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 June 29,
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
August 4, 2009, 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)





June
      29,
                  2009
              
              
              March
      30,
                  2009ASSETSCash
      and cash equivalents
              
              $
              1,471,835
              
              
              $
              1,461,329Restricted
      cash
              
              
              
              
              
              
              3,008Investment
      in local partnerships
              
              
              2,066,901
              
              
              
              2,077,806$
              3,538,736
              
              
              $
              3,542,143LIABILITIES
      AND OWNERS’ EQUITY (DEFICIT)LiabilitiesAccounts
      payable and accrued expenses
              
              $
              13,747
              
              
              $
              39,880Payable
      to manager and affiliates
              
              
              871,188
              
              
              
              826,034Interest
      payable
              
              
              
              
              
              
              3,008884,935
              
              
              
              868,922Commitments
      and contingenciesOwners’
      equity (deficit)Manager
              
              
              (137,344
              )
              
              
              (137,150
              )Beneficial
      owners (18,654 units of beneficial ownership interest
      outstanding)
              
              
              2,791,145
              
              
              
              2,810,3712,653,801
              
              
              
              2,673,321$
              3,538,736
              
              
              $
              3,542,143





See Notes
to Financial Statements.




3




AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


STATEMENTS
OF OPERATIONS


THREE
MONTHS ENDED JUNE 29, 2009 AND 2008


(UNAUDITED)





2009
              
              
              2008REVENUEInterest
              
              $
              54
              
              
              $
              6,716Other
      income from local partnerships
              
              
              
              
              
              
              750TOTAL
      REVENUE
              
              
              54
              
              
              
              7,466EXPENSESManagement
      fee
              
              
              48,036
              
              
              
              48,036Professional
      fees
              
              
              13,936
              
              
              
              11,231Printing,
      postage and other
              
              
              738
              
              
              
              1,318TOTAL
      EXPENSES
              
              
              62,710
              
              
              
              60,585(62,656
              )
              
              
              (53,119
              )Equity
      in income of investment in local partnerships
              
              
              43,236
              
              
              
              59,097NET
      INCOME (LOSS)
              
              
              (19,420
              )
              
              
              5,978Other
      comprehensive loss, net
              
              
              
              
              
              
              (903
              )COMPREHENSIVE
      INCOME (LOSS)
              
              $
              (19,420
              )
              
              $
              5,075NET
      INCOME (LOSS) ATTRIBUTABLE TOManager
              
              $
              (194
              )
              
              $
              60Beneficial
      owners
              
              
              (19,226
              )
              
              
              5,918$
              (19,420
              )
              
              $
              5,978NET INCOME (LOSS) per
      unit of beneficial ownership interest (18,654 units of beneficial
      ownership interest)
              
              $
              (1.03
              )
              
              $
              .32





See Notes
to Financial Statements.




4




AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


STATEMENTS
OF CASH FLOWS


THREE
MONTHS ENDED JUNE 29, 2009 AND 2008


(UNAUDITED)





2009
              
              
              2008CASH
      FLOWS FROM OPERATING ACTIVITIESInterest
      received (paid)
              
              $
              (2,954
              )
              
              $
              7,979Cash
      paid formanagement
      fee
              
              
              (2,882
              )
              
              
              (1,441
              )professional
      fees
              
              
              (38,218
              )
              
              
              (2,678
              )printing,
      postage and other expenses
              
              
              (2,589
              )
              
              
              (840
              )Net
      cash provided by (used in) operating activities
              
              
              (46,643
              )
              
              
              3,020CASH
      FLOWS FROM INVESTING ACTIVITIESDistributions
      received from local partnerships
              
              
              60,233
              
              
              
              56,190Voluntary
      advances to local partnerships
              
              
              (6,092
              )Transfer
      from restricted cash
              
              
              3,008
              
              
              
              270Proceeds
      from maturities/redemptions and sales of investments in
    bonds
              
              
              
              
              
              
              59,276Net
      cash provided by investing activities
              
              
              57,149
              
              
              
              115,736Net
      increase in cash and cash equivalents
              
              
              10,506
              
              
              
              118,736Cash
      and cash equivalents at beginning of period
              
              
              1,461,329
              
              
              
              1,580,225CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
              
              $
              1,471,835
              
              
              $
              1,698,981SIGNIFICANT
      NON-CASH INVESTING ACTIVITIESUnrealized
      loss on investments in bonds, net
              
              
              
              
              
              $
              (903
              )











See Notes
to Financial Statements.




5




AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


STATEMENTS
OF CASH FLOWS - (Continued)


THREE
MONTHS ENDED JUNE 29, 2009 AND 2008


(UNAUDITED)





2009
              
              
              2008RECONCILIATION
      OF NET INCOME (LOSS) TO NET CASH PROVIDED BY (USED IN) OPERATING
      ACTIVITIESNet
      income (loss)
              
              $
              (19,420
              )
              
              $
              5,978Adjustments
      to reconcile net income (loss) to net cash provided by (used in) operating
      activitiesEquity
      in income of investment in local partnerships
              
              
              (43,236
              )
              
              
              (59,097
              )Other
      income from local partnerships
              
              
              
              
              
              
              (750
              )Gain
      on sale of investments in bonds
              
              
              
              
              
              
              (158
              )Decrease
      in interest receivable
              
              
              
              
              
              
              1,691Increase
      (decrease) in accounts payable and accrued expenses
              
              
              (26,133
              )
              
              
              9,031Increase
      in payable to manager and affiliates
              
              
              45,154
              
              
              
              46,595Decrease
      in interest payable
              
              
              (3,008
              )
              
              
              (270
              )NET
      CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
              
              $
              (46,643
              )
              
              $
              3,020





See Notes
to Financial Statements.




6




AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


NOTES
TO FINANCIAL STATEMENTS


JUNE
29, 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 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 financial statements include all adjustments necessary to present
fairly the financial position as of June 29, 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 three
months ended June 29, 2009 are not necessarily indicative of the results that
may be expected for the entire year.





Recent Accounting
Pronouncements





In June
2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation
(“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), which
interprets Statement of Financial Accounting Standard (“SFAS”) No. 109,
“Accounting for Income Taxes” (“SFAS 109”).  FIN 48 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.  Earlier proposed interpretations of SFAS 109
had recommended a “probable” standard for recognition of tax consequences rather
than the “more-likely-than-not” standard finally adopted.  Because the
Trust is a pass-through entity and is not required to pay income taxes, FIN 48
does not currently have any impact on its financial statements.





In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,”
(“SFAS 157”).  SFAS 157 defines fair value, establishes a framework
for measuring fair value in accordance with GAAP and expands disclosures about
fair value measurements.  SFAS 157 applies to other accounting
pronouncements that require or permit fair value
measurements.  Accordingly, SFAS 157 does not require any new fair
value measurements.  SFAS 157 is effective for fiscal years beginning
after November 15, 2007.  The Trust adopted SFAS 157 effective
March 31, 2008.  On February 6, 2008 the FASB approved the Financial
Staff Position (“FSP”) that defers the effective date of SFAS 157 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 SFAS 157 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 SFAS 157 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 SFAS 157 include investment in
local partnerships, which is accounted for under the equity method of
accounting.





SFAS 157
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 June 29, 2009 are cash and cash equivalents of $1,471,835
as reflected in the accompanying 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


JUNE
29, 2009


(UNAUDITED)





1.
            Basis
      of Presentation (continued)





In
February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial
Assets and Financial Liabilities - including an amendment of FASB Statement No.
115” (“SFAS 159”).  SFAS 159 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.  SFAS 159 is effective for fiscal
years beginning after November 15, 2007.  On March 31, 2008, the Trust
adopted SFAS 159 and elected not to apply the provisions of SFAS 159 to its
eligible financial assets and financial liabilities on the date of
adoption.  Accordingly, the initial application of SFAS 159 had no
effect on the Trust’s financial statements.





In
December 2007, the FASB issued SFAS No. 141R, “Business Combinations” (“SFAS
141R”).  SFAS 141R 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.  SFAS 141R is effective for fiscal years ending after
December 15, 2008.  The adoption of SFAS 141R has not had an impact on
the Trust’s financial position or results of operations.





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51” (“SFAS
160”).  SFAS 160 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, SFAS
160 requires that income attributable to both controlling and noncontrolling
interests be presented separately on the face of the consolidated income
statement.  In addition, SFAS 160 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.  SFAS 160
requires retroactive adoption of the presentation and disclosure requirements
for existing minority interests.  All other requirements of SFAS 160
shall be applied prospectively.  SFAS 160 is effective for the first
annual reporting period beginning on or after December 15, 2008.  The
adoption of SFAS 160 has not had an impact on the Trust’s financial position or
results of operations.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS 162”).  The current hierarchy of GAAP is
set forth in the American Institute of Certified Public Accountants (“AICPA”)
Statement on Auditing Standards (“SAS”) No. 69, “The Meaning of Present Fairly
in Conformity With Generally Accepted Accounting Principles” (“SAS
69”).  SFAS 162 is intended to improve financial reporting by
identifying a consistent framework, or hierarchy, for selecting accounting
principles to be used in preparing financial statements that are presented in
conformity with U.S. generally accepted accounting principles for
nongovernmental entities.  SFAS 162 is effective 60 days following the
Securities and Exchange Commission's (the “SEC”) approval of the Public Company
Accounting Oversight Board’s proposed amendments to SAS 69.  The Trust
is currently evaluating the impact of SFAS 162 on its financial statements, but
does not believe that the adoption of SFAS 162 will have a material effect on
its financial condition or results of operations since SFAS 162 does not
directly impact the accounting principles applied in the preparation of the
Trust’s financial statements.





In
November 2008, the Emerging Issues Task Force (“EITF”) issued EITF
No. 08-6, “Equity Method Investment Accounting Considerations” (“EITF
08-6”), 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.  EITF 08-6 shall be effective in
fiscal years beginning on or after December 15, 2008, and interim
periods within those fiscal years.  EITF 08-6 shall be applied
prospectively with early application prohibited.  The adoption of EITF
08-6 has not had an impact on the Trust’s financial position or results of
operations.




8




AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


NOTES
TO FINANCIAL STATEMENTS


JUNE
29, 2009


(UNAUDITED)





1.
            Basis
      of Presentation (continued)





In April
2009, the FASB issued FSP 107-1 and APB 28-1 “Interim Disclosures about Fair
Value of Financial Instruments.”  The FSP 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.  The FSP is effective for the Trust as of June 30, 2009
and will not impact the Trust’s financial condition or results of
operations.





In May
2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS
165”).  SFAS 165 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.  SFAS
165 is effective for the Trust as of June 30, 2009.  The adoption of
SFAS 165 is not expected to have a material impact on the Trust’s financial
condition or results of operations.





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.





For the
three months ended June 29, 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
                  
                  
                  43,236
                  *Investment
      in local partnerships as of June 29, 2009
                  
                  $
                  2,066,901





*Equity
      in loss of investment in local partnerships is limited to the Trust’s
      investment balance in each Local Partnership; any excess loss is applied
      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 June 29,
2009 and equity in income of investment in local partnerships as reflected in
the accompanying statement of operations for the three months ended June 29,
2009 includes $49,328 attributable to St. John Housing.  The following
financial information represents certain unaudited operating statement data of
St. John Housing for the three months ended March 31, 2009:





Revenue
                  
                  $
                  317,321Net
      income
                  
                  $
                  49,826





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 $21,000 as of June 2009.  The Trust has made cumulative
voluntary advances to Edgewood of $90,000 as of June 29, 2009 to fund operating
deficits, none of which were made during the three 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)


JUNE
29, 2009


(UNAUDITED)





2.
            Investment
      in Local Partnerships (continued)





During
the three months ended June 29, 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 June 29, 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.





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.




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
June 29, 2009, American Tax Credit Trust (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 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 three months ended June 29,
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 increased by approximately
$11,000 during the three months ended June 29, 2009.  During the three
months ended June 29, 2009, the investment in local partnerships decreased as a
result of distributions received from Local Partnerships of $60,233, partially
offset by Registrant's equity in the Local Partnerships' net income for the
three months ended March 31, 2009 of $43,236 and voluntary advances of $6,092
made to a certain Local Partnership (see discussion below under Local Partnership
Matters).  Payable to manager and affiliates in the
accompanying balance sheet as of June 29, 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.  Equity in loss of each
investment in Local Partnership allocated to Registrant is recognized to the
extent of Registrant’s investment balance in each Local
Partnership.  Equity in loss in excess of Registrant’s investment
balance in a Local Partnership is allocated to other partners’ capital in any
such Local Partnership.  As a result, the reported equity in loss of
investment in local partnerships is expected to decrease as Registrant’s
investment balances in the respective Local Partnerships become
zero.





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 June 29, 2009 and 2008 have not varied
significantly, as reflected by the net income (loss) of $(19,420) and $5,978,
respectively.  Other comprehensive loss for the three months ended
June 29, 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 three months ended June 29, 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 will have expired as of December 31, 2009, with the remaining
Local Partnership’s Compliance Period expiring 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 instructing the Local General Partners of
all Local Partnerships that have reached the end of their Compliance Period to
commence a sale process to dispose of the Properties, and intends to so instruct
the Local General Partners of the remaining Local Partnerships upon the
expiration of their respective Compliance Periods.  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.





The
Properties are principally comprised of subsidized and leveraged low-income
multifamily residential complexes located throughout the United
States.  Certain of the Local Partnerships receive rental subsidy
payments, including payments under Section 8 of Title II of the Housing and
Community Development Act of 1974 (“Section 8”).  The subsidy
agreements expire at various times during the Compliance Periods of the Local
Partnerships.  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 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.  In addition, three Local Partnerships 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 $21,000 as of June 2009.  Registrant has
made cumulative voluntary advances of $90,000 to Edgewood to fund operating
deficits as of June 29, 2009, none of which were made during the three 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 three months ended June 29, 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 June 29, 2009
are $6,092.  St. Christopher has a remaining operating reserve of
approximately $103,000 as of March 31, 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 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
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” (“FIN 46(R)”),
      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.





Recent Accounting
Pronouncements





In June
2006, the FASB issued FIN No. 48, “Accounting for Uncertainty in Income Taxes”
(“FIN 48”), which interprets Statement of Financial Accounting Standard (“SFAS”)
No. 109, “Accounting for Income Taxes” (“SFAS 109”).  FIN 48 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.  Earlier proposed interpretations of SFAS 109
had recommended a “probable” standard for recognition of tax consequences rather
than the “more-likely-than-not” standard finally adopted.  Because
Registrant is a pass-through entity and is not required to pay income taxes, FIN
48 does not currently have any impact on its financial statements.




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).





In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,”
(“SFAS 157”).  SFAS 157 defines fair value, establishes a framework
for measuring fair value in accordance with GAAP and expands disclosures about
fair value measurements.  SFAS 157 applies to other accounting
pronouncements that require or permit fair value
measurements.  Accordingly, SFAS 157 does not require any new fair
value measurements.  SFAS 157 is effective for fiscal years beginning
after November 15, 2007.  Registrant adopted SFAS 157 effective
March 31, 2008.  On February 6, 2008 the FASB approved the Financial
Staff Position (“FSP”) that defers the effective date of SFAS 157 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 SFAS 157 for financial assets and liabilities did not
have a material impact on Registrant’s financial position, results of operations
or cash flows.





Registrant
adopted SFAS 157 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 SFAS 157 include investment
in local partnerships, which is accounted for under the equity method of
accounting.





SFAS 157
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 June 29, 2009 are cash and cash equivalents of $1,471,835
as reflected in the accompanying 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).





In
December 2007, the FASB issued SFAS No. 141R, “Business Combinations” (“SFAS
141R”).  SFAS 141R 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.  SFAS 141R is effective for fiscal years ending after
December 15, 2008.  The adoption of SFAS 141R has not had an impact on
Registrant’s financial position or results of operations.





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51” (“SFAS
160”).  SFAS 160 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, SFAS
160 requires that income attributable to both controlling and noncontrolling
interests be presented separately on the face of the consolidated income
statement.  In addition, SFAS 160 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.  SFAS 160
requires retroactive adoption of the presentation and disclosure requirements
for existing minority interests.  All other requirements of SFAS 160
shall be applied prospectively.  SFAS 160 is effective for the first
annual reporting period beginning on or after December 15, 2008.  The
adoption of SFAS 160 has not had an impact on Registrant’s financial position or
results of operations.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS 162”).  The current hierarchy of GAAP is
set forth in the American Institute of Certified Public Accountants (“AICPA”)
Statement on Auditing Standards (“SAS”) No. 69, “The Meaning of Present Fairly
in Conformity With Generally Accepted Accounting Principles” (“SAS
69”).  SFAS 162 is intended to improve financial reporting by
identifying a consistent framework, or hierarchy, for selecting accounting
principles to be used in preparing financial statements that are presented in
conformity with U.S. generally accepted accounting principles for
nongovernmental entities.  SFAS 162 is effective 60 days following the
Securities and Exchange Commission's (the “SEC”) approval of the Public Company
Accounting Oversight Board’s proposed amendments to SAS
69.  Registrant is currently evaluating the impact of SFAS 162 on its
financial statements, but does not believe that the adoption of SFAS 162 will
have a material effect on its financial condition or results of operations since
SFAS 162 does not directly impact the accounting principles applied in the
preparation of Registrant’s financial statements.




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).





In
November 2008, the Emerging Issues Task Force (“EITF”) issued EITF
No. 08-6, “Equity Method Investment Accounting Considerations” (“EITF
08-6”), 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.  EITF 08-6 shall be effective in
fiscal years beginning on or after December 15, 2008, and interim
periods within those fiscal years.  EITF 08-6 shall be applied
prospectively with early application prohibited.  The adoption of EITF
08-6 has not had an impact on Registrant’s financial position or results of
operations.





In April
2009, the FASB issued FSP 107-1 and APB 28-1 “Interim Disclosures about Fair
Value of Financial Instruments.”  The FSP 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.  The FSP is effective for Registrant as of June 30, 2009
and will not impact Registrant’s financial condition or results of
operations.





In May
2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS
165”).  SFAS 165 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.  SFAS
165 is effective for Registrant as of June 30, 2009.  The adoption of
SFAS 165 is not expected to have a material impact on Registrant’s financial
condition or results of operations.





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.





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.





15




AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I





Item
4.  Controls
and Procedures (continued).





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 June 29,
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 June 29, 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 June 29, 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:
      August 4, 2009
                        /s/David
      Salzmanby:
                        David
      SalzmanChief
      Executive OfficerDated:
      August 4, 2009
                        /s/James
      Husseyby:
                        James
      HusseyChief
      Financial OfficerDated:
      August 4, 2009
                        /s/Richard
      Paul Richmanby:
                        Richard
      Paul RichmanDirector




18