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, 2009





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: 0-24600





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 of
                    Incorporation
      or Organization)
                  
                  (I.R.S.
      Employer
                    Identification
      No.)Richman American Credit Corp.
                    340 Pemberwick Road
                    Greenwich, Connecticut
                  
                  06831(Address
      of Principal Executive Offices)
                  
                  (Zip
      Code)





Registrant's
Telephone Number, Including Area Code:  (203)
869-0900





Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to filing requirements for the
past 90 days.





Yes  x  No  ̈





Indicate
by check mark whether the Registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
Registrant was required to submit and post such files).





Yes  ̈   No
 ̈





Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large
Accelerated Filer   ̈  Accelerated
Filer  ̈  Non-Accelerated
Filer  ̈   Smaller
Reporting Company  x





Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).





Yes  ̈  No x





As of
February 10, 2010, there are 18,654 units of beneficial ownership interest
outstanding.








AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I





Part
I - FINANCIAL
INFORMATION





Item
1.  Financial
Statements.








Table of Contents
                  
                  PageBalance
      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)





December 30,
                  2009
              
              
              March 30,
                  2009ASSETSCash
      and cash equivalents
              
              $
              1,405,799
              
              
              $
              1,461,329Restricted
      cash
              
              
              
              
              
              
              3,008Investment
      in local partnerships
              
              
              2,160,915
              
              
              
              2,077,806$
              3,566,714
              
              
              $
              3,542,143LIABILITIES
      AND OWNERS’ EQUITY (DEFICIT)LiabilitiesAccounts
      payable and accrued expenses
              
              $
              20,952
              
              
              $
              39,880Payable
      to manager and affiliates
              
              
              912,216
              
              
              
              826,034Interest
      payable
              
              
              
              
              
              
              3,008933,168
              
              
              
              868,922Commitments
      and contingenciesOwners’
      equity (deficit)Manager
              
              
              (137,547
              )
              
              
              (137,150
              )Beneficial
      owners (18,654 units of beneficial ownership interest
      outstanding)
              
              
              2,771,093
              
              
              
              2,810,3712,633,546
              
              
              
              2,673,321$
              3,566,714
              
              
              $
              3,542,143





See Notes
to Financial Statements.


3


AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


STATEMENTS
OF OPERATIONS


THREE
AND NINE MONTH PERIODS ENDED DECEMBER 30, 2009 AND 2008


(UNAUDITED)








Three Months
                  Ended
                  December 30,
                  2009
              
              
              Nine Months
                  Ended
                  December 30,
                  2009
              
              
              Three Months
                  Ended
                  December 30,
                  2008
              
              
              Nine Months
                  Ended
                  December 30,
                  2008REVENUEInterest
              
              $
              178
              
              
              $
              240
              
              
              $
              2,515
              
              
              $
              15,449Other
      income from local partnerships
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              750TOTAL
      REVENUE
              
              
              178
              
              
              
              240
              
              
              
              2,515
              
              
              
              16,199EXPENSESManagement
      fee
              
              
              48,036
              
              
              
              144,107
              
              
              
              48,036
              
              
              
              144,107Professional
      fees
              
              
              8,152
              
              
              
              29,881
              
              
              
              13,218
              
              
              
              33,424Printing,
      postage and other
              
              
              1,416
              
              
              
              3,177
              
              
              
              785
              
              
              
              3,938TOTAL
      EXPENSES
              
              
              57,604
              
              
              
              177,165
              
              
              
              62,039
              
              
              
              181,469(57,426
              )
              
              
              (176,925
              )
              
              
              (59,524
              )
              
              
              (165,270
              )Equity
      in income of investment in local partnerships
              
              
              76,339
              
              
              
              137,250
              
              
              
              13,104
              
              
              
              120,154NET
      INCOME (LOSS)
              
              
              18,913
              
              
              
              (39,675
              )
              
              
              (46,420
              )
              
              
              (45,116
              )Other
      comprehensive loss, net
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (903
              )COMPREHENSIVE
      INCOME (LOSS)
              
              $
              18,913
              
              
              $
              (39,675
              )
              
              $
              (46,420
              )
              
              $
              (46,019
              )NET
      INCOME (LOSS) ATTRIBUTABLE TOManager
              
              $
              189
              
              
              $
              (397
              )
              
              $
              (464
              )
              
              $
              (451
              )Beneficial
      owners
              
              
              18,724
              
              
              
              (39,278
              )
              
              
              (45,956
              )
              
              
              (44,665
              )$
              18,913
              
              
              $
              (39,675
              )
              
              $
              (46,420
              )
              
              $
              (45,116
              )NET INCOME (LOSS) per
      unit of beneficial ownership interest (18,654 units of beneficial
      ownership interest)
              
              $
              1.00
              
              
              $
              (2.11
              )
              
              $
              (2.46
              )
              
              $
              (2.39
              )





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, 2009 AND 2008


(UNAUDITED)





2009
              
              
              2008CASH
      FLOWS FROM OPERATING ACTIVITIESInterest
      received (paid)
              
              $
              (2,768
              )
              
              $
              10,754Cash
      paid formanagement
      fee
              
              
              (57,925
              )
              
              
              (6,485
              )professional
      fees
              
              
              (47,513
              )
              
              
              (45,822
              )printing,
      postage and other expenses
              
              
              (4,473
              )
              
              
              (14,011
              )Net
      cash used in operating activities
              
              
              (112,679
              )
              
              
              (55,564
              )CASH
      FLOWS FROM INVESTING ACTIVITIESDistributions
      received from local partnerships
              
              
              60,233
              
              
              
              56,190Voluntary
      advances to local partnerships
              
              
              (6,092
              )Transfer
      from restricted cash
              
              
              3,008
              
              
              
              6,228Proceeds
      from maturities/redemptions and sales of investments in
    bonds
              
              
              
              
              
              
              59,276Net
      cash provided by investing activities
              
              
              57,149
              
              
              
              121,694Net
      increase (decrease) in cash and cash equivalents
              
              
              (55,530
              )
              
              
              66,130Cash
      and cash equivalents at beginning of period
              
              
              1,461,329
              
              
              
              1,580,225CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
              
              $
              1,405,799
              
              
              $
              1,646,355SIGNIFICANT
      NON-CASH INVESTING ACTIVITIESUnrealized
      loss on investments in bonds, net
              
              
              
              
              
              $
              (903
              )







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, 2009 AND 2008


(UNAUDITED)





2009
              
              
              2008RECONCILIATION
      OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIESNet
      loss
              
              $
              (39,675
              )
              
              $
              (45,116
              )Adjustments
      to reconcile net loss to net cash used in operating
    activitiesEquity
      in income of investment in local partnerships
              
              
              (137,250
              )
              
              
              (120,154
              )Other
      income from local partnerships
              
              
              
              
              
              
              (750
              )Gain
      on sale of investments in bonds
              
              
              
              
              
              
              (158
              )Decrease
      in interest receivable
              
              
              
              
              
              
              1,691Decrease
      in accounts payable and accrued expenses
              
              
              (18,928
              )
              
              
              (22,471
              )Increase
      in payable to manager and affiliates
              
              
              86,182
              
              
              
              137,622Decrease
      in interest payable
              
              
              (3,008
              )
              
              
              (6,228
              )NET
      CASH USED IN OPERATING ACTIVITIES
              
              $
              (112,679
              )
              
              $
              (55,564
              )





See Notes
to Financial Statements.


6


AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


NOTES
TO FINANCIAL STATEMENTS


DECEMBER
30, 2009


(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
(“GAAP”) for interim financial information.  They do not include all
information and footnotes required by GAAP for complete financial
statements.  The results of operations are impacted 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 accompanying financial statements include all adjustments necessary
to present fairly the financial position as of December 30, 2009 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, 2009 are not necessarily
indicative of the results that may be expected for the entire year.





Recent Accounting
Pronouncements





The
Financial Accounting Standards Board (“FASB”) issued Interpretation (“FIN”) No.
48, “Accounting for Uncertainty in Income Taxes,” as codified by FASB Accounting
Standards Codification (“ASC”) Topic 740; Subtopic 10, which interprets
Statement of Financial Accounting Standard (“SFAS”) No. 109, “Accounting for
Income Taxes,” as codified by ASC Topic 740; Subtopic 10.  ASC Topic
740; Subtopic 10 requires all taxpayers to analyze all material positions they
have taken or plan to take in all tax returns that have been filed or should
have been filed with all taxing authorities for all years still subject to
challenge by those taxing authorities.  If the position taken is
“more-likely-than-not” to be sustained by the taxing authority on its technical
merits and if there is more than a 50% likelihood that the position would be
sustained if challenged and considered by the highest court in the relevant
jurisdiction, the tax consequences of that position should be reflected in the
taxpayer’s GAAP financial statements.  Because the Trust is a
pass-through entity and is not required to pay income taxes, ASC Topic 740;
Subtopic 10 does not currently have any impact on its financial
statements.





FASB
issued SFAS No. 157, “Fair Value Measurements,” as codified by ASC Topic 820,
which defines fair value, establishes a framework for measuring fair value in
accordance with GAAP and expands disclosures about fair value
measurements.  ASC Topic 820 applies to other accounting
pronouncements that require or permit fair value
measurements.  Accordingly, ASC Topic 820 does not require any new
fair value measurements.  ASC Topic 820 is effective for fiscal years
beginning after November 15, 2007.  The Trust adopted ASC Topic
820 effective March 31, 2008.  On February 6, 2008 FASB approved the
Financial Staff Position (“FSP”) that deferred the effective date of ASC Topic
820 by one year for nonfinancial assets and liabilities that are recognized or
disclosed at fair value in the financial statements on a nonrecurring
basis.  The partial adoption of ASC Topic 820 for financial assets and
liabilities did not have a material impact on the Trust’s financial position,
results of operations or cash flows.





The Trust
adopted ASC Topic 820 as of March 31, 2008, with the exception of the
application of the statement to nonrecurring nonfinancial assets and
nonfinancial liabilities.  Nonrecurring nonfinancial assets and
liabilities for which the Trust has not applied the provisions of ASC Topic 820
include investment in local partnerships, which is accounted for under the
equity method of accounting.





ASC Topic
820 establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value.  These tiers include: Level 1, defined
as observable inputs such as quoted prices in active markets for identical
assets or liabilities; Level 2, defined as inputs other than quoted prices for
similar assets or liabilities in active markets that are either directly or
indirectly observable; and Level 3, defined as unobservable inputs in which
little or no market data exists, therefore requiring an entity to develop its
own assumptions.





Financial
assets accounted for at historical cost which approximates fair value on a
recurring basis as of December 30, 2009 are cash and cash equivalents of
$1,405,799 as reflected in the accompanying unaudited balance
sheet.  Cash and cash equivalents are carried at historical cost which
approximates fair value based on quoted market prices for identical securities
(Level 1 inputs).


7





AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


NOTES
TO FINANCIAL STATEMENTS - (Continued)


DECEMBER
30, 2009


(UNAUDITED)





1.
            Basis
      of Presentation (continued)





FASB
issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial
Liabilities - including an amendment of FASB Statement No. 115,” as codified by
ASC Topic 825; Subtopic 10, which permits entities to choose to measure many
financial instruments and certain other items at fair value.  The fair
value election is designed to improve financial reporting by providing entities
with the opportunity to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions.  ASC Topic 825; Subtopic 10 is
effective for fiscal years beginning after November 15, 2007.  On
March 31, 2008, the Trust adopted ASC Topic 825; Subtopic 10 and elected not to
apply the provisions to its eligible financial assets and financial liabilities
on the date of adoption.  Accordingly, the initial application of ASC
Topic 825; Subtopic 10 had no effect on the Trust’s financial
statements.





FASB
issued SFAS No. 141R, “Business Combinations,” as codified by ASC Topic 805,
which changes the accounting for acquisitions specifically eliminating the step
acquisition model, changing the recognition of contingent consideration from
being recognized when it is probable to being recognized at the time of
acquisition, and disallowing the capitalization of transaction costs and delays
when restructurings related to acquisitions can be recognized.  ASC
Topic 805 is effective for fiscal years ending after December 15, 2008 and its
adoption has not had an impact on the Trust’s financial position or results of
operations.





FASB
issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial
Statements, an amendment of ARB No. 51,” as codified by ASC Topic 810, which
replaces the concept of minority interest with noncontrolling interests in
subsidiaries.  Noncontrolling interests will now be reported as a
component of equity in the consolidated statement of financial
position.  Earnings attributable to noncontrolling interests will
continue to be reported as a part of consolidated earnings; however, ASC Topic
810 requires that income attributable to both controlling and noncontrolling
interests be presented separately on the face of the consolidated income
statement.  In addition, ASC Topic 810 provides that when losses
attributable to noncontrolling interests exceed the noncontrolling interest’s
basis, losses continue to be attributed to the noncontrolling interest as
opposed to being absorbed by the consolidating entity.  ASC Topic 810
requires retroactive adoption of the presentation and disclosure requirements
for existing minority interests.  All other requirements of ASC Topic
810 shall be applied prospectively.  ASC Topic 810 is effective for
the first annual reporting period beginning on or after December 15, 2008 and
its adoption has not had an impact on the Trust’s financial position or results
of operations.





The
Emerging Issues Task Force (“EITF”) issued EITF No. 08-6, “Equity Method
Investment Accounting Considerations,” as codified by ASC Topic 323; Subtopic
10, which that addresses how the initial carrying value of an equity method
investment should be determined, how an impairment assessment of an underlying
indefinite-lived intangible asset of an equity method investment should be
performed, how an equity method investee’s issuance of shares should be
accounted for, and how to account for a change in an investment from the equity
method to the cost method.  ASC Topic 323; Subtopic 10 shall be
effective in fiscal years beginning on or after December 15, 2008, and
interim periods within those fiscal years.  ASC Topic 323; Subtopic 10
shall be applied prospectively with early application prohibited and its
adoption has not had an impact on the Trust’s financial position or results of
operations.





In April
2009, FASB issued FSP 107-1 and APB 28-1, “Interim Disclosures about Fair Value
of Financial Instruments,” as codified by ASC Topic 825; Subtopic 10,
which requires disclosure about the method and significant assumptions used
to establish the fair value of financial instruments for interim reporting
periods as well as annual statements.  ASC Topic 825; Subtopic 10 is
effective for the Trust as of June 30, 2009 and its adoption did not impact the
Trust’s financial condition or results of operations.  The Trust has
no financial instruments as of December 30, 2009.





In May
2009, FASB issued SFAS No. 165, “Subsequent Events,” as codified by ASC Topic
855, which establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued.  ASC Topic 855 is effective
for the Trust as of June 30, 2009 and its adoption did not impact the Trust’s
financial condition or results of operations.


8


AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


NOTES
TO FINANCIAL STATEMENTS - (Continued)


DECEMBER
30, 2009


(UNAUDITED)





1.
            Basis
      of Presentation (continued)





In June
2009, FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R),”
as codified by ASC Topic 810; Subtopic 10.  ASC Topic 810; Subtopic 10
amends existing consolidation guidance for variable interest entities, requires
ongoing reassessment to determine whether a variable interest entity must be
consolidated, and requires additional disclosures regarding involvement with
variable interest entities and any significant changes in risk exposure due to
that involvement.  ASC Topic 810; Subtopic 10 will be effective for
the Trust’s fiscal year beginning March 31, 2010.  The Trust is
currently evaluating the effects of ASC Topic 810; Subtopic 10 on its financial
statements.





2.
            Investment
      in Local Partnerships





The Trust
owns a 98.9%-99% limited partner interest (the “Local Partnership Interests”) in
ten Local Partnerships and has committed to make capital contribution payments
in the aggregate amount of $14,837,956, which includes voluntary advances made
to certain Local Partnerships and all of which has been paid.  The
Trust has no legal obligation to fund any operating deficits of the Local
Partnerships.





For the
nine months ended December 30, 2009, the investment in local partnerships
activity consists of the following:





Investment
      in local partnerships as of March 30, 2009
                  
                  $
                  2,077,806Voluntary
      advances made to Local Partnerships
                  
                  
                  6,092Distributions
      received from Local Partnerships
                  
                  
                  (60,233
                  )Equity
      in income of investment in local partnerships
                  
                  
                  137,250
                  *Investment
      in local partnerships as of December 30, 2009
                  
                  $
                  2,160,915





*In the
event the operations of a Local Partnership result in a loss, equity in loss of
each investment in Local Partnership allocated to the Trust is recognized
to the extent of the Trust’s investment balance in each Local
Partnership.  Equity in loss in excess of the Trust’s investment
balance in a Local Partnership is allocated to other partners’ capital in any
such Local Partnership.





The
Trust’s investment balance in St. John Housing Associates, L.P. (“St. John
Housing”) represents more than 20% of the Trust’s total assets as of December
30, 2009 and equity in income of investment in local partnerships as reflected
in the accompanying statement of operations for the nine months ended December
30, 2009 includes $143,342 attributable to St. John Housing.  The
following financial information represents certain unaudited operating statement
data of St. John Housing for the nine months ended September 30,
2009:





Revenue
                  
                  $
                  931,389Net
      income
                  
                  $
                  144,790





Edgewood
Manor Associates, L.P. (“Edgewood”) is in default under the terms of its first
mortgage and a default has been declared by the lender; delinquent payments of
principal, interest and certain fees represent a cumulative arrearage of
approximately $27,000 as of December 2009.  The Trust has made
cumulative voluntary advances to Edgewood of $90,000 as of December 30, 2009 to
fund operating deficits, none of which were made during the nine months then
ended.  The Trust’s investment balance in Edgewood, after cumulative
equity losses, became zero during the year ended March 30, 2005 and voluntary
advances made by the Trust were recorded as investment in local partnerships and
written off as additional equity in loss of investment in local
partnerships.


9


AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


NOTES
TO FINANCIAL STATEMENTS - (Continued)


DECEMBER
30, 2009


(UNAUDITED)





2.
            Investment
      in Local Partnerships (continued)





During
the nine months ended December 30, 2009, the Trust made voluntary advances of
$6,092 to St. Christopher's Associates, L.P. V (“St. Christopher”) to fund
operating deficits.  Cumulative voluntary advances as of December 30,
2009 are $6,092.  The Trust’s investment balance in St. Christopher,
after cumulative equity losses, became zero during the year ended March 30, 2004
and voluntary advances made by the Trust were recorded as investment in local
partnerships and written off as additional equity in loss of investment in local
partnerships.





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").  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.  Once
a Local Partnership has become eligible for the Low-income Tax Credit, it 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.  The
Compliance Period of all but one of the Local Partnerships has expired as of
December 31, 2009, with the remaining Local Partnership’s Compliance Period
expiring on December 31, 2010.





3.
            Additional
      Information





Additional
information, including the audited March 30, 2009 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, 2009 on file with the Securities and Exchange Commission.





4.
            Subsequent
      Events





Management
has evaluated all activity of the Trustthrough
February 10, 2010 and concluded that no subsequent events have occurred that
would require recognition in the accompanying financial statements or disclosure
in the notes thereto.





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, 2009, American Tax Credit Trust, a Delaware statutory business
Trust Series I (the “Registrant”) has not experienced a significant change in
financial condition as compared to March 30, 2009.  Principal changes
in assets are comprised of periodic transactions and adjustments and equity in
income (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, 2009, Registrant
received cash from interest revenue and distributions from Local Partnerships
and utilized cash for operating expenses and voluntary advances made to a
certain Local Partnership (see discussion below under Local Partnership
Matters).  Cash and cash equivalents decreased by approximately
$56,000 during the nine months ended December 30, 2009.  During the
nine months ended December 30, 2009, the investment in local partnerships
increased as a result of Registrant's equity in the Local Partnerships' net
income for the nine months ended September 30, 2009 of $137,250 and voluntary
advances of $6,092 made to a certain Local Partnership (see discussion below
under Local
Partnership Matters), partially offset by distributions received from
Local Partnerships of $60,233.  Payable to manager and affiliates in
the accompanying unaudited balance sheet as of December 30, 2009 represents
deferred management fees.





Results of
Operations





Registrant’s
operating results are dependent upon the operating results of the Local
Partnerships and are impacted by the Local Partnerships’ policies.  In
addition, the operating results herein are not necessarily the same for tax
reporting.  Registrant accounts for its investment in local
partnerships in accordance with the equity method of
accounting.  Accordingly, the investment is carried at cost and is
adjusted for Registrant’s share of each Local Partnership’s results of
operations and by cash distributions received.  In the event the
operations of a Local Partnership result in a loss, equity in loss of each
investment in Local Partnership allocated to Registrant is recognized to the
extent of Registrant’s investment balance in each Local
Partnership.  Equity in loss in excess of Registrant’s investment
balance in a Local Partnership is allocated to other partners’ capital in any
such Local Partnership.





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.





Registrant’s
operations for the three months ended December 30, 2009 and 2008 resulted in net
income (loss) of $18,913 and $(46,420), respectively.  The increase in
net income from fiscal 2008 to fiscal 2009 is primarily attributable to an
increase in equity in income of investment in local partnerships of
approximately $63,000, which increase is attributable to an increase in the net
operating income of the Local Partnership in which Registrant continues to have
an investment balance.





Registrant’s
operations for the nine months ended December 30, 2009 and 2008 have not varied
significantly, as reflected by the net losses of $39,675 and $45,116,
respectively.  Other comprehensive loss for the nine months ended
December 30, 2008 resulted from a net unrealized loss on investments in bonds of
$903.  Registrant’s investments in bonds as of March 30, 2008 were
sold and/or matured during the nine months ended December 30, 2008.





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).





Local Partnership
Matters





Registrant's
primary objective has been to provide Low-income Tax Credits to its Beneficial
Owners.  The relevant state tax credit agency allocated each of the
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 “Ten Year Credit Period”).  The Ten Year Credit Period was fully
exhausted with respect to all of the Properties as of December 31,
2006.  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").  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.  Once a Local Partnership has become eligible for the
Low-income Tax Credit, it 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.  The Compliance Period of all but one of the
Local Partnerships has expired as of December 31, 2009, with the remaining Local
Partnership’s Compliance Period expiring on December 31, 2010.  In
addition, certain of the Local Partnerships entered into agreements with the
relevant state tax credit agencies whereby the Local Partnerships must maintain
the low-income nature of the Properties for a period which exceeds the
Compliance Period (in certain circumstances, up to 50 years from when the
Property is placed in service, but commonly 30 years from the date any such
Property is placed in service), regardless of a sale of the Properties by the
Local Partnerships after the Compliance Period (the “Extended Use
Provisions”).  Although the Extended Use Provisions do not extend the
Compliance Period of the respective Local Partnerships, such provisions limit
the number and availability of potential purchasers of the
Properties.  Accordingly, a sale of a Property may happen well after
the expiration of the Compliance Period and/or may be significantly
discounted.  Registrant is in the process of disposing of its limited
partner interests in the Local Partnerships (the “Local Partnership
Interests”).  With the understanding of the expiration of the
respective Compliance Periods as noted above, Registrant has served a demand on
the local general partners (the “Local General Partners”) to commence a sale
process to dispose of the Properties.  In the event a sale cannot be
consummated, it is the Manager’s intention to sell or assign Registrant’s Local
Partnership Interests.  It is not possible to ascertain the amount, if
any, that Registrant will receive with respect to each specific Property from
such sales or assignments.  Registrant intends to dissolve after the
final disposition of its Local Partnership Interests.  There can be no
assurance as to when Registrant will dispose of its Local Partnership
Interests.





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.  Since October 1997, the United
States Department of Housing and Urban Development (“HUD”) has issued a series
of directives related to project based Section 8 contracts that define owners’
notification responsibilities, advise owners of project based Section 8
properties of what their options are regarding the renewal of Section 8
contracts, provide guidance and procedures to owners, management agents,
contract administrators and HUD staff concerning renewal of Section 8 contracts,
provide policies and procedures on setting renewal rents and handling renewal
rent adjustments and provide the requirements and procedures for opting-out of a
Section 8 project based contract.  Registrant cannot 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 could adversely affect the future net operating
income before debt service (“NOI”) and debt structure of any or all Local
Partnerships currently receiving such subsidy or similar
subsidies.  Four Local Partnerships’ Section 8 contracts are currently
subject to renewal under applicable HUD guidelines.  Of the four Local
Partnerships noted above, three have entered into restructuring agreements,
resulting in changes to both rent subsidy and mandatory debt
service.





The Local
Partnerships have various financing structures which include (i) required debt
service payments (“Mandatory Debt Service”) and (ii) debt service payments which
are payable only from available cash flow subject to the terms and conditions of
the notes, which may be subject to specific laws, regulations and agreements
with appropriate federal and state agencies (“Non-Mandatory Debt Service or
Interest”).  Registrant has no legal obligation to fund any operating
deficits of the Local Partnerships.


12


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).





Edgewood
Manor Associates, L.P. (“Edgewood”) is currently in default under the terms of
its first mortgage and a default has been declared by the lender; delinquent
payments of principal, interest and certain fees represent a cumulative
arrearage of approximately $27,000 as of December 2009.  Registrant
has made cumulative voluntary advances of $90,000 to Edgewood to fund operating
deficits as of December 30, 2009, none of which were made during the nine months
then ended.  Registrant’s investment balance in Edgewood, after
cumulative equity losses, became zero during the year ended March 30, 2005 and
voluntary advances made by Registrant were recorded as investment in local
partnerships and written off as additional equity in loss of investment in local
partnerships.  The Compliance Period for Edgewood has
expired.





During
the nine months ended December 30, 2009, Registrant made voluntary advances of
$6,092 to St. Christopher's Associates, L.P. V (“St. Christopher”) to fund
operating deficits.  Cumulative voluntary advances as of December 30,
2009 are $6,092.  St. Christopher withdrew approximately $42,000 from
its operating reserve during the nine months ended September 30, 2009 to fund
operating deficits; St. Christopher has a remaining operating reserve of
approximately $61,000 as of September 30, 2009.  There is no Mandatory
Debt Service and the Local General Partner of St. Christopher represents that
payments on the real estate taxes are current.  Registrant’s
investment balance in St. Christopher, after cumulative equity losses, became
zero during the year ended March 30, 2004 and voluntary advances made by
Registrant were recorded as investment in local partnerships and written off as
additional equity in loss of investment in local partnerships.  The
Compliance Period for St. Christopher has expired.





Critical Accounting Policies
and Estimates





The
accompanying unaudited financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America
(“GAAP”), which requires Registrant to make certain estimates and
assumptions.  The following section is a summary of certain aspects of
those accounting policies that may require subjective or complex judgments and
are most important to the portrayal of Registrant’s financial condition and
results of operations.  Registrant believes that there is a low
probability that the use of different estimates or assumptions in making these
judgments would result in materially different amounts being reported in the
accompanying unaudited financial statements.





·
            Registrant
      accounts for its investment in local partnerships in accordance with the
      equity method of accounting.





·
            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.  Registrant
      makes such assessment at least annually in the fourth quarter of its
      fiscal year or whenever there are indications that a permanent impairment
      may have occurred.  A loss in value of an investment in a Local
      Partnership other than a temporary decline would be recorded as an
      impairment loss.  Impairment is measured by comparing the
      investment carrying amount to the estimated residual value of the
      investment.





·
            Registrant
      does not consolidate the accounts and activities of the Local
      Partnerships, which are considered Variable Interest Entities under
      Financial Accounting Standards Board (“FASB”) Interpretation (“FIN”) No.
      46 - Revised, “Consolidation of Variable Interest Entities,” as codified
      by FASB Accounting Standards Codification (“ASC”) Topic 810; Subtopic 10,
      because Registrant is not considered the primary
      beneficiary.  Registrant’s balance in investment in local
      partnerships, plus the risk of recapture of tax credits previously
      recognized on certain of such investments, represents the maximum exposure
      to loss in connection with such investments.  Registrant’s
      exposure to loss on the Local Partnerships is mitigated by the condition
      and financial performance of the underlying Properties as well as the
      strength of the Local General Partners and their guarantees against credit
      recapture.


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).





Recent Accounting
Pronouncements





FASB
issued FIN No. 48, “Accounting for Uncertainty in Income Taxes,” as codified by
ASC Topic 740; Subtopic 10, which interprets Statement of Financial Accounting
Standard (“SFAS”) No. 109, “Accounting for Income Taxes,” as codified by ASC
Topic 740; Subtopic 10.  ASC Topic 740; Subtopic 10 requires all
taxpayers to analyze all material positions they have taken or plan to take in
all tax returns that have been filed or should have been filed with all taxing
authorities for all years still subject to challenge by those taxing
authorities.  If the position taken is “more-likely-than-not” to be
sustained by the taxing authority on its technical merits and if there is more
than a 50% likelihood that the position would be sustained if challenged and
considered by the highest court in the relevant jurisdiction, the tax
consequences of that position should be reflected in the taxpayer’s GAAP
financial statements.  Because Registrant is a pass-through entity and
is not required to pay income taxes, ASC Topic 740; Subtopic 10 does not
currently have any impact on its financial statements.





FASB
issued SFAS No. 157, “Fair Value Measurements,” as codified by ASC Topic 820,
which defines fair value, establishes a framework for measuring fair value in
accordance with GAAP and expands disclosures about fair value
measurements.  ASC Topic 820 applies to other accounting
pronouncements that require or permit fair value
measurements.  Accordingly, ASC Topic 820 does not require any new
fair value measurements.  ASC Topic 820 is effective for fiscal years
beginning after November 15, 2007.  Registrant adopted ASC Topic
820 effective March 31, 2008.  On February 6, 2008 FASB approved the
Financial Staff Position (“FSP”) that deferred the effective date of ASC Topic
820 by one year for nonfinancial assets and liabilities that are recognized or
disclosed at fair value in the financial statements on a nonrecurring
basis.  The partial adoption of ASC Topic 820 for financial assets and
liabilities did not have a material impact on Registrant’s financial position,
results of operations or cash flows.





Registrant
adopted ASC Topic 820 as of March 31, 2008, with the exception of the
application of the statement to nonrecurring nonfinancial assets and
nonfinancial liabilities.  Nonrecurring nonfinancial assets and
liabilities for which Registrant has not applied the provisions of ASC Topic 820
include investment in local partnerships, which is accounted for under the
equity method of accounting.





ASC Topic
820 establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value.  These tiers include: Level 1, defined
as observable inputs such as quoted prices in active markets for identical
assets or liabilities; Level 2, defined as inputs other than quoted prices for
similar assets or liabilities in active markets that are either directly or
indirectly observable; and Level 3, defined as unobservable inputs in which
little or no market data exists, therefore requiring an entity to develop its
own assumptions.





Financial
assets accounted for at historical cost which approximates fair value on a
recurring basis as of December 30, 2009 are cash and cash equivalents of
$1,405,799 as reflected in the accompanying unaudited balance
sheet.  Cash and cash equivalents are carried at historical cost which
approximates fair value based on quoted market prices for identical securities
(Level 1 inputs).





FASB
issued SFAS No. 141R, “Business Combinations,” as codified by ASC Topic 805,
which changes the accounting for acquisitions specifically eliminating the step
acquisition model, changing the recognition of contingent consideration from
being recognized when it is probable to being recognized at the time of
acquisition, and disallowing the capitalization of transaction costs and delays
when restructurings related to acquisitions can be recognized.  ASC
Topic 805 is effective for fiscal years ending after December 15, 2008 and its
adoption has not had an impact on Registrant’s financial position or results of
operations.





FASB
issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial
Statements, an amendment of ARB No. 51,” as codified by ASC Topic 810, which
replaces the concept of minority interest with noncontrolling interests in
subsidiaries.  Noncontrolling interests will now be reported as a
component of equity in the consolidated statement of financial
position.  Earnings attributable to noncontrolling interests will
continue to be reported as a part of consolidated earnings; however, ASC Topic
810 requires that income attributable to both controlling and noncontrolling
interests be presented separately on the face of the consolidated income
statement.  In addition, ASC Topic 810 provides that when losses
attributable to noncontrolling interests exceed the noncontrolling interest’s
basis, losses continue to be attributed to the noncontrolling interest as
opposed to being absorbed by the consolidating entity.  ASC Topic 810
requires retroactive adoption of the presentation and disclosure requirements
for existing minority interests.  All other requirements of ASC Topic
810 shall be applied prospectively.  ASC Topic 810 is effective for
the first annual reporting period beginning on or after December 15, 2008 and
its adoption has not had an impact on Registrant’s financial position or results
of operations.


14


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
Emerging Issues Task Force (“EITF”) issued EITF No. 08-6, “Equity Method
Investment Accounting Considerations,” as codified by ASC Topic 323; Subtopic
10, which addresses how the initial carrying value of an equity method
investment should be determined, how an impairment assessment of an underlying
indefinite-lived intangible asset of an equity method investment should be
performed, how an equity method investee’s issuance of shares should be
accounted for, and how to account for a change in an investment from the equity
method to the cost method.  ASC Topic 323; Subtopic 10 shall be
effective in fiscal years beginning on or after December 15, 2008, and
interim periods within those fiscal years.  ASC Topic 323; Subtopic 10
shall be applied prospectively with early application prohibited and its
adoption has not had an impact on Registrant’s financial position or results of
operations.





In April
2009, FASB issued FSP 107-1 and APB 28-1, “Interim Disclosures about Fair Value
of Financial Instruments,” as codified by ASC Topic 825; Subtopic 10,
which requires disclosure about the method and significant assumptions used
to establish the fair value of financial instruments for interim reporting
periods as well as annual statements.  ASC Topic 825; Subtopic 10 is
effective for Registrant as of June 30, 2009 and its adoption did not impact
Registrant’s financial condition or results of operations.  Registrant
has no financial instruments as of December 30, 2009.





In May
2009, FASB issued SFAS No. 165, “Subsequent Events,” as codified by ASC Topic
855, which establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued.  ASC Topic 855 is effective
for Registrant as of June 30, 2009 and its adoption did not impact Registrant’s
financial condition or results of operations.





In June
2009, FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R),”
as codified by ASC Topic 810; Subtopic 10.  ASC Topic 810; Subtopic 10
amends existing consolidation guidance for variable interest entities, requires
ongoing reassessment to determine whether a variable interest entity must be
consolidated, and requires additional disclosures regarding involvement with
variable interest entities and any significant changes in risk exposure due to
that involvement.  ASC Topic 810; Subtopic 10 will be effective for
Registrant’s fiscal year beginning March 31, 2010.  Registrant is
currently evaluating the effects of ASC Topic 810; Subtopic 10 on its financial
statements.





Forward-Looking
Information





As a
cautionary note, with the exception of historical facts, the matters discussed
in this quarterly report on Form 10-Q are “forward-looking” statements within
the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform
Act”).  Forward-looking statements may relate to, among other things,
current expectations, forecasts of future events, future actions, future
performance generally, business development activities, capital expenditures,
strategies, the outcome of contingencies, future financial results, financing
sources and availability and the effects of regulation and
competition.  Words such as “anticipate,” “expect,” “intend,” “plan,”
“seek,” “estimate” and other words and terms of similar meaning in connection
with discussions of future operating or financial performance signify
forward-looking statements.  Registrant may also provide written
forward-looking statements in other materials released to the
public.  Such statements are made in good faith by Registrant pursuant
to the “Safe Harbor” provisions of the Reform Act.  Registrant
undertakes no obligation to update publicly or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.  Such forward-looking statements involve known risks,
uncertainties and other factors that may cause Registrant’s actual results of
operations or actions to be materially different from future results of
operations or actions expressed or implied by the forward-looking
statements.





Item
3.   Quantitative and Qualitative
Disclosure About Market Risk.





None.




15


AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I





Item
4.  Controls
and Procedures.





Disclosure
controls and procedures are controls and procedures that are designed to ensure
that information required to be disclosed by Registrant in reports that
Registrant files or submits under the Exchange Act is recorded, processed,
summarized and timely reported as provided in SEC rules and
forms.  Registrant periodically reviews the design and effectiveness
of its disclosure controls and procedures, including compliance with various
laws and regulations that apply to its operations.  Registrant makes
modifications to improve the design and effectiveness of its disclosure controls
and procedures, and may take other corrective action, if its reviews identify a
need for such modifications or actions.  In designing and evaluating
the disclosure controls and procedures, Registrant recognizes that any controls
and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives.





Registrant
has carried out an evaluation, under the supervision and the participation of
its management, including the Chief Executive Officer and Chief Financial
Officer of the Manager, of the effectiveness of the design and operation of its
disclosure controls and procedures (as defined in Rule 13a-15(e) and
15d-15(e) under the Exchange Act), as of the three months ended December
30, 2009.  Based upon that evaluation, the Chief Executive Officer and
Chief Financial Officer of the Manager concluded that Registrant’s disclosure
controls and procedures were effective as of December 30, 2009.





Item
4T.  Internal Control Over
Financial Reporting.





There
were no changes in Registrant’s internal control over financial reporting during
the three months ended December 30, 2009 that have materially affected, or
are reasonably likely to materially affect, Registrant’s internal control over
financial reporting.


16


AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I





PART
II - OTHER
INFORMATION





Item
      1.
            Legal
      Proceedings.





None.





Item 1A.
            Risk
      Factors.





There
have been no material changes from the risk factors previously disclosed in Item
1A of Registrant’s Annual Report on Form 10-K for the year ended March 30,
2009.





Item
      2.
            Unregistered Sales of
      Equity Securities and Use of
Proceeds.





None.





Item
      3.
            Defaults Upon Senior
      Securities.





None; see
Item 2 of Part I regarding the mortgage default of a certain Local
Partnership.





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





None.





Item
      5.
            Other
      Information.





None.





Item
      6.
            Exhibits.





Exhibit
31.1 - Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
Officer.


Exhibit
31.2 - Rule 13a-14(a)/15d-14(a) Certification of Chief Financial
Officer.


Exhibit
32.1 - Section 1350 Certification of Chief Executive Officer.


Exhibit
32.2 - Section 1350 Certification of Chief Financial Officer.


17





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 trustSeries
      IBy:
                Richman
      American Credit Corp.,The
      ManagerDated:
      February 10, 2010
                /s/David Salzmanby:
                David
      SalzmanChief
      Executive OfficerDated:
      February 10, 2010
                /s/James Husseyby:
                James
      HusseyChief
      Financial OfficerDated:
      February 10, 2010
                /s/Richard Paul Richmanby:
                Richard
      Paul RichmanDirector


18