase
      in payable to manager and affiliates
    
    
    60,935
    
    
    62,167Increase
      in interest payable
    
    
    810
    
    
    713**NET
      CASH USED IN OPERATING ACTIVITIES**
    
    $
    (58,067
    )
    $
    (48,146
    )
 
 
  
 
 See Notes
to Financial Statements.
 
 6
 ****
 **AMERICAN
TAX CREDIT TRUST,**
 **a
Delaware statutory business trust**
 **Series
I**
 **NOTES
TO FINANCIAL STATEMENTS**
 **DECEMBER
30, 2004**
 **(UNAUDITED)**
 
 **1.**Basis
of Presentation****
 The
accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information. They do not include all information and
footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements. The results of operations
are impacted significantly by the combined results of operations of the Local
Partnerships, which are provided by the Local Partnerships on an unaudited basis
during interim periods. Accordingly, the accompanying financial statements are
dependent on such unaudited information. In the opinion of the Manager, the
financial statements include all adjustments necessary to present fairly the
financial position as of December 30, 2004 and the results of operations and
cash flows for the interim periods presented. All adjustments are of a normal
recurring nature. The results of operations for the nine months ended December
30, 2004 are not necessarily indicative of the results that may be expected for
the entire year.
 
 Certain
prior period Local Partnership amounts reflected in Note 3 have been
reclassified to conform to the current period presentation.
  **2.** **Investments
in Bonds**
 
 As of
December 30, 2004, certain information concerning investments in bonds is as
follows:
 Description
      and maturity
    
    Amortizedcost
    
    Grossunrealizedgains
    
    Grossunrealizedlosses
    
    Estimatedfair
      valueCorporate
      debt securitiesAfter
      one year through five years
    
    $
    467,106
    
    $
    25,425
    
    $
    --
    
    $
    492,531After
      five years through ten years
    
    
    3,213
    
    
    494
    
    
    --
    
    
    3,707$
    470,319
    
    $
    25,919
    
    $
    --
    
    $
    496,238
 
  7
 ****
 **AMERICAN
TAX CREDIT TRUST,**
 **a
Delaware statutory business trust**
 **Series
I**
 **NOTES
TO FINANCIAL STATEMENTS - (Continued)**
 **DECEMBER
30, 2004**
 **(UNAUDITED)**
 
 
 **3.**  **Investment
in Local Partnerships**
 
 The Trust
owns a 98.9%-99% limited partnership interest in ten Local Partnerships and has
committed to make capital contribution payments in the aggregate amount of
$14,741,864, of which the Trust has paid $14,710,106 and $31,758 is outstanding
as of December 30, 2004. Restricted cash in the accompanying balance sheet as of
December 30, 2004 represents such outstanding capital contribution along with
accrued interest of $66,339 on the outstanding capital contribution. The
outstanding capital contribution is payable upon a certain Local Partnership's
satisfaction of specified conditions. As of September 30, 2004, the Local
Partnerships have outstanding mortgage loans payable totaling approximately
$20,369,000 and accrued interest payable on such loans totaling approximately
$2,478,000, which are secured by security interests and liens common to mortgage
loans on the Local Partnerships' real property and other assets.
 
 For the
nine months ended December 30, 2004, the investment in local partnerships
activity consists of the following: ****
 Investment
      in local partnerships as of March 30, 2004
    
    $
    4,040,247Equity
      in loss of investment in local partnerships
    
    
    (325,183
    )*Cash
      distributions received from Local Partnerships
    
    
    (92,078
    )Investment
      in local partnerships as of December 30, 2004
    
    $
    3,622,986
 
 
 *Equity
in loss of investment in local partnerships is limited to the Trust s investment
balance in each Local Partnership; any excess is applied to other partners
capital in any such Local Partnership. The amount of such excess losses applied
to other partners capital was $515,758 for the nine months ended September 30,
2004 as reflected in the combined statement of operations of the Local
Partnership reflected herein Note 3.
 
 The
combined unaudited balance sheets of the Local Partnerships as of September 30,
2004 and December 31, 2003 and the combined unaudited statements of operations
of the Local Partnerships for nine months ended September 30, 2004 and 2003 are
reflected on pages 9 and 10, respectively.
 
  8
 ****
 **AMERICAN
TAX CREDIT TRUST,**
 **a
Delaware statutory business trust**
 **Series
I**
 **NOTES
TO FINANCIAL STATEMENTS - (Continued)**
 **DECEMBER
30, 2004**
 **(UNAUDITED)**
 
 **3.**  **Investment
in Local Partnerships (continued)**
 
 The
combined balance sheets of the Local Partnerships as of September 30, 2004 and
December 31, 2003 are as follows:
  ****September
      30,**2004**
    
    ****December
      31,**2003****ASSETS**Cash
      and cash equivalents
    
    $
    303,492
    
    $
    359,268Rents
      receivable
    
    
    49,232
    
    
    33,831Capital
      contributions receivable
    
    
    39,258
    
    
    69,300Escrow
      deposits and reserves
    
    
    1,519,616
    
    
    1,484,588Land
    
    
    1,267,153
    
    
    1,267,153Buildings
      and improvements (net of accumulated depreciation of $12,547,027 and
      $11,640,197)
    
    
    23,984,605
    
    
    24,870,133Intangible
      assets (net of accumulated amortization of $170,529 and
      $159,722)
    
    
    224,885
    
    
    235,692Other
      assets
    
    
    368,000
    
    
    290,366$
    27,756,241
    
    $
    28,610,331**LIABILITIES
      AND PARTNERS' EQUITY (DEFICIT)**LiabilitiesAccounts
      payable and accrued expenses
    
    $
    816,230
    
    $
    570,298Due
      to related parties
    
    
    693,752
    
    
    728,779Mortgage
      loans
    
    
    20,368,712
    
    
    20,711,183Notes
      payable
    
    
    118,500
    
    
    100,000Accrued
      interest
    
    
    2,478,465
    
    
    2,276,788Other
      liabilities
    
    
    152,090
    
    
    150,91724,627,749
    
    
    24,537,965Partners'
      equity (deficit)American
      Tax Credit Trust, Series ICapital
      contributions, net of distributions (includes receivable of $39,258 and
      $69,300)
    
    
    14,043,192
    
    
    14,136,770Cumulative
      loss
    
    
    (9,552,706
    )
    
    (9,227,523
    )4,490,486
    
    
    4,909,247General
      partners and other limited partnersCapital
      contributions, net of distributions
    
    
    474,338
    
    
    475,180Cumulative
      loss
    
    
    (1,836,332
    )
    
    (1,312,061
    )(1,361,994
    )
    
    (836,881
    )3,128,492
    
    
    4,072,366$
    27,756,241
    
    $
    28,610,331
  9
 ****
 **AMERICAN
TAX CREDIT TRUST,**
 **a
Delaware statutory business trust**
 **Series
I**
 **NOTES
TO FINANCIAL STATEMENTS - (Continued)**
 **DECEMBER
30, 2004**
 **(UNAUDITED)**
 
 
 **3.**  **Investment
in Local Partnerships (continued)**
 
 The
combined statements of operations of the Local Partnerships for the three and
nine month periods ended September 30, 2004 and 2003 are as
follows:
  **Three
      MonthsEnded****September
      30,****2004**
    
    **Nine
      MonthsEnded****September
      30,****2004**
    
    **Three
      MonthsEnded****September
      30,****2003**
    
    **Nine
      MonthsEnded****September
      30,****2003****REVENUE**Rental
    
    $
    1,042,149
    
    $
    3,089,240
    
    $
    996,740
    
    $
    3,035,526Interest
      and other
    
    
    58,437
    
    
    122,166
    
    
    126,708
    
    
    200,573TOTAL
      REVENUE
    
    
    1,100,586
    
    
    3,211,406
    
    
    1,123,448
    
    
    3,236,099**EXPENSES**Administrative
    
    
    226,066
    
    
    690,664
    
    
    279,458
    
    
    723,037Utilities
    
    
    204,862
    
    
    593,295
    
    
    139,925
    
    
    409,862Operating
      and maintenance
    
    
    235,491
    
    
    762,429
    
    
    186,299
    
    
    695,710Taxes
      and insurance
    
    
    160,994
    
    
    432,394
    
    
    127,996
    
    
    380,480Financial
    
    
    213,842
    
    
    664,441
    
    
    219,110
    
    
    657,379Depreciation
      and amortization
    
    
    305,884
    
    
    917,637
    
    
    311,611
    
    
    934,833TOTAL
      EXPENSES
    
    
    1,347,139
    
    
    4,060,860
    
    
    1,264,399
    
    
    3,801,301**NET
      LOSS**
    
    $
    (246,553
    )
    $
    (849,454
    )
    $
    (140,951
    )
    $
    (565,202
    )**NET
      LOSS ATTRIBUTABLE TO**American
      Tax Credit Trust, Series I
    
    $
    (66,592
    )
    $
    (325,183
    )
    $
    (112,147
    )
    $
    (480,989
    )General
      partners and other limited partners, which includes Trust loss in excess
      of investment of $177,489,$515,758,
      $27,388 and $78,545
    
    
    (179,961
    )
    
    (524,271
    )
    
    (28,804
    )
    
    (84,213
    )$
    (246,553
    )
    $
    (849,454
    )
    $
    (140,951
    )
    $
    (565,202
    )
 
 The
combined results of operations of the Local Partnerships for the three and nine
month periods ended September 30, 2004 are not necessarily indicative of the
results that may be expected for an entire operating period.
  **4.**  **Additional
Information**
 
 Additional
information, including the audited March 30, 2004 Financial Statements and the
Organization, Purpose and Summary of Significant Accounting Policies, is
included in the Trust s Annual Report on Form 10-K for the fiscal year ended
March 30, 2004 on file with the Securities and Exchange Commission.
 
 10
 ****
 **AMERICAN
TAX CREDIT TRUST,**
 **a
Delaware statutory business trust**
 **Series
I**
 
 **Item
2.** **Management
s Discussion and Analysis of Financial Condition and Results of
Operations**
 
 Material
Changes in Financial Condition
 
 As of
December 30, 2004, American Tax Credit Trust (the Registrant ) has not
experienced a significant change in financial condition as compared to March 30,
2004. Principal changes in assets are comprised of periodic transactions and
adjustments and equity in loss from operations of the local
partnerships (the Local Partnerships ), which own low-income multifamily
residential complexes (the Properties ) that qualify for the low-income tax
credit in accordance with Section 42 of the Internal Revenue Code (the
Low-income Tax Credit ) . During
the nine months ended December 30, 2004, Registrant received cash from interest
revenue, distributions from Local Partnerships and maturities/redemptions and
sales of bonds and utilized cash for operating expenses and capital
contributions to a Local Partnership. Cash and cash equivalents and investments
in bonds decreased, in the aggregate, by approximately $7,000 during the nine
months ended December 30, 2004 (which includes a net unrealized loss on
investments in bonds of approximately $36,000 and the amortization of net
premium on investments in bonds of approximately $4,000). Notwithstanding
circumstances that may arise in connection with the Properties, Registrant does
not expect to realize significant gains or losses on its investments in bonds,
if any. During
the nine months ended December 30, 2004, the investment in local partnerships
decreased as a result of Registrant's equity in the Local Partnerships' net loss
for the nine months ended September 30, 2004 of $325,183 and cash distributions
from Local Partnerships of $92,078. Payable to manager and affiliates in the
accompanying balance sheet as of December 30, 2004 represents deferred
management fees.
 
 Results
of Operations
 
 Registrant
s operating results are dependent upon the operating results of the Local
Partnerships and are significantly impacted by the Local Partnerships policies.
In addition, the operating results herein are not necessarily the same for tax
reporting. Registrant accounts for its investment in local partnerships in
accordance with the equity method of accounting. Accordingly, the investment is
carried at cost which includes capital contributions payable, and is adjusted
for Registrant s share of each Local Partnership s results of operations and by
cash distributions received. Equity in loss of each investment in Local
Partnership allocated to Registrant is recognized to the extent of Registrant s
investment balance in each Local Partnership. Equity in loss in excess of
Registrant s investment balance in a Local Partnership is allocated to other
partners capital in any such Local Partnership. As a result, the reported equity
in loss of investment in local partnerships is expected to decrease as
Registrant s investment balances in the respective Local Partnerships become
zero. However, the combined statements of operations of the Local Partnerships
reflected in Note 3 to Registrant s financial statements include the operating
results of all Local Partnerships, irrespective of Registrant s investment
balances.
 
 Cumulative
losses and cash distributions in excess of investment in local partnerships may
result from a variety of circumstances, including a Local Partnership's
accounting policies, subsidy structure, debt structure and operating deficits,
among other things. In addition, the book value of Registrant s investment in
each Local Partnership (the Local Partnership Carrying Value ) may be reduced if
the Local Partnership Carrying Value is considered to exceed the estimated value
derived by management. Accordingly, cumulative losses and cash distributions in
excess of the investment or an adjustment to a Local Partnership s Carrying
Value are not necessarily indicative of adverse operating results of a Local
Partnership. See discussion below under Local
Partnership Matters regarding certain Local Partnerships currently operating below economic break
even levels.
 
 Registrant
s operations for the three months ended December 30, 2004 and 2003 resulted in
net losses of $112,473 and $159,717, respectively. The decrease in net loss is
primarily attributable to a decrease in equity in loss of investment in local
partnerships of approximately $46,000, which decrease is primarily attributable
to an increase in the nonrecognition of losses in accordance with the equity
method of accounting, partially offset by an increase in the net operating
losses of certain Local Partnerships in which Registrant continues to have an
investment balance. Other comprehensive loss for the three months ended December
30, 2004 and 2003 resulted from a net unrealized loss on investments in bonds of
$5,772 and $14,433, respectively.
 
 11
 ****
 **AMERICAN
TAX CREDIT TRUST,**
 **a
Delaware statutory business trust**
 **Series
I**
 
 **Item
2.** **Management's
Discussion and Analysis of Financial Condition and Results of Operations
(continued)**
 
 The Local
Partnerships' net loss of approximately $247,000 for the three months ended
September 30, 2004 was attributable to rental and other revenue of approximately
$1,100,000, exceeded by operating and interest expenses (including interest on
non-mandatory debt) of approximately $1,041,000 and approximately $306,000 of
depreciation and amortization expense. The Local Partnerships' net loss of
approximately $141,000 for the three months ended September 30, 2003 was
attributable to rental and other revenue of approximately $1,123,000, exceeded
by operating and interest expense (including interest on non-mandatory debt) of
approximately $952,000 and approximately $312,000 of depreciation and
amortization expense. The
results of operations of the Local Partnerships for the three months ended
September 30, 2004 are not necessarily indicative of the results that may be
expected in future periods.
 
 Registrant
s operations for the nine months ended December 30, 2004 and 2003 resulted in
net losses of $459,012 and $591,858, respectively. The
decrease in net loss is primarily attributable to a decrease in equity in loss
of investment in local partnerships of approximately $156,000, which decrease is
primarily attributable to an increase in the nonrecognition of losses in
accordance with the equity method of accounting, partially offset by an increase
in the net operating losses of certain Local Partnerships in which Registrant
continues to have an investment balance, all partially offset by a decrease in
interest revenue of approximately $26,000. Other
comprehensive loss for the nine months ended December, 2004 and 2003 resulted
from a net unrealized loss on investments in bonds of $36,280 and $8,283,
respectively.
 
 The Local
Partnerships net loss of approximately $849,000 for the nine months ended
September 30, 2004 was attributable to rental and other revenue of approximately
$3,211,000, exceeded by operating and interest expense (including interest on
non-mandatory debt) of approximately $3,142,000 and approximately $918,000 of
depreciation and amortization expense. The Local Partnerships net loss of
approximately $565,000 for the nine months ended September 30, 2003 was
attributable to rental and other revenue of approximately $3,236,000, exceeded
by operating and interest expense (including interest on non-mandatory debt) of
approximately $2,866,000 and approximately $935,000 of depreciation and
amortization expense. The
results of operations of the Local Partnerships for the nine months ended
September 30, 2004 are not necessarily indicative of the results that may be
expected in future periods.
 
 Local
Partnership Matters
 
 Registrant
s primary objective is to provide Low-income Tax Credits to Beneficial Owners
generally over a ten year period. The relevant state tax credit
agenc ies have
allocated each of Registrant s Local Partnerships an amount of Low-income Tax
Credits, which are generally available for a ten year period from the year the
Property is placed in service. The required holding period of each Property, in
order to avoid Low-income Tax Credit recapture, is fifteen years from the year
in which the Low-income Tax Credits commence on the last building of the
Property (the "Compliance Period"). In addition, certain of the Local
Partnerships have entered into agreements with the relevant state tax credit
agencies whereby the Local Partnerships must maintain the low-income nature of
the Properties for a period which exceeds the Compliance Period, regardless of
any sale of the Properties by the Local Partnerships after the Compliance
Period. The Properties must satisfy various requirements including rent
restrictions and tenant income limitations (the "Low-income Tax Credit
Requirements") in order to maintain eligibility for the recognition of the
Low-income Tax Credit at all times during the Compliance Period. A Local
Partnership may lose such eligibility and suffer an event of recapture if its
Property fails to remain in compliance with the Low-income Tax Credit
Requirements. Through December 31, 2004, none of the Local Partnerships have
reported an event of recapture of Low-income Tax Credits.
 
 The
Properties are principally comprised of subsidized and leveraged low-income
multifamily residential complexes located throughout the United States. Certain
of the Local Partnerships receive rental subsidy payments, including payments
under Section 8 of Title II of the Housing and Community Development Act of 1974
( Section 8 ). The subsidy agreements expire at various times during the
Compliance Periods of the Local Partnerships. The United States Department of
Housing and Urban Development ( HUD ) has issued a series of directives related
to project based Section 8 contracts that define owners notification
responsibilities, advise owners of project based Section 8 properties of what
their options are regarding the renewal of Section 8 contracts, provide guidance
and procedures to owners, management agents, contract administrators and HUD
staff concerning renewal of Section 8 contracts, provide policies and procedures
on setting renewal rents and handling renewal rent adjustments and provide the
requirements and procedures for opting-out of a Section 8 project based
contract. Registrant cannot reasonably predict legislative initiatives and
governmental budget negotiations, the outcome of which could result in a
reduction in funds available for the various federal and state administered
housing programs including the Section 8 program. Such changes
  12
 ****
 **AMERICAN
TAX CREDIT TRUST,**
 **a
Delaware statutory business trust**
 **Series
I**
 
 
 **Item
2.  M** **anagement's
Discussion and Analysis of Financial Condition and Results of Operations
(continued)**
 
 could
adversely affect the future net operating income before debt service and debt
structure of any or all Local Partnerships currently receiving such subsidy or
similar subsidies. Four Local Partnerships Section 8 contracts are currently
subject to renewal under applicable HUD guidelines.
 
 The Local
Partnerships have various financing structures which include (i) required debt
service payments ( Mandatory Debt Service ) and (ii) debt service payments which
are payable only from available cash flow subject to the terms and conditions of
the notes, which may be subject to specific laws, regulations and agreements
with appropriate federal and state agencies ( Non-Mandatory Debt Service or
Interest ). During the nine months ended September 30, 2004, revenue from
operations of the Local Partnerships has generally been sufficient to cover
operating expenses and Mandatory Debt Service. Most of the Local Partnerships
are effectively operating at or above break even levels, although certain Local
Partnerships operating information reflects operating deficits that do not
represent cash deficits due to their mortgage and financing structure and the
required deferral of property management fees. However, as discussed below,
certain Local Partnerships operating information indicates below break even
operations after taking into account their mortgage and financing structure and
any required deferral of property management fees.
 
 St.
Christopher s Associates, L.P. V ( St. Christopher ) reported an operating
deficit of approximately $89,000 for the nine months ended September 30, 2004
and withdrew $80,000 from an operating reserve during such period to fund
cumulative operating deficits. St. Christopher has a remaining operating reserve
of approximately $228,000 as of September 30, 2004. In addition, Registrant is
holding unpaid capital contributions and accrued interest thereon totaling
approximately $98,000 as of December 30, 2004. There is no Mandatory Debt
Service and the Local General Partner represents that payments on the real
estate taxes are current. St. Christopher generated approximately $198.5 per
Unit to the limited partners upon the expiration of its Low-income Tax Credit
allocation in 2004.
 
 The terms
of the partnership agreement of Creative Choice Homes VII, Ltd. ( Creative
Choice ) require the Local General Partner to cause the management agent to
defer up to 40% of the property management fees in order to avoid a default
under the mortgages. Creative Choice incurred an operating deficit of
approximately $40,000 for the nine months ended September 30, 2004, which
includes property management fees of approximately $24,000. Creative Choice will
have generated approximately $218.8 per Unit to the limited partners upon the
expiration of its Low-income Tax Credit allocation in 2005.
 
 SB-92
Limited Partnership ( SB-92 ) reported an operating deficit of approximately
$36,000 for the nine months ended September 30, 2004. The Local General Partner
represents that payments on the mortgage and real estate taxes are current.
SB-92 generated approximately $78.8 per Unit to the limited partners upon the
expiration of its Low-income Tax Credit allocation in 2004.
 
 The terms
of the partnership agreement of ACP Housing Associates, L.P. ( ACP Housing )
require the Local General Partners to cause the management agent to defer
property management fees in order to avoid a default under the mortgage. ACP
Housing incurred an operating deficit of approximately $13,000 for the nine
months ended September 30, 2004, which includes property management fees of
approximately $9,000. ACP Housing will have generated approximately $7.0 per
Unit per year to the limited partners upon the expiration of its Low-income Tax
Credit allocation in 2006.
  13
 ****
 **AMERICAN
TAX CREDIT TRUST,**
 **a
Delaware statutory business trust**
 **Series
I**
 
 **Item
2.** **Management's
Discussion and Analysis of Financial Condition and Results of Operations
(continued)**
 
 Critical
Accounting Policies and Estimates
 
 The
financial statements are prepared in accordance with accounting principles
generally accepted in the United States of America, which requires Registrant to
make certain estimates and assumptions. The following section is a summary of
certain aspects of those accounting policies that may require subjective or
complex judgments and are most important to the portrayal of Registrant s
financial condition and results of operations. Registrant believes that there is
a low probability that the use of different estimates or assumptions in making
these judgments would result in materially different amounts being reported in
the financial statements.
 
 ·
    Registrant
      accounts for its investment in local partnerships in accordance with the
      equity method of accounting since Registrant does not control the
      operations of a Local Partnership.
 
 ·
    If
      the book value of Registrant s investment in a Local Partnership exceeds
      the estimated value derived by management, Registrant reduces its
      investment in any such Local Partnership and includes such reduction in
      equity in loss of investment in local
partnerships.
 
 
 **Item
3.**  **Quantitative
and Qualitative Disclosure about Market Risk**
 
 Registrant
has invested a significant portion of its working capital reserves in corporate
bonds. The market value of such investments is subject to fluctuation based upon
changes in interest rates relative to each investment s maturity date and the
associated bond rating. Since Registrant s investments in bonds have various
maturity dates through 2012, the value of such investments may be adversely
impacted in an environment of rising interest rates in the event Registrant
decides to liquidate any such investment prior to its maturity. Although
Registrant may utilize reserves to assist an under performing Property, it
otherwise intends to hold such investments to their respective maturities.
Therefore, Registrant does not anticipate any material adverse impact in
connection with such investments.
 
 
 **Item
4.**  **Controls
and Procedures**
 
 As of December
30, 2004, under the direction of the Chief Executive Officer and Chief Financial
Officer, Registrant evaluated the effectiveness of its disclosure controls and
procedures and internal controls over financial reporting and concluded that (i)
Registrant s disclosure controls and procedures were effective as of December
30, 2004, and (ii) no changes occurred during the quarter ended December 30,
2004 that materially affected, or are reasonably likely to materially affect,
such internal controls.
 
 14
 ****
 **AMERICAN
TAX CREDIT TRUST,**
 **a
Delaware statutory business trust**
 **Series
I**
 
 **PART
II -** **OTHER
INFORMATION**
 
 
 **Item
1.** **Legal
Proceedings**
 
 Registrant is
not aware of any material legal proceedings.
 
 **Item
2.**  **Unregistered
Sales of Equity Securities and Use of Proceeds**
  ****None
 
 **Item
3.**  **Defaults
Upon Senior Securities**
 
 None
 
 **Item
4.**  **Submission
of Matters to a Vote of Security Holders**
 
 None
 
 **Item
5.**  **Other
Information**
 
 None
 
 **Item
6.**  **Exhibits
and Reports on Form 8-K**
 
 a.Exhibits
 
 Exhibit
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
 Exhibit
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
 Exhibit
32.1 Section 1350 Certification of Chief Executive Officer
 Exhibit
32.2 Section 1350 Certification of Chief Financial Officer
 
 b.Reports on Form
8-K
 
 None
  15
 ****
 **SIGNATURES**
  Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
  **AMERICAN
      TAX CREDIT TRUST,**
      a
      Delaware statutory business trust
      Series
      IBy:
    Richman American Credit Corp.,The
      ManagerDate: February 11, 2005
    By:
    /s/ David Salzmanby:David
      SalzmanChief
      Executive OfficerDate: February
      11, 2005
    By:
    /s/
      Neal Ludekeby:Neal
      LudekeChief
      Financial Officer
  16