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, 2010





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 8, 2011, 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





Table of
Contents


PageItem
      1.
                            Financial
      Statements.Balance
      Sheets
                            
                            3Statements
      of Operations
                            
                            4Statements
      of Cash Flows
                            
                            5Notes
      to Financial Statements
                            
                            6Item
      2.
                            Management’s Discussion and Analysis of
      Financial Condition and Results of
    Operations.
                            
                            8Item
      3.
                            Quantitative and Qualitative Disclosure
      About Market Risk.
                            
                            11Item
      4.
                            Controls
      and Procedures.
                            
                            11Item
      4T.
                            Internal
      Control Over Financial Reporting.
                            
                            11




2


AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


BALANCE
SHEETS


(UNAUDITED)





December
      30,
                  2010
              
              
              March
      30,
                  2010ASSETSCash
      and cash equivalents
              
              $
              206,179
              
              
              $
              286,543Investment
      in mutual fund
              
              
              790,253
              
              
              
              1,113,737Investment
      in bond
              
              
              101,238Interest
      receivable
              
              
              2,341Investment
      in local partnerships
              
              
              2,233,478
              
              
              
              2,126,698$
              3,333,489
              
              
              $
              3,526,978LIABILITIES
      AND OWNERS’ EQUITY (DEFICIT)LiabilitiesAccounts
      payable and accrued expenses
              
              $
              20,573
              
              
              $
              32,561Payable
      to manager and affiliates
              
              
              762,123
              
              
              
              959,099782,696
              
              
              
              991,660Commitments
      and contingenciesOwners’
      equity (deficit)Manager
              
              
              (138,476
              )
              
              
              (138,529
              )Beneficial
      owners (18,654 units of beneficial ownership interest
      outstanding)
              
              
              2,679,079
              
              
              
              2,673,847Accumulated
      other comprehensive income
              
              
              10,1902,550,793
              
              
              
              2,535,318$
              3,333,489
              
              
              $
              3,526,978





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, 2010 AND 2009


(UNAUDITED)





Three Months
                  Ended
                  December 30,
                  2010
              
              
              Nine Months
                  Ended
                  December 30,
                  2010
              
              
              Three Months
                  Ended
                  December 30,
                  2009
              
              
              Nine Months
                  Ended
                  December 30,
                  2009REVENUEInterest
              
              $
              5,532
              
              
              $
              14,714
              
              
              $
              178
              
              
              $
              240Other
      income from local partnerships
              
              
              
              
              
              
              2,500TOTAL
      REVENUE
              
              
              5,532
              
              
              
              17,214
              
              
              
              178
              
              
              
              240EXPENSESManagement
      fee
              
              
              48,036
              
              
              
              144,107
              
              
              
              48,036
              
              
              
              144,107Professional
      fees
              
              
              9,931
              
              
              
              25,075
              
              
              
              8,152
              
              
              
              29,881Printing,
      postage and other
              
              
              4,076
              
              
              
              9,759
              
              
              
              1,416
              
              
              
              3,177TOTAL
      EXPENSES
              
              
              62,043
              
              
              
              178,941
              
              
              
              57,604
              
              
              
              177,165(56,511
              )
              
              
              (161,727
              )
              
              
              (57,426
              )
              
              
              (176,925
              )Equity
      in income of investment in local partnerships
              
              
              55,711
              
              
              
              167,012
              
              
              
              76,339
              
              
              
              137,250NET
      INCOME (LOSS)
              
              
              (800
              )
              
              
              5,285
              
              
              
              18,913
              
              
              
              (39,675
              )Other
      comprehensive income, net
              
              
              630
              
              
              
              10,190COMPREHENSIVE
      INCOME (LOSS)
              
              $
              (170
              )
              
              $
              15,475
              
              
              $
              18,913
              
              
              $
              (39,675
              )NET
      INCOME (LOSS) ATTRIBUTABLE TOManager
              
              $
              (8
              )
              
              $
              53
              
              
              $
              189
              
              
              $
              (397
              )Beneficial
      owners
              
              
              (792
              )
              
              
              5,232
              
              
              
              18,724
              
              
              
              (39,278
              )$
              (800
              )
              
              $
              5,285
              
              
              $
              18,913
              
              
              $
              (39,675
              )NET INCOME (LOSS) per
      unit of beneficial ownership interest (18,654 units of beneficial
      ownership interest)
              
              $
              (.04
              )
              
              $
              .28
              
              
              $
              1.00
              
              
              $
              (2.11
              )





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, 2010 AND 2009


(UNAUDITED)





2010
              
              
              2009CASH
      FLOWS FROM OPERATING ACTIVITIESInterest
      received (paid)
              
              $
              15,556
              
              
              $
              (2,768
              )Cash
      paid forManagement
      fee
              
              
              (341,083
              )
              
              
              (57,925
              )Professional
      fees
              
              
              (36,157
              )
              
              
              (47,513
              )Printing,
      postage and other expenses
              
              
              (10,665
              )
              
              
              (4,473
              )Net
      cash used in operating activities
              
              
              (372,349
              )
              
              
              (112,679
              )CASH
      FLOWS FROM INVESTING ACTIVITIESDistributions
      received from local partnerships
              
              
              62,732
              
              
              
              60,233Investments
      in mutual fund
              
              
              (10,484
              )Redemptions
      from mutual fund
              
              
              340,677Investment
      in bond
              
              
              (100,940
              )Voluntary
      advances to local partnerships
              
              
              
              
              
              
              (6,092
              )Transfer
      from restricted cash
              
              
              
              
              
              
              3,008Net
      cash provided by investing activities
              
              
              291,985
              
              
              
              57,149Net
      decrease in cash and cash equivalents
              
              
              (80,364
              )
              
              
              (55,530
              )Cash
      and cash equivalents at beginning of period
              
              
              286,543
              
              
              
              1,461,329CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
              
              $
              206,179
              
              
              $
              1,405,799RECONCILIATION
      OF NET INCOME (LOSS) TO NET CASH USED IN OPERATING
    ACTIVITIESNet
      income (loss)
              
              $
              5,285
              
              
              $
              (39,675
              )Adjustments
      to reconcile net income (loss) to net cash used in operating
      activitiesEquity
      in income of investment in local partnerships
              
              
              (167,012
              )
              
              
              (137,250
              )Other
      income from local partnerships
              
              
              (2,500
              )Amortization
      of premium on investment in bond
              
              
              1,433Interest
      purchased at date of investment in bond
              
              
              1,750Increase
      in interest receivable
              
              
              (2,341
              )Decrease
      in accounts payable and accrued expenses
              
              
              (11,988
              )
              
              
              (18,928
              )Increase
      (decrease) in payable to manager and affiliates
              
              
              (196,976
              )
              
              
              86,182Decrease
      in interest payable
              
              
              
              
              
              
              (3,008
              )NET
      CASH USED IN OPERATING ACTIVITIES
              
              $
              (372,349
              )
              
              $
              (112,679
              )SIGNIFICANT
      NONCASH INVESTING ACTIVITIESUnrealized
      gain on investment in mutual fund
              
              $
              6,709Unrealized
      gain on investment in bond
              
              $
              3,481





See Notes
to Financial Statements.


5


AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


NOTES
TO FINANCIAL STATEMENTS


DECEMBER
30, 2010


(UNAUDITED)





1.
            Basis
      of Presentation





The
accompanying unaudited financial statements of American Tax Credit Trust, a
Delaware statutory business Trust Series I (the “Trust”) 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, in part, 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 unaudited financial statements are dependent on
such unaudited information.  In the opinion of the Manager, the
accompanying unaudited financial statements include all adjustments necessary to
present fairly the financial position as of December 30, 2010 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, 2010 are not necessarily indicative of
the results that may be expected for the entire year.





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 Partnership has no legal obligation to fund any operating
deficits of the Local Partnerships.





For the
nine months ended December 30, 2010, the investment in local partnerships
activity consists of the following:





Investment
      in local partnerships as of March 30, 2010
                  
                  $
                  2,126,698Equity
      in income of investment in local partnerships
                  
                  
                  167,012
                  *Distributions
      received from Local Partnerships
                  
                  
                  (62,732
                  )Distributions
      classified as other income
                  
                  
                  2,500Investment
      in local partnerships as of December 30, 2010
                  
                  $
                  2,233,478





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





In
January 2011, Starved Rock - LaSalle Manor Limited Partnership (“Starved Rock”)
entered into a purchase agreement (the “Purchase Agreement”) to sell its
underlying Property to an affiliate of the Local General Partner of Starved
Rock.  Under the terms of the Purchase Agreement, the Partnership would
receive $108,000 (subject to adjustment under the terms of the Purchase
Agreement) plus $30,000 for distributions that are due to the Partnership under
the terms of the partnership agreement of Starved Rock.  The Purchase
Agreement is subject to the approval of the United States Department of Housing
and Urban Development (“HUD”) and there can be no assurance that the Property
will be sold under the terms of the Purchase Agreement.  The Partnership’s
investment balance in Starved Rock, after cumulative equity losses, became zero
during the year ended March 30, 2008.





As a
result of a violation of certain terms of the regulatory agreement (the
“Regulatory Agreement”) entered into in connection with its mortgage, the lender
declared Vision Limited Dividend Housing Association Limited Partnership
(“Vision”) in default under the terms of the mortgage.  The lender granted
the Local General Partner of Vision an extension to December 31, 2010 to cure
the violation of the Regulatory Agreement.  Although the default is not yet
cured, the Local General Partner of Vision represents that the lender has
provided a further extension and that payments on the mortgage and real estate
taxes are current.  The Partnership’s investment balance in Vision, after
cumulative equity losses, became zero during the year ended March 30,
2005.


6


AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


NOTES
TO FINANCIAL STATEMENTS - CONTINUED


DECEMBER
30, 2010


(UNAUDITED)





2.
            Investment
      in Local Partnerships (Continued)





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 $38,000 as of January 2011.  The Trust has made cumulative
voluntary advances to Edgewood of $90,000 as of December 30, 2010 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.





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, 2010 and equity in income of investment in local partnerships reflected in
the accompanying unaudited statement of operations for the nine months ended
December 30, 2010 is 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, 2010:





Revenue
                  
                  $
                  1,063,476Net
      income
                  
                  $
                  168,699





3.
            Investment
      in Mutual Fund





The
Partnership carries its investment in mutual fund (the “Fund”) at estimated fair
value.  The fair value of the Partnership’s investment in mutual fund is
classified within Level 1 of the fair value hierarchy of the guidance on
Fair Value Measurements as defined in Accounting Standards Codification (“ASC”)
Topic 820.  Level 1 inputs utilize quoted prices (unadjusted) in active
markets for identical assets or liabilities that the Partnership has the ability
to access.  The Fund’s net asset value (“NAV”) is $10.06 per share as of
December 30, 2010.  The unrealized gain of $6,709 is included as a
component of accumulated other comprehensive income in the accompanying
unaudited financial statements as of and for the nine months ended December 30,
2010.





4.
            Investment
      in Bond





The
Partnership carries its investment in bond as available-for-sale because such
investment is used to facilitate and provide flexibility for its obligations,
including resolving circumstances that may arise in connection with the Local
Partnerships.  Investment in bond is reflected in the accompanying
unaudited balance sheet as of December 30, 2010 at estimated fair value and is
classified within Level 1 of the fair value hierarchy of the guidance on
Fair Value Measurements (see discussion in Note 3 above).  The unrealized
gain of $3,481 is included as a component of accumulated other comprehensive
income in the accompanying unaudited financial statements as of and for the nine
months ended December 30, 2010.





As of
December 30, 2010, certain information concerning investment in bond is as
follows:





Description and maturity
                  
                  Amortized
                      cost
                  
                  
                  Gross
                      unrealized
                      gain
                  
                  
                  Gross
                      unrealized
                      loss
                  
                  
                  Estimated
                      fair valueCorporate
      debt securityCallable
      in September 2013
                  
                  $
                  97,757
                  
                  
                  $
                  3,481
                  
                  
                  $
                  —
                  
                  
                  $
                  101,238





5.
            Additional
      Information





Additional
information, including the audited March 30, 2010 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, 2010 on file with the Securities and Exchange
Commission.


7


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, 2010, American Tax Credit Trust (the “Registrant”) has experienced
a significant change in financial condition as compared to March 30, 2010
primarily as a result of the payment of deferred management fees. 
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 qualified 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, 2010,
Registrant received cash from interest revenue and distributions from Local
Partnerships and utilized cash for operating expenses and investments in a
mutual fund and a bond.  Cash and cash equivalents, investment in mutual
fund and investment in bond decreased, in the aggregate, by approximately
$303,000 during the nine months ended December 30, 2010 (which includes
unrealized gains on investment in mutual fund and investment in bond in the
aggregate of approximately $10,000).  Registrant intends to hold the bond
until its call date (September 2013) and therefore does not expect to realize
significant gains or losses on its investment in bond, if any.  During the
nine months ended December 30, 2010, the investment in local partnerships
increased as a result of equity in the Local Partnerships’ net income for the
nine months ended September 30, 2010 of $167,012, partially offset by
distributions received from Local Partnerships of $60,232 (excluding $2,500 of
distributions classified as other income from local partnerships).  Payable
to manager and affiliates in the accompanying unaudited balance sheet as of
December 30, 2010 represents deferred management fees.





Results of
Operations





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





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, 2010 and 2009 resulted in net
income (loss) of $(800) and $18,913, respectively.  The decrease in net
income from fiscal 2009 to fiscal 2010 is primarily attributable to a decrease
in equity in income of investment in local partnerships of approximately
$21,000, which is attributable to a decrease in the net operating income of the
Local Partnership in which Registrant continues to have an investment
balance.  Other comprehensive income for the three months ended December
30, 2010 resulted from unrealized gains (losses) on investment in mutual fund
and investment in bond of $(1,122) and $1,752, respectively.





Registrant’s
operations for the nine months ended December 30, 2010 and 2009 resulted in net
income (loss) of $5,285 and $(39,675), respectively.  The decrease in net
loss from fiscal 2009 to fiscal 2010 is primarily attributable to (i) an
increase in equity in income of investment in local partnerships of
approximately $30,000, which is attributable to an increase in the net operating
income of the Local Partnership in which Registrant continues to have an
investment balance, and (ii) an increase in interest revenue and other income
from local partnerships in the aggregate amount of approximately $17,000. Other
comprehensive income for the nine months ended December 30, 2010 resulted from
unrealized gains on investment in mutual fund and investment in bond of $6,709
and $3,481, respectively.


8


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, to provide Low-income Tax Credits to its beneficial owners
(the “Beneficial Owners”), has been completed.  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 Compliance Period of all of the
Local Partnerships had expired as of 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”).  As of December 30, 2010, Registrant owns all ten
of the Local Partnership Interests originally acquired.  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
four that receive 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.  The 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.





In
January 2011, Starved Rock - LaSalle Manor Limited Partnership (“Starved Rock”)
entered into a purchase agreement (the “Purchase Agreement”) to sell its
underlying Property to an affiliate of the Local General Partner of Starved
Rock.  Under the terms of the Purchase Agreement, Registrant would receive
$108,000 (subject to adjustment under the terms of the Purchase Agreement) plus
$30,000 for distributions that are due to Registrant under the terms of the
partnership agreement of Starved Rock.  The Purchase Agreement is subject
to the approval of HUD and there can be no assurance that the Property will be
sold under the terms of the Purchase Agreement.  Registrant’s investment
balance in Starved Rock, after cumulative equity losses, became zero during the
year ended March 30, 2008.


9


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).





As a
result of a violation of certain terms of the regulatory agreement (the
“Regulatory Agreement”) entered into in connection with its mortgage, the lender
declared Vision Limited Dividend Housing Association Limited Partnership
(“Vision”) in default under the terms of the mortgage.  The lender granted
the Local General Partner of Vision an extension to December 31, 2010 to cure
the violation of the Regulatory Agreement.  Although the default is not yet
cured, the Local General Partner of Vision represents that the lender has
provided a further extension and that payments on the mortgage and real estate
taxes are current.  Registrant’s investment balance in Vision, after
cumulative equity losses, became zero during the year ended March 30,
2005.





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 $38,000 as of January 2011.  Registrant has made
cumulative voluntary advances of $90,000 to Edgewood to fund operating deficits
as of December 30, 2010, 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.





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”) Accounting Standards
      Codification (“ASC”) Topic 810; Subtopic 10, because Registrant is not
      considered the primary beneficiary.  Registrant’s balance in
      investment in local partnerships represents the maximum exposure to loss
      in connection with such investments.  Registrant’s exposure to loss
      on the Local Partnerships is mitigated by the condition and financial
      performance of the underlying Properties as well as the financial strength
      of the Local General Partners.  In addition, the Local Partnerships’
      partnership agreements grant the Local General Partners the power to
      direct the activities that most significantly impact the Local
      Partnerships’ economic success.


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
(Continued).





Forward-Looking
Information





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





Item
3.  Quantitative
and Qualitative Disclosure About Market Risk.





Registrant’s
investment in mutual fund (the “Fund”) is subject to certain risk.  The
fixed income securities in which the Fund invests are subject to interest rate
risk, credit risk, prepayment risk, counterparty risk, municipal securities
risk, liquidity risk, management risk, government security risk and valuation
risk.  Typically, when interest rates rise, the market prices of fixed
income securities go down.  The Fund is classified as “non-diversified,”
and thus may invest most of its assets in securities issued by or representing a
small number of issuers.  As a result, the Fund may be more susceptible to
the risks associated with these particular issuers, or to a single economic,
political or regulatory occurrence affecting these issuers.  These risks
could adversely affect the Fund’s net asset value (“NAV”), yield and total
return.





The
market value of Registrant’s investment in bond is subject to fluctuation based
upon changes in interest rates relative to the investment’s maturity date and
the associated bond rating.  Since Registrant’s investment in bond is
callable in 2013, the value of such investment may be adversely impacted in an
environment of rising interest rates in the event Registrant decides to
liquidate the investment prior to its call date.  Although Registrant may
utilize the investment to pay for its operating expenses and/or for certain
Local Partnership matters, it otherwise intends to hold such investment to its
call date.  Therefore, Registrant does not anticipate any material adverse
impact in connection with such investment.





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, 2010.  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, 2010.





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, 2010 that have materially affected, or
are reasonably likely to materially affect, Registrant’s internal control over
financial reporting.


11


AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I





PART
II - OTHER
INFORMATION





Item
      1.
            Legal
      Proceedings.





None.





Item
      1A.
            Risk
      Factors.





As of
December 31, 2010, the Compliance Periods of all of the Local Partnerships had
expired (see Part I - Item 2 - Management’s Discussion and
Analysis of Financial Condition and Results of Operations herein). 
There have been no other material changes from the risk factors previously
disclosed in Item 1A of Registrant’s Annual Report on Form 10-K for the year
ended March 30, 2010.





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 defaults of certain Local
Partnerships.





Item
      4.
            Removed and
      Reserved.





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.


12





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 8, 2011
                              /s/David
      Salzmanby:
                              David
      SalzmanChief
      Executive OfficerDated:
      February 8, 2011
                              /s/James
      Husseyby:
                              James
      HusseyChief
      Financial OfficerDated:
      February 8, 2011
                              /s/Richard
      Paul Richmanby:
                              Richard
      Paul RichmanDirector


13