UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K


(Mark One)

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

For the fiscal year ended March 31, 2007

                                       OR

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


                         COMMISSION FILE NUMBER 0-20476

                        INDEPENDENCE TAX CREDIT PLUS L.P.
            (Formerly known as Independence Tax Credit Plus Program)
             (Exact name of registrant as specified in its charter)


                    Delaware                                      13-3589920
------------------------------------------------             -------------------
(State or other jurisdiction of incorporation or               (I.R.S. Employer
                 organization)                               Identification No.)

     625 Madison Avenue, New York, New York                         10022
------------------------------------------------             -------------------
    (Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code (212) 517-3700

Securities registered pursuant to Section 12(b) of the Act:

     None

Securities registered pursuant to Section 12(g) of the Act:

     Beneficial   Assignment    Certificates   (including   underlying   Limited
Partnership Interests)

     (Title of Class)

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

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

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

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

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

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

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]

     The  approximate  aggregate book value of the voting and non-voting  common
equity held by  non-affiliates  of the  Registrant  as of September 30, 2006 was
$(1,811,000), based on Limited Partner equity (deficit) as of such date.

                       DOCUMENTS INCORPORATED BY REFERENCE
     None.


<PAGE>

                                     PART I


Item 1. Business.

General
-------

Independence Tax Credit Plus L.P. (the  "Partnership") is a limited  partnership
which was formed  under the laws of the State of  Delaware  on November 7, 1990.
The general partner of the Partnership is Related Independence  Associates L.P.,
a Delaware limited partnership (the "General  Partner").  The general partner of
the  General  Partner  is  Related  Independence  Associates  Inc.,  a  Delaware
corporation  ("RIAI").  The ultimate parent of the General Partner is Centerline
Holding Company  ("Centerline")  (which had been known as CharterMac until April
2007).

On March 15, 2007,  Centerline  announced  the  retirement  of Alan P. Hirmes as
Chief Financial  Officer of Centerline.  Upon his  retirement,  he also resigned
from his  position as Director,  President,  Chief  Executive  Officer and Chief
Financial  Officer  of  RIAI.  Centerline  has  named  Robert  L.  Levy as Chief
Financial Officer and Andrew J. Weil as President and Chief Executive Officer to
replace Mr. Hirmes.

On July 1, 1991, the Partnership commenced a public offering (the "Offering") of
Beneficial Assignment Certificates ("BACs") representing  assignments of limited
partnership  interests in the  Partnership  ("Limited  Partnership  Interests"),
managed by Related Equities  Corporation (the "Dealer  Manager"),  pursuant to a
prospectus  dated July 1, 1991,  as  supplemented  by Master  Supplement  No. 1a
thereto dated April 28, 1992 and Master Supplement No. 2a thereto dated November
3, 1992 (as so supplemented, the "Prospectus").

The  Partnership  received  $76,786,000 of gross proceeds from the Offering from
5,351 investors and no further issuance of BACs is anticipated.

The Partnership was formed to invest as a limited partner in other  partnerships
("Local  Partnerships",  "subsidiaries" or "subsidiary  partnerships")  that own
apartment  complexes  ("Apartment  Complexes" or "Properties") that are eligible
for the low-income  housing tax credit ("Tax Credit")  enacted in the Tax Reform
Act of 1986, some of which may also be eligible for the historic  rehabilitation
tax credit ("Historic Tax Credit").  The Partnership's  investment in each Local
Partnership represents from 98% to 98.99% of the Partnership's  interests in the
Local  Partnership.  The  Partnership  originally  held  ownership  interests in
twenty-eight  Local  Partnerships.  As of March 31, 2007,  the  Partnership  has
disposed  of one of the  twenty-eight  original  Properties  and held  ownership
interests  in   twenty-seven   Local   Partnerships.   As  of  March  31,  2007,
approximately  $59,700,000  (not  including  acquisition  fees of  approximately
$4,500,000)  of the net  proceeds  of the  Offering  has been  invested in Local
Partnerships,  of which approximately $9,000 remains to be paid (all of which is
held in  escrow)  to the  Local  Partnerships,  as  certain  benchmarks  such as
occupancy  levels  must be  attained  prior  to the  release  of the  funds.  In
addition,  one Local  Partnership  entered into a purchase and sale agreement to
sell its property and related assets and  liabilities.  See Item 2,  Properties,
below. The Partnership does not intend to acquire additional properties.

The investment objectives of the Partnership are to:

1.  Entitle  qualified  BACs  holders  to Tax  Credits  over the  period  of the
Partnership's entitlement to claim Tax Credits (for each Property, generally ten
years from the date of investment or, if later,  the date the Property is placed
in  service;  referred to herein as the "Credit  Period")  with  respect to each
Apartment Complex.

2. Preserve and protect the Partnership's capital.

3.  Participate in any capital  appreciation  in the value of the Properties and
provide  distributions  of Sale or Refinancing  Proceeds upon the disposition of
the Properties.

4. Allocate  passive losses to individual  BACs holders to offset passive income
that they may realize  from rental real  estate  investments  and other  passive
activities,  and allocate  passive  losses to  corporate  BACs holders to offset
business income.

One of the Partnership's  objectives is to entitle qualified BACs holders to Tax
Credits  over the Credit  Period.  Each of the Local  Partnerships  in which the
Partnership  has acquired an interest has been  allocated by the relevant  state
credit  agencies the authority to recognize Tax Credits during the Credit Period
provided  that the Local  Partnership  satisfies the rent  restriction,  minimum
set-aside and other requirements for recognition of the Tax Credits at all times
during such period.  Once a Local  Partnership  has become eligible to recognize
Tax Credits,  it may lose such eligibility and suffer an event of "recapture" if
its Property  fails to remain in  compliance  with the Tax Credit  requirements.
None of the Local Partnerships in which the Partnership has acquired an interest
has suffered an event of recapture.

Tax  Credits  with  respect to a given  Apartment  Complex are  available  for a
ten-year period that commences when the Property is leased to qualified tenants.
However,  the annual Tax Credits  available  in the year in which the  Apartment
Complex is leased to qualified  tenants  must be prorated  based upon the months
remaining in the year. The amount of the annual Tax Credits not available in the
first year will be available in the eleventh year. Internal Revenue Code Section
42 regulates  the use of the Apartment  Complexes as to occupancy,  eligibility,
and unit gross rent, among other requirements.  Each Apartment Complex must meet
the provisions of these  regulations  during each of fifteen  consecutive  years
(the  "Compliance  Period") in order to remain qualified to receive the credits.
Certain  Apartment  Complexes  have extended  compliance  periods of up to fifty
years. The Partnership generated $17,573,  $17,573 and $1,051,548 in Tax Credits
during the years ending December 31, 2006, 2005 and 2004, respectively.

The Tax Credits are attached to a Local  Partnership  for the Credit  Period and
are transferable  with the Property during the entirety of such ten year period.
If  trends in the real  estate  market  warranted  the sale of a  Property,  the
remaining Tax Credits would  transfer to the new owner,  thereby adding value to
the Property on the market.  However,  such value  declines each year and is not
included in the financial  statement  carrying amount.  As of December 31, 2006,
all Credit  Periods have expired except for one Local  Partnership  which has an
extended  Credit  Period.  This Local  Partnership  will receive  $11,579 in Tax
Credits through December 31, 2007 and then smaller amounts through 2011.

                                       2
<PAGE>

A loss on  impairment of assets is recorded when  management  estimates  amounts
recoverable   through  future   operations  and  sale  of  the  Property  on  an
undiscounted  basis  are  below  depreciated  cost.  At that  time the  Property
investments  themselves are reduced to estimated fair value (generally using the
discounted cash flow valuation method).  Through March 31, 2007, the Partnership
has recorded  approximately  $1,165,000  as an aggregate  loss on  impairment of
assets or reduction to estimated fair value.

While the value of the  remaining Tax Credits are a factor in  calculating  fair
value,  the expiration of the Credit Period,  in and of itself,  is not the only
factor in determining whether there is an impairment and generally does not have
any adverse impact on the fair value of the Local Partnerships.

There can be no  assurance  that the  Partnership  will  achieve its  investment
objectives as described above.

The  Partnership  is subject to the risks  incident to potential  losses arising
from the management and ownership of improved real estate.  The  Partnership can
also be affected by poor economic  conditions  generally;  however, no more than
21%  of the  Properties  are  located  in  any  single  state.  There  are  also
substantial  risks associated with owning  interests in properties,  as does the
Partnership,  which receive government  assistance,  for example the possibility
that Congress may not appropriate  funds to enable the Department of Housing and
Urban Development ("HUD") to make rental assistance payments. HUD also restricts
annual  cash  distributions  to  partners  based  on  operating  results  and  a
percentage of the owner's equity  contribution.  The Partnership  cannot sell or
substantially  liquidate its investments in subsidiary  partnerships  during the
period that the subsidy  agreements  are in existence  without  HUD's  approval.
Furthermore,  there may not be market demand for apartments at full market rents
when the rental assistance contracts expire.

Segments
--------
The Partnership operates in one segment, which is the investment in multi-family
residential  property.  Financial information about this segment is set forth in
Item 8 hereto.

Sales of Underlying Local Partnership Interest
----------------------------------------------

The Partnership is currently in the process of disposing of its investments.  As
of March 31, 2007, the Partnership sold the limited partnership  interest in one
Local Partnership.  In addition,  one Local Partnership  entered into a purchase
and sales agreement to sell its property and related assets and liabilities.

On March 29, 2007, the Partnership sold its limited partnership interest in P.S.
157 Associates, L.P. ("P.S. 157") to the Local General Partner for a sales price
of $1,996,490.  The sale resulted in a gain of  approximately  $1,940,000  which
will be recognized on Form 10-Q for the quarter ended June 30, 2007 and resulted
from the write-off of the basis in the property of approximately  $56,000 at the
date of the sale and the $1,996,490 cash received from the sale.

Asset Held for Sale
-------------------

On March 6, 2007, Homestead  Apartments  Associates Ltd.  ("Homestead")  entered
into a purchase and sale  agreement to sell the property and the related  assets
and  liabilities to an  unaffiliated  third party purchaser for a sales price of
$4,600,000. The sales documents have been executed and the initial deposit funds
are being held in escrow.  No assurance can be given that the sale will actually
occur.  The closing is expected  to occur in the quarter  ending June 30,  2008.
Homestead  is being held as an asset held for sale as of March 31,  2007.  As of
December  31,  2006,   Homestead  had  property  and  equipment,   at  cost,  of
approximately  $6,231,000,  accumulated depreciation of approximately $2,122,000
and mortgage debt of approximately $3,311,000

Competition
-----------
The real estate  business is highly  competitive  and  substantially  all of the
Properties  acquired by the Partnership are subject to active  competition  from
similar properties in their respective  vicinities.  In addition,  various other
limited partnerships have, in the past, and may, in the future, be formed by the
General  Partner  and/or its  affiliates  to engage in  businesses  which may be
competitive  with the  Partnership.  The  General  Partner  is also the  general
partner of Independence Tax Credit Plus L.P. II.

Employees
---------
The Partnership does not have any direct  employees.  All services are performed
for the  Partnership  by its  General  Partner and its  affiliates.  The General
Partner receives compensation in connection with such activities as set forth in
Items 11 and 13. In addition, the Partnership reimburses the General Partner and
certain  of  its  affiliates  for  expenses  incurred  in  connection  with  the
performance  by their  employees of services for the  Partnership  in accordance
with the  Partnership's  Amended and Restated  Agreement of Limited  Partnership
(the "Partnership Agreement").

Item 1A. Risk Factors

The Partnership's  investment as a limited partner in the Local  Partnerships is
subject to the risks incident to the potential  losses  arising from  management
and ownership of improved real estate. The Partnership's  investments also could
be  adversely  affected  by poor  economic  conditions,  generally,  which could
increase vacancy levels and rental payment defaults,  and by increased operating
expenses,  any or all of which could threaten the financial  viability of one or
more of the Local Partnerships.

There also are  substantial  risks  associated  with the operations of Apartment
Complexes   receiving   government   assistance.   These  include   governmental
regulations  concerning tenant eligibility,  which may make it more difficult to
rent apartments in the Apartment Complexes; difficulties in obtaining government
approval for rent  increases;  limitations on the percentage of income which low
and  moderate-income  tenants may pay as rent; the possibility that Congress may
not appropriate  funds to enable HUD to make the rental  assistance  payments it
has contracted to make;  and that when the rental  assistance  contracts  expire
there may not be market  demand for  apartments  at full market rents in a Local
Partnership's Apartment Complex.

                                       3
<PAGE>

The Local  Partnerships  are impacted by inflation  in several  ways.  Inflation
allows for  increases in rental rates  generally to reflect the impact of higher
operating and  replacement  costs.  Furthermore,  inflation  generally  does not
impact the fixed long-term financing under which real property  investments were
purchased. Inflation also affects the Local Partnerships adversely by increasing
operating costs, such as fuel, utilities, and labor.

Item 1B. Unresolved Staff Comments

None


<PAGE>




Item 2. Properties.

As of March 30, 2007, the Partnership held a 98.99% limited partnership interest
in twenty-six Local Partnerships and a 98% limited  partnership  interest in one
Local  Partnership.  Set forth  below is a  schedule  of the Local  Partnerships
including certain  information  concerning their respective  Apartment Complexes
(the "Local Partnership  Schedule").  Further information concerning these Local
Partnerships  and their  Properties,  including any  encumbrances  affecting the
Properties, may be found in Item 15, Schedule III.

                           Local Partnership Schedule
<TABLE>
<CAPTION>
                                                                       % of Units Occupied at May 1,
          Name and Location                                 ---------------------------------------------------
          (Number of Units)               Date Acquired     2007        2006        2005       2004        2003
-------------------------------------     -------------     ----        ----        ----       ----        ----
<S>                                       <C>               <C>         <C>         <C>        <C>         <C>
Harbor Court Limited Partnership          December 1991     100%        100%         98%       100%         98%
Staten Island, NY (40)

Old Public Limited Partnership            December 1991      77%         57%         67%        63%         93%
Lawrenceburg, TN (30)

Lancaster Terrace Limited Partnership     February 1992      89%         96%         93%        89%         86%
Salem, OR (104)

655 North Street Limited Partnership         March 1992      96%         96%         92%        94%         87%
Baton Rouge, LA (195)

Landreth Venture                             March 1992      96%         92%         96%        92%         96%
Philadelphia, PA (47)

Homestead Apartments Associates Ltd.         March 1992      95%         99%         99%        96%         93%
Homestead, FL (123)

Bethel Villa Associates, L.P.                April 1992      99%         99%        100%       100%         99%
Wilmington, DE (150)

West Diamond Street Associates                 May 1992      93%        100%        100%        96%         96%
Philadelphia, PA (28)

Susquehanna Partners                           May 1992      96%         91%         87%        98%         96%
Philadelphia, PA (47)

Boston Bay Limited Partnership              August 1992      95%        100%         99%        99%         98%
Boston, MA (88)

Morrant Bay Limited Partnership             August 1992      92%         95%         92%        99%         98%
Boston, MA (130)

Hope Bay Limited Partnership                August 1992      98%        100%         98%       100%        100%
Boston, MA (45)

Lares Apartments Limited Partnership        August 1992     100%        100%        100%       100%        100%
Lares, PR (102)

Lajas Apartments Limited Partnership        August 1992     100%        100%        100%       100%        100%
Lajas, PR (99)

Arlington-Rodeo Properties                  August 1992     100%        100%        100%        97%        100%
Los Angeles, CA (29)

Conifer Bateman Associates                  August 1992      83%         83%         92%        96%         92%
Lowville, NY (24)

Hampden Hall Associates, L.P.            September 1992      96%         84%         95%        93%         99%
St. Louis, MO (75)
</TABLE>

                                       4
<PAGE>

                           Local Partnership Schedule
                                   (continued)
<TABLE>
<CAPTION>
                                                                       % of Units Occupied at May 1,
          Name and Location                                 ---------------------------------------------------
          (Number of Units)               Date Acquired     2007        2006        2005       2004        2003
-------------------------------------     -------------     ----        ----        ----       ----        ----
<S>                                       <C>               <C>         <C>         <C>        <C>         <C>
Chester Renaissance Associates           September 1992     100%        100%        100%       100%        100%
Chester, PA (20)

Homestead Apts. II LTD.                    October 1992      95%         99%         99%        96%         96%
Homestead, FL (112)

P.S. 157 Associates, L.P.                 November 1992     (a)         100%        100%       100%        100%
New York, NY (73) (a)

Cloisters Limited Partnership II          November 1992      88%         94%         98%        98%         98%
Philadelphia, PA (65)

Creative Choice Homes II, LTD.            December 1992     100%         91%         95%        98%         97%
Opa-Locka, FL (328)

Milford Crossing Associates L.P.          December 1992     100%         96%         93%        96%        100%
Milford, DE (73)

BX-7F Associates, L.P.                     January 1993      98%         98%         97%        96%        100%
Bronx, NY (85)

Los Angeles Limited Partnership                May 1993      99%        100%        100%       100%        100%
Rio Piedras, PR (124)

Christine Apartments, L.P.                    June 1993      88%        100%        100%        91%        100%
Buffalo, NY (32)

Plainsboro Housing Partners, L.P.             July 1993      98%         98%         97%        99%         98%
Plainsboro, NJ (126)

Rolling Green Associates, L.P.             October 1993      95%         93%         97%        97%         90%
Syracuse, NY (395)
</TABLE>

(a) The Partnership's  limited  partnership  interest was sold during the fiscal
   year ended March 31, 2007 (see Note 10 in Item 8).

All leases are  generally  for  periods  not  exceeding  one to two years and no
tenant occupies more than 10% of the total rentable square footage in any single
Apartment Complex.

Rents from commercial  tenants (to which average rental per square foot applies)
comprise less than 5% of the rental revenues of the  Partnership.  Maximum rents
for  the  residential   units  are  determined   annually  by  HUD  and  reflect
increases/decreases  in  consumer  price  indices in various  geographic  areas.
Market conditions, however, determine the amount of rent actually charged.

Management annually reviews the physical state of the Properties and suggests to
the  respective  general  partners  of the Local  Partnerships  ("Local  General
Partners") budget  improvements,  which are generally funded from cash flow from
operations or release of replacement reserve escrows to the extent available.

Management  annually  reviews  the  insurance  coverage  of the  Properties  and
believes such coverage is adequate.

See Item 1, Business, above, for the general competitive conditions to which the
Properties described above are subject.

Real estate taxes are calculated using rates and assessed valuations  determined
by the  township  or city in which the  Property  is  located.  Such  taxes have
approximated 1% of the aggregate cost of the Properties as shown in Schedule III
to the financial statements included herein.

Item 3. Legal Proceedings

None

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

None

                                       5
<PAGE>

                                     PART II

Item 5. Market for Registrant's  Common Equity,  Related Stockholder Matters and
Issuer Purchaser of Equity Securities

As of March 31, 2007, the Partnership had issued and outstanding  76,786 Limited
Partnership  Interests,  each representing a $1,000 capital  contribution to the
Partnership,  or an aggregate  capital  contribution of $76,786,000.  All of the
issued  and  outstanding  Limited  Partnership  Interests  have  been  issued to
Independence  Assignor Inc. (the "Assignor Limited Partner"),  which has in turn
issued 76,786 BACs to the purchasers  thereof for an aggregate purchase price of
$76,786,000.  Each BAC  represents  all of the economic and virtually all of the
ownership  rights  attributable  to a Limited  Partnership  Interest held by the
Assignor  Limited  Partner.  BACs  may be  converted  into  Limited  Partnership
Interests at no cost to the holder (other than the payment of transfer costs not
to  exceed  $100),  but  Limited  Partnership  Interests  so  acquired  are  not
thereafter convertible into BACs.

Neither  the  BACs nor the  Limited  Partnership  Interests  are  traded  on any
established  trading market. The Partnership does not intend to include the BACs
for  quotation  on NASDAQ or for  listing  on any  national  or  regional  stock
exchange or any other  established  securities  market.  The Revenue Act of 1987
contained  provisions  which have an adverse  impact on  investors  in "publicly
traded  partnerships."  Accordingly,  the General  Partner  has imposed  limited
restrictions  on the  transferability  of the BACs and the  Limited  Partnership
Interests in secondary market transactions.  These restrictions should prevent a
public trading market from developing but may adversely affect the ability of an
investor to liquidate his or her  investment  quickly.  It is expected that such
procedures  will remain in effect until such time, if ever, as further  revision
of the Revenue Act of 1987 may permit the Partnership to lessen the scope of the
restrictions.

As of May 25, 2007, the Partnership had approximately  4,598 registered  holders
of an aggregate of 76,786 BACs.

All  of  the  Partnership's  general  partnership  interests,   representing  an
aggregate capital contribution of $1,000, are held by the General Partner.

There are no material legal  restrictions  in the  Partnership  Agreement on the
ability of the  Partnership to make  distributions.  The Partnership has made no
distributions to the BACs holders as of March 31, 2007. The Partnership does not
anticipate  providing cash distributions to its BACs holders other than from net
refinancing or sales proceeds.

Transfer Procedures
-------------------
The Partnership  from time to time receives  requests by unit holders and others
to transfer BACs and/or Limited Partnership  Interests.  Such requests may occur
in connection  with tender  offers for the  Partnership's  units.  Such requests
implicate  the  Partnership's   policies  and  procedures  concerning  transfers
generally and tender offers in particular, which were adopted by the Partnership
pursuant to the terms of its Partnership  Agreement,  to ensure  compliance with
applicable  law,  avoid adverse tax  consequences  for the  Partnership  and its
investors, and preserve the Partnership's advantageous tax status.

In prior years,  the  Partnership  relied on the 5% safe harbor  established  by
Internal Revenue Service ("IRS")  regulations to avoid being  characterized as a
"publicly-traded  partnership"  that  is  taxed  as a  corporation.  The 5% safe
harbor,  however,  expired and is no longer  available  as of December 31, 2005.
Accordingly,  the  Partnership  now relies on a 2% safe  harbor  established  by
another  IRS  regulation  to avoid  being  characterized  as a  "publicly-traded
partnership" that is taxed as a corporation.

A brief  summary of certain of the  Partnership's  key  policies,  practices and
requirements with respect to transfers and tender offers is as follows:

o    No  transfer  (whether  for  substitution,   assignment  or  otherwise)  is
     effective or binding on the Partnership  unless and until it is approved by
     the General Partner.

o    No transfer will be approved  unless the transferor  and transferee  submit
     complete  and properly  executed  forms of the  Partnership's  own transfer
     documentation.   The   Partnership   does  not  accept  forms  of  transfer
     documentation  other  than its own and does not accept  signatures  made by
     power of attorney in lieu of original signatures by each of the transferors
     and transferees.

o    The Partnership will not approve transfers that in the cumulative aggregate
     for any tax  year  exceed  the IRS 2% safe  harbor,  unless  a  financially
     responsible  person  provides the  Partnership and its partners with (i) an
     indemnity  (in form and  substance  in all ways  acceptable  to the General
     Partner) for all liability (including,  without limitation, any adverse tax
     consequences)  arising from or relating to exceeding the 2% safe harbor and
     (ii) a legal opinion (in form and  substance in all ways  acceptable to the
     General  Partner)  that there will be no adverse  tax  consequences  to the
     Partnership and its partners from exceeding the 2% safe harbor.

o    In order to avoid the  undesirable  situation of one or more tender  offers
     consuming  the  entire  safe  harbor  limitation  early in the tax year and
     leaving the Partnership's remaining investors with no liquidity opportunity
     for the rest of that tax year,  the  Partnership  restricts the  cumulative
     aggregate  total of transfers made pursuant to all tender offers to 1.5% of
     its outstanding  units in each tax year,  unless a financially  responsible
     person  conducting  such tender  offer  provides  the  Partnership  with an
     acceptable  indemnity and legal opinion of the type described above. At the
     end of each tax year, the General Partner, in its discretion, may allow the
     cumulative  total number of transfers  (including those by tender offer) to
     reach the 2% safe harbor limit.

o    The Partnership  requires that all tender offers for its units be conducted
     in accordance with all applicable law including,  without  limitation,  the
     federal securities laws.

The foregoing is solely a summary of the  Partnership's  policies,  requirements
and  practices  with  respect to  transfers  and tender  offers.  More  complete
information,  including  a copy  of  the  Partnership's  transfer  documentation
package, may be obtained from the Partnership.

                                       6
<PAGE>

Item 6. Selected Financial Data

The  information  set  forth  below  presents  selected  financial  data  of the
Partnership.  Additional  financial  information  is set  forth  in the  audited
consolidated financial statements in Item 8 hereof.
<TABLE>
<CAPTION>
                                                                  Year Ended March 31,
                                    ---------------------------------------------------------------------------------
            OPERATIONS                   2007            2006*            2005*            2004*            2003*
---------------------------------   -------------    -------------    -------------    -------------    -------------
<S>                                 <C>              <C>              <C>              <C>              <C>
Revenues                            $  22,271,513    $  21,709,270    $  20,920,145    $  20,145,075    $  19,503,012

Operating expenses                    (28,364,008)     (26,461,555)     (26,732,019)     (27,457,247)     (24,693,550)
                                    -------------    -------------    -------------    -------------    -------------

Loss from operations before
 minority interest                     (6,092,495)      (4,752,285)      (5,811,874)      (7,312,172)      (5,190,538)

Minority interest in loss of
 subsidiaries
 from operations                           23,807           28,990           33,026           19,365           14,661
                                    -------------    -------------    -------------    -------------    -------------

Loss from operations                   (6,068,688)      (4,723,295)      (5,778,848)      (7,292,807)      (5,175,877)

Loss from discontinued operations
 (Note 13)                               (201,062)        (347,149)        (186,226)        (263,762)        (167,868)
                                    -------------    -------------    -------------    -------------    -------------

Net loss                            $  (6,269,750)   $  (5,070,444)   $  (5,965,074)   $  (7,556,569)   $  (5,343,745)
                                    =============    =============    =============    =============    =============

Loss from operations per BAC        $      (78.24)   $      (60.90)   $      (74.51)   $      (94.03)   $      (66.74)

Loss from discontinued operations
 per BAC                                    (2.59)           (4.47)           (2.40)           (3.40)           (2.16)
                                    -------------    -------------    -------------    -------------    -------------

Net loss per BAC                    $      (80.83)   $      (65.37)   $      (76.91)   $      (97.43)   $      (68.90)
                                    =============    =============    =============    =============    =============
<CAPTION>
                                                                        March 31,
                                    ---------------------------------------------------------------------------------
       FINANCIAL POSITION                2007             2006             2005             2004             2003
---------------------------------   -------------    -------------    -------------    -------------    -------------
<S>                                 <C>              <C>              <C>              <C>              <C>
Total assets                        $ 130,944,933    $ 130,577,695    $ 135,523,965    $ 139,042,443    $ 142,581,513
                                    =============    =============    =============    =============    =============

Total liabilities                   $ 131,056,452    $ 124,655,274    $ 124,452,229    $ 122,586,996    $ 118,327,823
                                    =============    =============    =============    =============    =============

Minority interest                   $   5,690,316    $   5,454,506    $   5,533,377    $   4,952,014    $   5,193,688
                                    =============    =============    =============    =============    =============

Total partners' capital (deficit)   $  (5,801,835)   $     467,915    $   5,538,359    $  11,503,433    $  19,060,002
                                    =============    =============    =============    =============    =============
</TABLE>
* Reclassified for comparative purposes.


During the year ended March 31, 2007, total assets decreased due to depreciation
and loss on  impairment of property but were offset by increases in cash held in
escrow resulting from funds being deposited from insurance proceeds at one Local
Partnership  and an  increase  in other  receivables  at the  Partnership  level
resulting from the accrual of sales proceeds (which were received  subsequent to
March 31,  2007).  During the years ended March 31, 2006,  2005,  2004 and 2003,
total assets  decreased  primarily due to  depreciation.  During March 31, 2007,
total  liabilities  increased  due to increased  construction  costs  payable to
affiliates  of the Local  General  Partner  affected by hurricane  damage at one
Local  Partnership,  increased advances from an affiliate of the General Partner
at two other Local  Partnerships and deferred sales proceeds  resulting from the
sale of another  Local  Partnership.  During the years  ended March 31, 2006 and
2005, total liabilities increased due to increased advances from an affiliate of
the General  Partner at two Local  Partnerships,  respectively.  During the year
ended March 31, 2004, total liabilities increased due to increased advances from
an affiliate of the General Partner to one Local  Partnership and an increase in
accounts payable from operations at a second Local Partnership.

Cash Distributions
------------------
There are no legal restrictions on the Partnership making  distributions to BACs
holders;  however, the Partnership has made no distributions to the BACs holders
as of March 31, 2007 and does not expect to be able to make distributions except
out of  net  sale  proceeds  when  the  Partnership  begins  to  dispose  of its
investments.

                                       7
<PAGE>

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

Liquidity and Capital Resources
-------------------------------
As of March 31, 2007, approximately  $59,700,000 (not including acquisition fees
of  approximately  $4,500,000)  of the net  proceeds  of the  Offering  has been
invested in Local Partnerships, of which approximately $9,000 remains to be paid
(all  of  which  is  held in  escrow)  to the  Local  Partnerships,  as  certain
benchmarks such as occupancy levels must be attained prior to the release of the
funds.  As of March 31,  2007,  the  limited  partnership  interest in one Local
Partnership  was  sold  (see  Note  10 in  Item 8 for a  discussion  of  Sale of
Property). In addition, as of March 31, 2007, one Local Partnership entered into
a purchase  and sale  agreement  to sell its  property  and  related  assets and
liabilities (see Note 11 in Item 8 for a discussion of Asset Held for Sale).

Short-Term
----------
During  the  year  ended  March  31,  2007,  cash and  cash  equivalents  of the
Partnership and its consolidated subsidiary partnerships increased approximately
($720,000).  This increase is due to net cash  provided by operating  activities
($402,000), an increase in due to local general partners and affiliates relating
to  investing  activities  ($1,100,000)  and an increase in  insurance  proceeds
($4,079,000) which exceeded acquisitions of property and equipment ($1,704,000),
an increase in cash held in escrow relating to investing activities  ($252,000),
repayments of mortgage  notes  ($2,664,000),  a decrease in due to local general
partners  and  affiliates  relating  to  financing  activities  ($53,000)  and a
decrease in capitalization of consolidated subsidiaries attributable to minority
interest  ($188,000).  Included in the  adjustments to reconcile the net loss to
net cash provided by operating  activities  are  depreciation  and  amortization
($5,636,000) and loss on impairment of property ($1,165,000).

Total  expenses  for the years ended March 31,  2007,  2006 and 2005,  excluding
depreciation  and  amortization,  interest,  general and  administrative-related
parties and loss on impairment of property, totaled $15,743,715, $14,944,788 and
$15,042,171, respectively.

Accounts  payable as of March 31, 2007 and 2006 were  $6,591,153 and $4,329,248,
respectively.  Accounts payable are short term liabilities which are expected to
be paid  from  operating  cash  flows,  working  capital  balances  at the Local
Partnership level,  Local General Partner advances and in certain  circumstances
advances from the  Partnership.  Because the  provisions of the secondary  loans
defer the payment of accrued interest of the respective Local Partnerships,  the
Partnership  believes it (and the applicable Local  Partnerships) has sufficient
liquidity  and  ability  to  generate  cash and to meet  existing  and  known or
reasonably likely future cash requirements over both the short and long term.

Accrued  interest  payable  as of March 31,  2007 and 2006 was  $10,368,890  and
$9,756,558,  respectively.  Accrued  interest  payable  represents  the  accrued
interest on all mortgage  loans,  which  include  primary and  secondary  loans.
Certain  secondary  loans have  provisions such that interest is accrued but not
payable until a future date. The Partnership  anticipates the payment of accrued
interest  on the  secondary  loans  (which  make up the  majority of the accrued
interest  payable  amount  owed and  which  have  been  accumulating  since  the
Partnership's  investment in the respective Local Partnership) will be made from
future refinancings or sales proceeds of the respective Local  Partnerships.  In
addition, each Local Partnership's mortgage notes are collateralized by the land
and  buildings of the  respective  Local  Partnership,  and are without  further
recourse to the Partnership.

The  Partnership's  primary source of funds is the cash  distributions  from the
operations of the Local  Partnerships.  These cash  distributions,  which remain
relatively  immaterial,  are available to meet  obligations of the  Partnership.
Cash distributions of approximately $82,000, $102,000 and $119,000 were received
during the years ended March 31,  2007,  2006 and 2005,  respectively.  However,
management  expects that the distributions  received from the Local Partnerships
will  increase,  although not to a level  sufficient  to permit  providing  cash
distributions  to BACs  holders.  These  distributions,  as well as the  working
capital  reserves  and the  continued  deferral  of fees  payable to the General
Partner  discussed  below,  will be used to meet the  operating  expenses of the
Partnership.

The Partnership's  unconsolidated  working capital reserve at March 31, 2007 was
approximately $31,000.

Partnership   management  fees  owed  to  the  General   Partner   amounting  to
approximately  $8,359,000 and $7,479,000 were accrued and unpaid as of March 31,
2007  and  2006,  respectively.  Without  the  General  Partner's  advances  and
continued  accrual without  payment of certain fees and expense  reimbursements,
the Partnership will not be in a position to meet its obligations.

Long-Term
---------
For a discussion of  contingencies  affecting  certain Local  Partnerships,  see
Results of Operations of Certain Local  Partnerships,  below.  Since the maximum
loss the Partnership would be liable for is its net investment in the respective
subsidiary  partnerships,  the resolution of the existing  contingencies  is not
anticipated  to impact  future  results of  operations,  liquidity  or financial
condition in a material way. However,  the Partnership's  loss of its investment
in a Local Partnership will eliminate the ability to generate future Tax Credits
from such Local  Partnership  and may also result in recapture of Tax Credits if
the investment is lost before expiration of the Credit Period.

Management is not aware of any trends or events,  commitments or  uncertainties,
which  have not  otherwise  been  disclosed,  that will or are  likely to impact
liquidity in a material way.  Management  believes the only impact would be from
laws  that  have not yet been  adopted.  The  portfolio  is  diversified  by the
location of the  Properties  around the United States so that if one area of the
country is experiencing  downturns in the economy,  the remaining  Properties in
the  portfolio  may  be   experiencing   upswings.   However,   the   geographic
diversification  of the portfolio may not protect against a general  downturn in
the national  economy.  The  Partnership  has fully invested the proceeds of its
Offering in 28 Local Partnerships,  all of which have their Tax Credits fully in
place. Tax Credits are attached to a Property for a period of ten years, and are
transferable  with the Property during the remainder of the ten-year period.  If
trends in the real estate market warranted the sale of a Property, the remaining
Tax  Credits  would  transfer  to the new  owner;  thereby  adding  value to the
Property  on the  market.  However,  such  value  declines  each year and is not
included in the financial  statement  carrying  amount.  The Credit  Periods are
scheduled to expire at various times  through  December 31, 2010 with respect to
the Local Partnerships depending upon when the Credit Period commenced.

Discontinued Operations
-----------------------
For a discussion of discontinued operations, see Note 14 in Item 8.

                                       8
<PAGE>

Sale of Underlying Local Partnership Interest
---------------------------------------------
For a discussion  of the sale of property in which the  Partnership  owns direct
interests, see Note 10 in Item 8.

Tabular Disclosure of Contractual Obligations
---------------------------------------------
The following  table  summarizes the  Partnership's  commitments as of March 31,
2007 to make future  payments under its debt  agreements  and other  contractual
obligations.
<TABLE>
<CAPTION>
                                             Less than       1-3             3-5          More than
                                 Total        1 Year        Years           Years          5 Years
                             -----------   -----------   -----------     -----------     -----------
<S>                          <C>           <C>           <C>             <C>             <C>
Mortgage notes payable (a)   $75,276,001   $ 4,742,022   $10,725,903     $ 7,215,536     $52,592,540
Long term notes
   payable (b)                 1,366,061       979,770             -               -         386,291
                             -----------   -----------   -----------     -----------     -----------
                             $76,642,062   $ 5,721,792   $10,725,903     $ 7,215,536     $52,978,831
                             ===========   ===========   ===========     ===========     ===========
</TABLE>

(a)  The  mortgage  notes are  payable  in  aggregate  monthly  installments  of
     approximately  $544,000,  including principal and interest at rates varying
     from  0%  to  9%  per  annum,   through  the  year  2048.  Each  subsidiary
     partnership's  mortgage  note  payable  is  collateralized  by the land and
     buildings of the  respective  subsidiary  partnership,  the  assignment  of
     certain subsidiary  partnerships'  rents and leases, and is without further
     recourse.
(b)  See Note 8 (B) ii in Item 8. Financial Statements and Supplementary Data.

The following table summarizes the  Partnership's  commitments from discontinued
operations  as of  March  31,  2007 to  make  future  payments  under  its  debt
agreements and other contractual obligations.
<TABLE>
<CAPTION>
                                             Less than       1-3             3-5          More than
                                 Total        1 Year        Years           Years          5 Years
                             -----------   -----------   -----------     -----------     -----------
<S>                          <C>           <C>           <C>             <C>             <C>
Mortgage notes payable (a)   $ 9,675,961   $ 1,011,920   $   366,994     $ 2,683,319     $ 5,613,728
                             ===========   ===========   ===========     ===========     ===========
</TABLE>

(a)  The  mortgage  notes are  payable  in  aggregate  monthly  installments  of
     approximately  $36,000,  including  principal and interest at rates varying
     from  1%  to  9%  per  annum,   through  the  year  2040.  Each  subsidiary
     partnership's  mortgage  note  payable  is  collateralized  by the land and
     buildings of the  respective  subsidiary  partnership,  the  assignment  of
     certain subsidiary  partnerships'  rents and leases, and is without further
     recourse.

Off Balance Sheet Arrangements
------------------------------

The Partnership has no off-balance sheet arrangements.

Critical Accounting Policies
----------------------------
In  preparing  the  consolidated  financial  statements,   management  has  made
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting periods.  Actual results could differ
from those  estimates.  Set forth below is a summary of the accounting  policies
that  management  believes are critical to the  preparation of the  consolidated
financial  statements.  The summary should be read in conjunction  with the more
complete discussion of the Partnership's  accounting policies included in Note 2
to the consolidated financial statements in this annual report on Form 10-K.

Property and Equipment
----------------------
Property and  equipment  to be held and used are carried at cost which  includes
the purchase price, acquisition fees and expenses,  construction period interest
and any other costs incurred in acquiring the  Properties.  The cost of property
and equipment is depreciated over their estimated useful lives using accelerated
and straight-line methods.  Expenditures for repairs and maintenance are charged
to expense as incurred;  major renewals and betterments are capitalized.  At the
time property and  equipment are retired or otherwise  disposed of, the cost and
accumulated   depreciation  are  eliminated  from  the  assets  and  accumulated
depreciation accounts and the profit or loss on such disposition is reflected in
earnings.  The  Partnership  complies  with  Statement of  Financial  Accounting
Standards  ("SFAS")  No. 144  "Accounting  for the  Impairment  or  Disposal  of
Long-Lived  Assets".  A loss on impairment of assets is recorded when management
estimates amounts recoverable through future operations and sale of the Property
on an  undiscounted  basis is below  depreciated  cost.  At that time,  Property
investments  themselves  are reduced to estimated  fair value  (generally  using
discounted  cash flows) when the Property is  considered  to be impaired and the
depreciated cost exceeds estimated fair value.

At the time management  commits to a plan to dispose of assets,  said assets are
adjusted to the lower of carrying amount or fair value less costs to sell. These
assets  are  classified  as  property  and  equipment-held  for sale and are not
depreciated.  Property  and  equipment  that are held for sale are  included  in
discontinued  operations.   There  is  one  asset  classified  as  property  and
equipment-held for sale as of March 31, 2007 (see Note 11 in Item 8).

During the year ended March 31, 2007,  the  Partnership  recorded  approximately
$1,165,000 as an aggregate loss on impairment of assets. Through March 31, 2007,
the  Partnership has recorded  approximately  $1,665,000 as an aggregate loss on
impairment of assets.

Revenue Recognition
-------------------

Rental income is earned  primarily under standard  residential  operating leases
and is typically  due the first day of each month,  but can vary by Property due

                                       9
<PAGE>

to the terms of the tenant leases.  Rental income is recognized  when earned and
charged to tenants' accounts  receivable if not received by the due date. Rental
payments  received in advance of the due date are deferred until earned.  Rental
subsidies  are  recognized  as  rental  income  during  the month in which it is
earned.

Other  revenues are  recorded  when earned and consist of the  following  items:
Interest  income  earned on cash and cash  equivalent  balances and cash held in
escrow balances,  income from forfeited security deposits, late charges, laundry
and vending income and other rental related items.

Other  revenues  from  operations  include  the  following  amounts  at both the
Partnership and Local Partnership level:
<TABLE>
<CAPTION>
                                     Years Ended March 31,
                         ---------------------------------------------
                              2007           2006*            2005*
                         -------------   -------------   -------------
<S>                      <C>             <C>             <C>
Interest                 $     234,733   $     163,142   $      90,720
Other                          619,387         713,168         529,717
                         -------------   -------------   -------------

   Total other revenue   $     854,120   $     876,310   $     620,437
                         =============   =============   =============
</TABLE>

Other  revenues  from  discontinued   operations  from  operations  include  the
following amounts at both the Partnership and Local Partnership level:
<TABLE>
<CAPTION>
                                     Years Ended March 31,
                         ---------------------------------------------
                              2007           2006*            2005*
                         -------------   -------------   -------------
<S>                      <C>             <C>             <C>
Interest                 $         671   $         674   $           7
Other                           26,657          30,289          76,421
                         -------------   -------------   -------------

   Total other revenue   $      27,328   $      30,963   $      76,428
                         =============   =============   =============
</TABLE>
* Reclassified for comparative purposes.


Income Taxes
------------
The  Partnership  is not  required to provide  for, or pay,  any federal  income
taxes.  Net income or loss generated by the Partnership is passed through to the
partners and is required to be reported by them. The  Partnership may be subject
to state and local taxes in jurisdictions  in which it operates.  For income tax
purposes, the Partnership has a fiscal year ending December 31.

Results of Operations
---------------------
The following is a summary of the results of operations of the  Partnership  for
the years ended March 31,  2007,  2006 and 2005 (the 2006,  2005 and 2004 Fiscal
Years, respectively), excluding the results of its discontinued operations which
are not reflected in the following discussion.

The Partnership's results of operations for the 2006, 2005 and 2004 Fiscal Years
consisted  primarily  of the results of the  Partnership's  investment  in Local
Partnerships.  The majority of Local  Partnership  income continues to be in the
form of rental  income  with the  corresponding  expenses  being  divided  among
operations, depreciation and mortgage interest.

The net  loss for the  2006,  2005 and 2004  Fiscal  Years  totaled  $6,269,750,
$5,070,444 and $5,965,074 , respectively.

The  Partnership and BACs holders began to recognize Tax Credits with respect to
a Property when the Credit Period for such  Property  commenced.  Because of the
time required for the  acquisition,  completion and rent-up of  Properties,  the
amount of Tax Credits per BAC gradually  increased over the first three years of
the  Partnership.  Tax Credits not  recognized  in the first three years will be
recognized in the 11th through 13th years.  The Partnership  generated  $17,573,
$17,573 and $1,051,548 of Tax Credits during the 2006,  2005 and 2004 tax years,
respectively.

2006 vs. 2005
-------------

Rental income increased approximately 3% for the 2006 Fiscal Year as compared to
the 2005 Fiscal Year, primarily due to increases in tenant assistant payments at
two  Local   Partnerships   and  rental  rate   increases  at  the  other  Local
Partnerships.

Total expenses,  excluding general and  administrative and loss on impairment of
property,  remained  fairly  consistent with an increase of less than 1% for the
2006 Fiscal Year as compared to the 2005 Fiscal Year.

General and administrative  increased approximately $579,000 for the 2006 Fiscal
Year as  compared  to the 2005  Fiscal  Year,  primarily  due to an  increase in
several lawsuit settlements at one Local Partnership.

2005 vs. 2004
-------------

Rental income increased approximately 3% for the 2005 Fiscal Year as compared to
the 2004 Fiscal Year,  primarily due to HUD's  approval of rental  increases and
increases in occupancy at one Local  Partnership,  increases in tenant assistant
payments at a second Local  Partnership  and rental rate  increases at the other
Local Partnerships.

Other  income  increased  approximately  $256,000  for the 2005  Fiscal  Year as
compared to the 2004 Fiscal Year, primarily due to an increase in tenant charges
and a grant received from HUD at one Local Partnership.

                                       10
<PAGE>

Total expenses, excluding operating,  remained fairly consistent with a decrease
of  approximately  2% for the 2005  Fiscal  Year as  compared to the 2004 Fiscal
Year.

Operating expense increased  approximately  $246,000 for the 2005 Fiscal Year as
compared to the 2004 Fiscal Year,  primarily due to an increase in water charges
at one Local  Partnership  and an  increase  in gas  charges at the other  Local
Partnerships.

Results of Operations of Certain Local Partnerships
---------------------------------------------------

Creative Choice Homes II L.P. ("Opa-Locka")
-------------------------------------------

The financial  statements  for Opa-Locka  were prepared  assuming that Opa-Locka
will  continue  as a going  concern.  Opa-Locka  is in  default on its third and
fourth  mortgage  notes,  which were incurred to affiliates of the Local General
Partner. The Local General Partner has not sent a notice of default with respect
to the notes as of the year ended  March 31, 2007 and will be unable to call the
notes until the first and second mortgage notes, which are current,  are paid in
full.

Opa-Locka  has  also  continued  to incur  significant  operating  losses.  This
condition raises  substantial doubt about  Opa-Locka's  ability to continue as a
going concern. The ability for Opa-Locka to continue as a going concern is based
on the Local General Partner's continuing ability to fund operating losses. This
condition is  alleviated  in part by the fact that the property has had positive
operating cash flow for the past several years. The financial  statements do not
include  any  adjustments  that might be  necessary  if  Opa-Locka  is unable to
continue as a going concern.

In October 2005,  Opa-Locka  suffered property damage and business  interruption
due  to a  severe  hurricane.  Opa-Locka  contracted  to  complete  repairs  and
renovations of the buildings damaged for a cost of $7,500,000. Opa-Locka expects
to  be  reimbursed  by  insurance   proceeds  in  the  amount  of  approximately
$6,721,538.  As of December  2006,  $4,000,000  of insurance  proceeds have been
received by the mortgage company which is acting as administrator and trustee of
the funds. A balance of $3,688,957  remains payable to the construction  company
as of December 31, 2006 related to the rehabilitation.

The above  circumstances  have called into  question the  recoverability  of the
carrying amounts of the building. As a result,  pursuant to SFAS 144, Accounting
for the  Impairment or Disposal of  Long-Lived  Assets,  an  impairment  loss of
$1,164,864 has been recognized on the building and improvements.

Other
-----

The Partnership's  investment as a limited partner in the Local  Partnerships is
subject to the risks incident to the potential  losses  arising from  management
and ownership of improved real estate. The Partnership's  investments also could
be  adversely  affected  by poor  economic  conditions,  generally,  which could
increase vacancy levels and rental payment  defaults and by increased  operating
expenses,  any or all of which could threaten the financial  viability of one or
more of the Local Partnerships.

There also are  substantial  risks  associated  with the operations of Apartment
Complexes   receiving   government   assistance.   These  include   governmental
regulations  concerning tenant eligibility,  which may make it more difficult to
rent apartments in the Apartment Complexes; difficulties in obtaining government
approval for rent  increases;  limitations on the percentage of income which low
and  moderate-income  tenants may pay as rent; the possibility that Congress may
not appropriate  funds to enable HUD to make the rental  assistance  payments it
has contracted to make;  and that when the rental  assistance  contracts  expire
there may not be market  demand for  apartments  at full market rents in a Local
Partnership's Apartment Complex.

The Local  Partnerships  are impacted by inflation  in several  ways.  Inflation
allows for  increases in rental rates  generally to reflect the impact of higher
operating and  replacement  costs.  Furthermore,  inflation  generally  does not
impact the fixed long-term financing under which real property  investments were
purchased. Inflation also affects the Local Partnerships adversely by increasing
operating costs, such as fuel, utilities, and labor.

Item 7A.  Quantitative and Qualitative Disclosure about Market Risk

Mortgage notes are payable in aggregate monthly installments including principal
and interest at rates varying from 0% to 9% per annum.  The Partnership does not
believe  there is a material risk  associated  with the various  interest  rates
associated  with the  mortgage  notes as the  majority of the Local  Partnership
mortgage notes have fixed rates. The Partnership  currently  discloses in Note 3
Item 8 of the Notes to Consolidated Financial Statements,  the fair value of the
mortgage notes payable.

The Partnership does not have any other market risk sensitive instruments.

                                       11
<PAGE>

Item 8. Financial Statements and Supplementary Data
                                                                      Sequential
                                                                         Page
                                                                      ----------

(a)1.   Consolidated Financial Statements

        Report of Independent Registered Public Accounting Firm           13

        Consolidated Balance Sheets at March 31, 2007 and 2006            46

        Consolidated Statements of Operations for the Years
         Ended March 31, 2007, 2006 and 2005                              47

        Consolidated Statements of Changes in Partners' Capital
         (Deficit) for the Years Ended March 31, 2007, 2006
         and 2005                                                         48

        Consolidated Statements of Cash Flows for the Years
         Ended March 31, 2007, 2006 and 2005                              49

        Notes to Consolidated Financial Statements                        50

                                       12
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------

To the Partners of
Independence Tax Credit Plus L.P. and Subsidiaries
(A Delaware Limited Partnership)

We have audited the consolidated  balance sheets of Independence Tax Credit Plus
L.P. and Subsidiaries (A Delaware Limited  Partnership) as of March 31, 2007 and
2006,  and  the  related  consolidated  statements  of  operations,  changes  in
partners' capital (deficit),  and cash flows for the years ended March 31, 2007,
2006 and 2005 (the 2006, 2005 and 2004 Fiscal Years). These financial statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits. We did not
audit the financial statements for twenty three (2006 Fiscal Year), twelve (2005
Fiscal Year) and eleven (2004 Fiscal Year) subsidiary  partnerships whose losses
aggregated  $2,856,501,  $2,090,127 and  $2,377,869 for the 2006,  2005 and 2004
Fiscal  Years,  respectively,  and whose assets  constituted  74% and 42% of the
Partnership's assets at both March 31, 2007 and 2006, respectively, presented in
the accompanying consolidated financial statements. The financial statements for
twenty two  (2006 Fiscal  Year),  eleven (2005 Fiscal Year) and ten (2004 Fiscal
Year) of these  subsidiary  partnerships  were audited by other  auditors  whose
reports  thereon  have been  furnished to us and our opinion  expressed  herein,
insofar as it relates to the amounts included for these subsidiary  partnerships
is based solely upon the reports of the other auditors. The financial statements
for one of these subsidiary partnerships were unaudited.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our  opinion,  based upon our audits,  and the reports of the other  auditors
referred to above,  the  consolidated  financial  statements  referred to in the
first paragraph present fairly, in all material respects, the financial position
of  Independence  Tax Credit Plus L.P.  and  Subsidiaries  at March 31, 2007 and
2006,  and the  results of their  operations  and their cash flows for the years
ended March 31, 2007, 2006 and 2005, in conformity with U.S.  generally accepted
accounting principles.

As discussed in Note 13(a), the consolidated  financial  statements  include the
financial   statements  of  one  subsidiary   partnership   with  a  significant
uncertainty.  The  financial  statements  of this  subsidiary  partnership  were
prepared  assuming that it will  continue as a going  concern.  This  subsidiary
partnership's  net (losses) income aggregated  ($1,614,018)  (2006 Fiscal Year),
$3,061 (2005 Fiscal Year),  and  ($465,874)  (2004 Fiscal Year),  and its assets
aggregated $18,503,265 and $16,532,644 at March 31, 2007 and 2006, respectively.
Management's  plan in regard to this matter is also described in Note 13(a). The
accompanying  consolidated  financial  statements do not include any adjustments
that might result from the outcome of this uncertainty.




TRIEN ROSENBERG ROSENBERG
WEINBERG CIULLO & FAZZARI LLP


New York, New York
June 27, 2007

                                       13
<PAGE>

[Letterhead of Reznick Group, P.C.]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners
Harbor Court L.P.

We have  audited  the  accompanying  balance  sheet of Harbor  Court L.P.  as of
December 31, 2006, and the related  statements of operations,  partners'  equity
(deficit) and cash flows for the year then ended. These financial statements are
the  responsibility of the Partnership's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of Harbor  Court L.P.,  as of
December 31, 2006, and the results of its  operations,  the changes in partners'
equity  (deficit) and its cash flows for the year then ended, in conformity with
accounting principles generally accepted in the United States of America.

/s/ Reznick Group, P.C.
Bethesda, Maryland
March 27, 2007

                                       14
<PAGE>

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Harbor Court L.P.

We have  audited  the  accompanying  balance  sheets of Harbor  Court L.P. as of
December  31, 2005 and 2004,  and the related  statements  of income,  partners'
equity and cash flows for the years then ended.  These financial  statements are
the  responsibility of the Partnership's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of Harbor  Court L.P.,  as of
December  31,  2005 and 2004,  and the  results of its  income,  the  changes in
partners' equity and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.

/s/ Reznick Fedder & Silverman
Bethesda, Maryland
January 28, 2006

                                       15
<PAGE>

[Letterhead of Mack Roberts & Company, L.L.C.]

INDEPENDENT AUDITOR'S REPORT

The Partners
Lancaster Terrace Limited Partnership
Salem, Oregon

We have audited the balance sheets of Lancaster  Terrace Limited  Partnership as
of December 31, 2006 and 2005, and the related statements of operations, changes
in partners'  capital and cash flows for the years then ended.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects the  financial  position of  Lancaster  Terrace  Limited
Partnership as of December 31, 2006 and 2005, and the results of its operations,
changes in  partners'  capital and its cash flows for the years then  ended,  in
conformity with accounting principles generally accepted in the United States of
America.

/s/ Mack, Roberts & Co., L.L.C.
Portland, Oregon
February 22, 2007

                                       16
<PAGE>

[Letterhead of Pailet, Meunier and LeBlanc, L.L.P.]

INDEPENDENT AUDITOR'S REPORT

To the Partners
655 North Street Limited Partnership
New Orleans, Louisiana

We have audited the  accompanying  balance  sheets of 655 North  Street  Limited
Partnership,  HUD Project No.  064-44801,  as of December 31, 2006 and 2005, and
the related  statements of income,  changes in partners' equity,  and cash flows
for the years then ended.  These financial  statements are the responsibility of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting  Oversight  Board  (United  States) and the  standards  applicable to
financial  audits  contained in  GOVERNMENT  AUDITING  STANDARDS,  issued by the
Comptroller  General of the United States.  Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of 655 North  Street  Limited
Partnership,  HUD Project No.  064-44801,  as of December 31, 2006 and 2005, and
the results of its operations,  changes in partners' equity,  and cash flows for
the years then ended in conformity with accounting principles generally accepted
in the United States of America.

In accordance  with GOVERNMENT  AUDITING  STANDARDS and the  CONSOLIDATED  AUDIT
GUIDE FOR AUDITS OF HUD PROGRAMS  issued by the U.S.  Department  of Housing and
Urban Development,  we have also issued a report dated February 27, 2007, on our
consideration of 655 North Street Limited  Partnership's  internal control,  and
reports dated  February 27, 2007, on its compliance  with specific  requirements
applicable  to major HUD programs and specific  requirements  applicable to Fair
Housing and  Non-Discrimination.  Those reports are an integral part of an audit
performed in accordance with GOVERNMENT AUDITING STANDARDS and should be read in
conjunction with this report in considering the results of our audit.

/s/ Pailet, Meunier & LeBlanc, L.L.P.
Metairie, Louisiana
February 27, 2007

                                       17
<PAGE>

[Letterhead of Pailet, Meunier and LeBlanc, L.L.P.]

INDEPENDENT AUDITOR'S REPORT

To the Partners
655 North Street Limited Partnership
New Orleans, Louisiana

We have audited the  accompanying  balance  sheets of 655 North  Street  Limited
Partnership,  HUD Project No.  064-44801,  as of December 31, 2005 and 2004, and
the related  statements of income,  changes in partners' equity,  and cash flows
for the years then ended.  These financial  statements are the responsibility of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting  Oversight  Board  (United  States) and the  standards  applicable to
financial  audits  contained in  GOVERNMENT  AUDITING  STANDARDS,  issued by the
Comptroller  General of the United States.  Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of 655 North  Street  Limited
Partnership,  HUD Project No.  064-44801,  as of December 31, 2005 and 2004, and
the results of its operations,  changes in partners' equity,  and cash flows for
the years then ended in conformity with accounting principles generally accepted
in the United States of America.

In accordance  with GOVERNMENT  AUDITING  STANDARDS and the  CONSOLIDATED  AUDIT
GUIDE FOR AUDITS OF HUD PROGRAMS  issued by the U.S.  Department  of Housing and
Urban  Development,  we have also issued a report dated January 31, 2006, on our
consideration of 655 North Street Limited  Partnership's  internal control,  and
reports  dated January 31, 2006, on its  compliance  with specific  requirements
applicable  to major HUD programs and specific  requirements  applicable to Fair
Housing and  Non-Discrimination.  Those reports are an integral part of an audit
performed in accordance with GOVERNMENT AUDITING STANDARDS and should be read in
conjunction with this report in considering the results of our audit.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental information
on pages 19 to 33 is presented for purposes of additional  analysis and is not a
required part of the basic financial statements of the Project. Such information
has been subjected to the auditing procedures applied in the audits of the basic
financial  statements  and, in our  opinion,  is fairly  stated in all  material
respects, in relation to the basic financial statements taken as a whole.

/s/ Pailet, Meunier & LeBlanc, L.L.P.
Metairie, Louisiana
January 31, 2006

                                       18
<PAGE>

[Letterhead of Reznick Group, P.C.]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners
Landreth Venture

We have  audited  the  accompanying  balance  sheet of  Landreth  Venture  as of
December 31, 2006, and the related  statements of operations,  partners'  equity
(deficit) and cash flows for the year then ended. These financial statements are
the  responsibility of the Partnership's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of Landreth  Venture,  as of
December  31, 2006 and the results of its  operations,  the changes in partners'
equity  (deficit) and its cash flows for the year then ended, in conformity with
accounting principles generally accepted in the United States of America.

/s/ Reznick Group, P.C.
Bethesda, Maryland
March 28, 2007

                                       19
<PAGE>

[Letterhead of Reznick Group, P.C.]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners
Bethel Villa Associates, L.P.

We have audited the accompanying balance sheet of Bethel Villa Associates,  L.P.
as of December 31, 2006,  and the related  statements of  operations,  partners'
equity  (deficit)  and cash  flows  for the year  then  ended.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Bethel Villa Associates,  L.P.,
as of  December  31,  2006,  and the results of its  operations,  the changes in
partners' equity (deficit) and cash flows for the year then ended, in conformity
with accounting principles generally accepted in the United States of America.

/s/ Reznick Group, P.C.
Bethesda, Maryland
February 27, 2007

                                       20
<PAGE>

[Letterhead of J.H. Williams & Co., LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
Susquehanna Partners (a Limited Partnership)
Philadelphia, Pennsylvania

We have  audited the  accompanying  balance  sheets of  Susquehanna  Partners (a
Limited Partnership) as of December 31, 2006 and 2005 and the related statements
of income,  changes in partners' equity and cash flows for the years then ended.
These financial  statements are the responsibility of the Partnership's  general
partner and contracted  management  agent. Our  responsibility  is to express an
opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Susquehanna Partners (a Limited
Partnership)  at December 31, 2006 and 2005,  and the results of its  operations
and cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.

/s/ J.H. Williams & Co., LLP
Kingston, Pennsylvania
February 16, 2007

                                       21
<PAGE>

[Letterhead of Robert Ercolini & Company LLP]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of
Boston Bay Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheet of Boston Bay Limited Partnership
as of December  31,  2006 and the related  statement  of  operations,  partners'
deficiency, and cash flows for the year ended December 31, 2006. These financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Boston Bay Limited Partnership
as of December 31, 2006, and the result of its operations and its cash flows for
the year ended  December 31, 2006,  in  conformity  with  accounting  principles
generally accepted in the United States of America.

/s/ Robert Ercolini & Company LLP
Boston, Massachusetts
February 13, 2007

                                       22
<PAGE>

[Letterhead of Robert Ercolini & Company LLP]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of
Morrant Bay Limited Partnership
Boston, Massachusetts

We  have  audited  the  accompanying   balance  sheet  of  Morrant  Bay  Limited
Partnership  as of December 31, 2006 and the related  statement  of  operations,
partners' deficiency, and cash flows for the year ended December 31, 2006. These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Morrant Bay Limited Partnership
as of December 31, 2006,  and the results of its  operations  and its cash flows
for the year ended December 31, 2006, in conformity with  accounting  principles
generally accepted in the United States of America.

/s/ Robert Ercolini & Company LLP
Boston, Massachusetts
February 13, 2007

                                       23
<PAGE>

[Letterhead of Robert Ercolini & Company LLP]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of
Hope Bay Limited Partnership
Boston, Massachusetts

We have audited the accompanying  balance sheet of Hope Bay Limited  Partnership
as of December  31,  2006 and the related  statement  of  operations,  partners'
deficiency, and cash flows for the year ended December 31, 2006. These financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Hope Bay Limited Partnership as
of December 31, 2006,  and the results of its  operations and its cash flows for
the year ended  December 31, 2006,  in  conformity  with  accounting  principles
generally accepted in the United States of America.

/s/ Robert Ercolini & Company LLP
Boston, Massachusetts
February 13, 2007

                                       24
<PAGE>

[Letterhead of JOSE E. ROSARIO & CO.]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Lares Apartments Limited Partnership

We have audited the  accompanying  balance  sheets of Lares  Apartments  Limited
Partnership, Rural Development Project No. 63-034-660467896,  as of December 31,
2006 and 2005, and the related  statements of  operations,  changes in partners'
deficit, and cash flows for the years then ended. These financial statements are
the  responsibility of the Partnership's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of Lares  Apartments  Limited
Partnership  as of December 31, 2006 and 2005 and the results of its  operation,
changes  in  partners'  deficit  and cash  flows  for the  years  then  ended in
conformity with accounting principles generally accepted in the United States of
America.


/s/ Jose E. Rosario & Co, CPA, P.S.C.
License No. 176
Expires December 1, 2009

February 20, 2007
San Juan, Puerto Rico

Stamp No. 2203434 of the Puerto Rico College of CPA was affixed to the original.

                                       25
<PAGE>

[Letterhead of JOSE E. ROSARIO & CO.]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Lajas Apartments Limited Partnership

We have audited the  accompanying  balance  sheets of Lajas  Apartments  Limited
Partnership,  Rural Development Project No.  63-017-06660422313,  as of December
31,  2006 and  2005,  and the  related  statements  of  operations,  changes  in
partners'  deficit  and cash flows for the years  then  ended.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of Lajas  Apartments  Limited
Partnership  as of December 31, 2006 and 2005 and the results of its  operation,
changes  in  partners'  deficit  and cash  flows  for the  years  then  ended in
conformity with accounting principles generally accepted in the United States of
America.


/s/ Jose E. Rosario & Co, CPA, P.S.C.
License No. 176
Expires December 1, 2009

February 20, 2007
San Juan, Puerto Rico

Stamp No. 2203435 of the Puerto Rico College of CPA was affixed to the original.

                                       26
<PAGE>

[Letterhead of Kim & Lee]

To the Partners
Arlington - Rodeo Properties
(A California Limited Partnership)

We have audited the  accompanying  balance sheet of Arlington - Rodeo Properties
(A California  Limited  Partnership)  as of December 31, 2006 and 2005,  and the
related  statements of operations,  changes in partners' equity,  and cash flows
for the years then ended.  These financial  statements are the responsibility of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these financial statements based on our audit.

We have  conducted  our audits in  accordance  with the  standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Arlington - Rodeo Properties as
of December 31, 2006 and 2005,  and the results of its  operations  and its cash
flows for the years then ended in conformity with generally accepted  accounting
principles.

/s/ Kim & Lee
Los Angeles, California
February 28, 2007

                                       27
<PAGE>

[Letterhead of Kim & Lee]

To the Partners
Arlington - Rodeo Properties
(A California Limited Partnership)

We have audited the  accompanying  balance sheet of Arlington - Rodeo Properties
(A California  Limited  Partnership)  as of December 31, 2005 and 2004,  and the
related  statements of operations,  changes in partners' equity,  and cash flows
for the years then ended.  These financial  statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We have  conducted  our audit in  accordance  with the  standards  of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Arlington - Rodeo Properties as
of December  31, 2005 and 2004 and the  results of its  operations  and its cash
flows for the years then ended in conformity with generally accepted  accounting
principles.

/s/ Kim & Lee
Los Angeles, California
February 28, 2006

                                       28
<PAGE>

[Letterhead of Salmin, Celona, Wehrle & Flaherty, LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
Conifer Bateman Associates

We have audited the accompanying  balance sheet of Conifer Bateman Associates (a
limited  partnership)  as of  December  31,  2006  and  2005,  and  the  related
statements of operations and partners' capital (deficit), and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Conifer Bateman Associates as
of December 31, 2006 and 2005,  and the results of its  operations  and its cash
flows  for the  years  then  ended  in  conformity  with  accounting  principles
generally accepted in the United States of America.

/s/ Salmin, Celona, Wehrle & Flaherty, LLP
Rochester, New York

February 15, 2007

                                       29
<PAGE>

[Letterhead of Reznick Group, P.C.]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners
Chester Renaissance Associates

We have audited the accompanying balance sheet of Chester Renaissance Associates
as of December 31, 2006, and the related  statements of  operations,  changes in
partners'  equity  (deficit)  and cash  flows  for the year  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Chester Renaissance Associates
as of  December  31,  2006 and the  results of its  operations,  the  changes in
partners'  equity  (deficit)  and its cash  flows  for the year then  ended,  in
conformity with accounting principles generally accepted in the United States of
America.

/s/ Reznick Group
Baltimore, Maryland
March 29, 2007

                                       30
<PAGE>

[Letterhead of Rosen, Seymour, Shapss, Martin & Co., L.L.P.]

INDEPENDENT AUDITORS' REPORT

To the Partners
P.S. 157 Associates, L.P.

We have audited the accompanying balance sheets of P.S. 157 Associates,  L.P. (a
limited  partnership),  as of  December  31,  2006  and  2005,  and the  related
statements of operations,  partners' capital,  and cash flows for the years then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of P.S. 157 Associates,  L.P. (a
limited  partnership)  as of December 31, 2006 and 2005,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
accounting principles generally accepted in the United States of America.

/s/ Rosen, Seymour, Shapss, Martin & Co., L.L.P.
CERTIFIED PUBLIC ACCOUNTANTS
New York, New York
February 3, 2007

                                       31
<PAGE>

[Letterhead of Rosen, Seymour, Shapss, Martin & Co., L.L.P.]

INDEPENDENT AUDITORS' REPORT

To the Partners
P.S. 157 Associates, L.P.

We have audited the accompanying balance sheets of P.S. 157 Associates,  L.P. (a
limited  partnership),  as of  December  31,  2005  and  2004,  and the  related
statements of operations,  partners' capital,  and cash flows for the years then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of P.S. 157 Associates,  L.P. (a
limited  partnership)  as of December 31, 2005 and 2004,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
accounting principles generally accepted in the United States of America.

/s/ Rosen, Seymour, Shapss, Martin & Co., L.L.P.
CERTIFIED PUBLIC ACCOUNTANTS
New York, New York
February 8, 2006

                                       32
<PAGE>

[Letterhead of Reznick Group, P.C.]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of
Cloisters Limited Partnership II

We have audited the accompanying  balance sheet of Cloisters Limited Partnership
II as of December 31, 2006, and the related statements of operations, changes in
partners'  equity  (deficit)  and cash  flows  for the year  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Cloisters Limited  Partnership
II as of December 31, 2006,  and the results of its  operations,  the changes in
partners'  equity  (deficit)  and its cash  flows  for the year then  ended,  in
conformity with accounting principles generally accepted in the United States of
America.

/s/ Reznick Group
Baltimore, Maryland
March 28, 2007

                                       33
<PAGE>

[Letterhead of Bagell, Josephs, Levine & Company, L.L.C.]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners
Milford Crossing Associates, L.P.
Wilmington, DE

We have audited the accompanying  balance sheet of Milford Crossing  Associates,
L.P.  (the  "Company")  as of December 31, 2006,  and the related  statements of
profit and loss, partners' equity and cash flows for the year ended December 31,
2006.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements  based on our audit.  The financial  statements  of Milford  Crossing
Associates,  L.P., as of December 31, 2005, were audited by other auditors whose
report  dated  February  10,  2006  expressed  an  unqualified  opinion on those
statements.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Milford Crossing  Associates,
L.P. as of December 31, 2006,  the results of its  operations and its cash flows
for the year ended December 31, 2006, in conformity with U.S. generally accepted
accounting principles.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial   statements  taken  as  a  whole.   The  accompanying   supplementary
information  on pages 14 through 16 is  presented  for  purposes  of  additional
analysis and is not a required part of the basic financial statements of Milford
Crossing  Associates,  L.P. Such  information has been subjected to the auditing
procedures  applied in the audit of the basic  financial  statements and, in our
opinion,  is fairly stated, in all material  respects,  in relation to the basic
financial statements taken as a whole.

/s/ Bagell, Josephs, Levine & Company, L.L.C.
Certified Public Accountants
Gibbsboro, New Jersey
February 13, 2007

                                       34
<PAGE>

[Letterhead of FISHBEIN & COMPANY, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Milford Crossing Associates, L.P.
Wilmington, Delaware

We have audited the accompanying  balance sheets of MILFORD CROSSING ASSOCIATES,
L.P. as of December 31, 2005 and 2004, and the related  statements of profit and
loss,  partners'  deficiency  and cash  flows for the years  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Milford Crossing  Associates,
L.P. as of December  31, 2005 and 2004,  and the results of its  operations  and
cash flows for the years then ended in  conformity  with  accounting  principles
generally accepted in the United States of America.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial  statements  taken as a whole.  The  supporting  data included in this
report (shown on pages 13 through 15) is presented for the purpose of additional
analysis and is not a required part of the basic financial statements of Milford
Crossing  Associates,  L.P. Such  information has been subjected to the auditing
procedures  applied in the audit of the basic  financial  statements and, in our
opinion,  is fairly stated in all material respects in relation to the financial
statements taken as a whole.


/s/ Fishbein & Company, P.C.
Horsham, Pennsylvania
February 10, 2006

                                       35
<PAGE>

[Letterhead of Citrin Cooperman & Company, LLP]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners
BX-7F ASSOCIATES, L.P.

We have audited the  accompanying  balance sheets of BX-7F  Associates,  L.P. (a
limited  partnership)  as of  December  31,  2006  and  2005,  and  the  related
statements of operations,  partners' capital,  and cash flows for the years then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  We were not engaged to perform an
audit of the Partnership's  internal control over financial reporting.  An audit
includes  consideration of internal control over financial  reporting as a basis
for designing audit  procedures that are appropriate in the  circumstances,  but
not for the  purpose  of  expressing  an  opinion  on the  effectiveness  of the
Partnership's internal control over financial reporting. Accordingly, we express
no such opinion.  An audit also includes  examining,  on a test basis,  evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of BX-7F Associates,  L.P. as of
December 31, 2006 and 2005, and the results of its operations and its cash flows
for the years then ended,  in conformity with  accounting  principles  generally
accepted in the United States of America.

/s/ Citrin Cooperman & Company, L.L.P.
CERTIFIED PUBLIC ACCOUNTANTS
White Plains, New York
February 5, 2007

                                       36
<PAGE>

[Letterhead of Citrin Cooperman & Company, LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
BX-7F ASSOCIATES, L.P.

We have audited the  accompanying  balance sheets of BX-7F  Associates,  L.P. (a
limited  partnership)  as of December 31, 2004,  and the related  statements  of
operations,  partners'  capital,  and cash flows for the year then ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  We were not engaged to perform an
audit of the Partnership's internal control over financial reporting.  Our audit
included  consideration of internal control over financial  reporting as a basis
for designing audit  procedures that are appropriate in the  circumstances,  but
not for the  purpose  of  expressing  an  opinion  on the  effectiveness  of the
Partnership's internal control over financial reporting. Accordingly, we express
no such opinion.  An audit also includes  examining,  on a test basis,  evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of BX-7F Associates,  L.P. as of
December 31, 2004,  and the results of its operations and its cash flows for the
years then ended, in conformity with accounting principles generally accepted in
the United States of America.

/s/ Citrin Cooperman & Company, L.L.P.
CERTIFIED PUBLIC ACCOUNTANTS
White Plains, New York
January 27, 2005

                                       37
<PAGE>

[Letterhead of Amilcar Torres Rivera, CPA]

INDEPENDENT AUDITORS' REPORT

To the Partners
Los Angeles Limited Partnership

I  have  audited  the  accompanying   balance  sheets  of  Los  Angeles  Limited
Partnership  as of December  31, 2006 and 2005,  and the related  statements  of
operations,  partners'  equity and cash flows for the years  then  ended.  These
financial statements are the responsibility of the Partnership's  management. My
responsibility  is to express an opinion on these financial  statements based on
my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects,  the financial position of Los Angeles Limited Partnership as
of December  31, 2006 and 2005,  and the results of its  operations,  changes in
partner's equity and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.


/s/ Amilcar Torres Rivera, CPA
License 1876
Expires December 1, 2007

San Juan, Puerto Rico
February 5, 2007

Stamp #2202326 of the Puerto Rico Society of Certified  Public  Accountants  was
affixed to the original.

                                       38
<PAGE>

[Letterhead of Amilcar Torres Rivera, CPA]

INDEPENDENT AUDITORS' REPORT

To the Partners
Los Angeles Limited Partnership

I  have  audited  the  accompanying   balance  sheets  of  Los  Angeles  Limited
Partnership  as of December  31, 2005 and 2004,  and the related  statements  of
operations,  partners'  equity and cash flows for the years  then  ended.  These
financial statements are the responsibility of the Partnership's  management. My
responsibility  is to express an opinion on these financial  statements based on
my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects,  the financial position of Los Angeles Limited Partnership as
of December  31, 2005 and 2004,  and the results of its  operations,  changes in
partner's equity and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.


/s/ Amilcar Torres Rivera, CPA
San Juan, Puerto Rico
February 2, 2006

Stamp #2106457 of the Puerto Rico Society of Certified  Public  Accountants  was
affixed to the original.

                                       39
<PAGE>

[Letterhead of Toski, Schaefer & Co., P.C.]

INDEPENDENT AUDITOR'S REPORT

The Partners
Christine Apartments, L.P.:

We have audited the accompanying balance sheets of Christine Apartments, L.P. as
of  December  31,  2006 and  2005  and the  related  statements  of  operations,
partners'  equity  and cash  flows for the years  then  ended.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Christine Apartments,  L.P. as
of  December  31, 2006 and 2005 and the  results of its  operations,  changes in
partners'  equity and cash flows for the years then ended,  in  conformity  with
accounting principles generally accepted in the United States of America.

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


/s/ Toski, Schaefer & Co., P.C.
Williamsville, New York
February 9, 2007

                                       40
<PAGE>

[Letterhead of Toski, Schaefer & Co., P.C.]

INDEPENDENT AUDITOR'S REPORT

The Partners
Christine Apartments, L.P.:

We have audited the accompanying balance sheets of Christine Apartments, L.P. as
of  December  31,  2005 and  2004  and the  related  statements  of  operations,
partners'  equity  and cash  flows for the years  then  ended.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Christine Apartments,  L.P. as
of  December  31, 2005 and 2004 and the  results of its  operations,  changes in
partners'  equity and cash flows for the years then ended,  in  conformity  with
accounting principles generally accepted in the United States of America.


/s/ Toski, Schaefer & Co., P.C.
Williamsville, New York
February 1, 2006

                                       41
<PAGE>

[Letterhead of Reznick Group, P.C.]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners
Plainsboro Housing Partners Limited Partnership

We have audited the  accompanying  balance sheet of Plainsboro  Housing Partners
Limited  Partnership  as of December 31,  2006,  and the related  statements  of
revenue and  expenses,  changes in partners'  equity and cash flows for the year
then  ended.   These  financial   statements  are  the   responsibility  of  the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Plainsboro  Housing Partners
Limited  Partnership as of December 31, 2006, and the results of its operations,
the changes in partners'  equity and its cash flows for the year then ended,  in
conformity with accounting principles generally accepted in the United States of
America.

/s/ Reznick Group, P.C.
Baltimore, Maryland
March 28, 2007

                                       42
<PAGE>

[Letterhead of Reznick Group, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Plainsboro Housing Partners Limited Partnership

We have audited the accompanying  balance sheets of Plainsboro  Housing Partners
Limited Partnership as of December 31, 2004 and 2003, and the related statements
of revenue  and  expenses,  changes in  partners'  equity and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Plainsboro  Housing Partners
Limited  Partnership  as of December  31, 2004 and 2003,  and the results of its
operations,  changes in  partners'  equity and its cash flows for the years then
ended, in conformity with accounting principles generally accepted in the United
States of America.

/s/ Reznick Group, P.C.
Baltimore, Maryland
January 8, 2005

                                       43
<PAGE>

[Letterhead of Koch Group & Company, LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
Rolling Green Associates, L.P. (A Limited Partnership)

We have audited the  accompanying  balance  sheets of Rolling Green  Associates,
L.P. (A Limited  Partnership)  as of December 31, 2006 and 2005, and the related
statements of operations,  changes in partners'  equity  (deficiency),  and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Rolling Green Associates,  L.P.
(A Limited Partnership) as of December 31, 2006 and 2005, and the results of its
operations,  changes in partners' equity (deficiency) and its cash flows for the
years then ended in conformity with accounting  principles generally accepted in
the United States of America.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial   statements  taken  as  a  whole.   The  accompanying   supplementary
information  on pages 12 to 18 is presented for purposes of additional  analysis
and is not a required part of the basic financial  statements.  Such information
has been subjected to the auditing  procedures applied in the audit of the basic
financial  statements  and, in our  opinion,  is fairly  stated in all  material
respects in relation to the financial statements taken as a whole.

/s/ Koch Group & Company, LLP
New York, New York
January 25, 2007

                                       44
<PAGE>

[Letterhead of Koch Group & Company, LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
Rolling Green Associates, L.P. (A Limited Partnership)

We have audited the  accompanying  balance  sheets of Rolling Green  Associates,
L.P. (A Limited  Partnership)  as of December 31, 2005 and 2004, and the related
statements of operations,  changes in partners'  equity  (deficiency),  and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Rolling Green Associates,  L.P.
(A Limited Partnership) as of December 31, 2005 and 2004, and the results of its
operations,  changes in partners' equity (deficiency) and its cash flows for the
years then ended in conformity with accounting  principles generally accepted in
the United States of America.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial   statements  taken  as  a  whole.   The  accompanying   supplementary
information  on pages 12 to 18 is presented for purposes of additional  analysis
and is not a required part of the basic financial  statements.  Such information
has been subjected to the auditing  procedures applied in the audit of the basic
financial  statements  and, in our  opinion,  is fairly  stated in all  material
respects in relation to the financial statements taken as a whole.

/s/ Koch Group & Company, LLP
New York, New York
January 31, 2006

                                       45
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


                                     ASSETS
<TABLE>
<CAPTION>
                                                                               March 31,
                                                                     ------------------------------
                                                                         2007              2006
                                                                     -------------    -------------
<S>                                                                  <C>              <C>
Operating Assets

  Property and equipment, at cost, less accumulated depreciation
    (Notes 2, 4, 7 and 10)                                           $ 100,261,936    $ 115,592,607
  Cash and cash equivalents (Notes 2, 3 and 13)                          2,240,570        1,652,353
  Cash held in escrow (Notes 3 and 5)                                   12,717,862       10,387,831
  Deferred costs, less accumulated amortization (Notes 2 and 6)          1,159,231        1,334,112
  Other assets                                                           3,643,901        1,610,792
                                                                     -------------    -------------

Total operating assets                                                 120,023,500      130,577,695
                                                                     -------------    -------------

Assets from discontinued operations (Note 14)
  Property and equipment held for sale, net of accumulated
     depreciation (Note 4)                                              10,374,639                0
  Net assets held for sale                                                 546,794                0
                                                                     -------------    -------------
Total assets from discontinued operations                               10,921,433                0
                                                                     -------------    -------------

Total assets                                                         $ 130,944,933    $ 130,577,695
                                                                     =============    =============


                                    LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)


Operating Liabilities

  Mortgage notes payable (Notes 3 and 7)                             $  75,276,001    $  87,616,444
  Accounts payable                                                       6,591,153        4,329,248
  Accrued interest payable                                              10,368,890        9,756,558
  Security deposits payable                                                690,426          778,045
  Due to local general partners and affiliates (Note 8)                 11,475,587        8,028,225
  Due to general partners and affiliates (Note 8)                       16,194,617       14,146,754
                                                                     -------------    -------------

Total operating liabilities                                            120,596,674      124,655,274
                                                                     -------------    -------------

Liabilities from discontinued operations (Note 14)
  Mortgage notes payable of assets held for sale (Note 7)                9,675,961                0
  Net liabilities held for sale (including minority interest)              783,817                0
                                                                     -------------    -------------
Total liabilities from discontinued operations                          10,459,778                0
                                                                     -------------    -------------

Total liabilities                                                      131,056,452      124,655,274
                                                                     -------------    -------------

Minority interests (Note 2)                                              5,690,316        5,454,506
                                                                     -------------    -------------

Commitments and contingencies (Notes 7, 8 and 13)

Partners' capital (deficit)

  Limited partners (76,786 BACs issued and outstanding)                 (5,060,943)       1,146,110
  General partners                                                        (740,892)        (678,195)
                                                                     -------------    -------------

Total partners' capital (deficit)                                       (5,801,835)         467,915
                                                                     -------------    -------------

Total liabilities and partners' capital (deficit)                    $ 130,944,933    $ 130,577,695
                                                                     =============    =============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       46
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                        Year Ended March 31,
                                                            --------------------------------------------
                                                                2007            2006*            2005*
                                                            ------------    ------------    ------------
<S>                                                         <C>             <C>             <C>
Operations:

Revenues

Rental income                                               $ 21,417,393    $ 20,832,960    $ 20,299,708
Other (Notes 1 and 13)                                           854,120         876,310         620,437
                                                            ------------    ------------    ------------

Total revenues                                                22,271,513      21,709,270      20,920,145
                                                            ------------    ------------    ------------

Expenses

General and administrative                                     4,632,213       4,053,860       4,015,773
General and administrative-related parties (Note 8)            2,210,127       2,171,459       2,237,146
Repairs and maintenance                                        5,208,220       5,338,302       5,716,669
Operating                                                      2,732,114       2,527,889       2,281,671
Taxes                                                          1,604,987       1,519,697       1,457,831
Insurance                                                      1,566,181       1,505,040       1,570,227
Interest                                                       4,003,739       4,124,285       4,237,945
Depreciation and amortization                                  5,241,563       5,221,023       5,214,757
Loss on impairment of property                                 1,164,864               0               0
                                                            ------------    ------------    ------------

Total expenses from operations                                28,364,008      26,461,555      26,732,019
                                                            ------------    ------------    ------------

Loss from operations before minority interest                 (6,092,495)     (4,752,285)     (5,811,874)

Minority interest in loss of subsidiaries from operations         23,807          28,990          33,026
                                                            ------------    ------------    ------------
                                                              (6,068,688)     (4,723,295)     (5,778,848)
Loss from operations

Discontinued Operations:
Loss from discontinued operations (Note 14)                     (201,062)       (347,149)       (186,226)
                                                            ------------    ------------    ------------
Net loss                                                    $ (6,269,750)     (5,070,444)     (5,965,074)
                                                            ============    ============    ============

Number of BACs outstanding                                        76,786          76,786          76,786
                                                            ============    ============    ============

Loss from operations - limited partners                     $ (6,008,002)   $ (4,676,062)   $ (5,721,059)
Loss from discontinued operations - limited partners            (199,051)       (343,678)       (184,364)
                                                            ------------    ------------    ------------
Net loss - limited partners                                 $ (6,207,053)   $ (5,019,740)   $ (5,905,423)
                                                            ============    ============    ============

Loss from operations per BAC                                $     (78.24)   $     (60.90)   $     (74.51)
Loss from discontinued operations per BAC                          (2.59)          (4.47)          (2.40)
                                                            ------------    ------------    ------------

Net loss per BAC                                            $     (80.83)   $     (65.37)   $     (76.91)
                                                            ============    ============    ============
</TABLE>
* Reclassified for comparative purposes.

          See accompanying notes to consolidated financial statements.

                                       47
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
        CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
<TABLE>
<CAPTION>
                                                                  Limited           General
                                                   Total          Partners          Partner
                                               -------------    -------------    -------------
<S>                                            <C>              <C>              <C>
Partners' capital (deficit) - April 1, 2004    $  11,503,433    $  12,071,273    $    (567,840)

Net loss                                          (5,965,074)      (5,905,423)         (59,651)
                                               -------------    -------------    -------------

Partners' capital (deficit) - March 31, 2005       5,538,359        6,165,850         (627,491)

Net loss                                          (5,070,444)      (5,019,740)         (50,704)
                                               -------------    -------------    -------------

Partners' capital (deficit) - March 31, 2006         467,915        1,146,110         (678,195)

Net loss                                          (6,269,750)      (6,207,053)         (62,697)
                                               -------------    -------------    -------------

Partner's deficit - March 31, 2007             $  (5,801,835)   $  (5,060,943)   $    (740,892)
                                               =============    =============    =============
</TABLE>


          See accompanying notes to consolidated financial statements.

                                       48
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>
                                                                       Years Ended March 31,
                                                            -----------------------------------------------
                                                                 2007             2006             2005
                                                            -------------    -------------    -------------
<S>                                                         <C>              <C>              <C>
Cash flows from operating activities:

Net loss                                                    $  (6,269,750)   $  (5,070,444)   $  (5,965,074)
                                                            -------------    -------------    -------------
Adjustments to reconcile net loss to net cash provided by
  operating activities:
Depreciation and amortization                                   5,636,136        5,608,137        5,600,688
Loss on impairment of fixed assets                              1,164,864                0                0
Minority interest in loss of subsidiaries                         (23,807)         (28,990)         (33,027)
(Increase) decrease in assets:
Cash held in escrow                                            (2,312,608)        (227,205)         904,809
Other assets                                                   (2,179,218)         456,003         (343,289)
Increase (decrease) in liabilities:
Accounts payable                                                2,466,842       (2,562,672)       1,230,549
Accrued interest payable                                        1,104,444        1,469,204           51,257
Security deposit payable                                           20,092           19,963           (2,685)
Due to local general partners and affiliates                   (1,289,983)       2,134,957          902,074
Due to general partner and affiliates                           2,085,364        1,874,926        2,362,743
                                                            -------------    -------------    -------------
Total adjustments                                               6,672,126        8,744,323       10,673,119
                                                            -------------    -------------    -------------
Net cash provided by operating activities                         402,376        3,673,879        4,708,045
                                                            -------------    -------------    -------------

Cash flows from investing activities:
Acquisition of property and equipment                          (1,704,302)        (974,534)      (1,776,284)
Increase in cash held in escrow                                  (252,296)         (53,468)        (728,341)
Increase (decrease) in due to local general partners and
 affiliates                                                     1,099,986                0          (80,058)
Insurance proceeds                                              4,078,772                0                0
                                                            -------------    -------------    -------------
Net cash provided by (used in) investing activities             3,222,160       (1,028,002)      (2,584,683)
                                                            -------------    -------------    -------------

Cash flows from financing activities:
Repayments of mortgage notes                                   (2,664,482)      (2,691,874)      (2,530,037)
Decrease in due to local general partners and affiliates          (52,720)         (41,459)         (68,610)
(Decrease) increase in capitalization of consolidated
 subsidiaries attributable to minority interest                  (187,519)         (49,882)         614,390
                                                            -------------    -------------    -------------
Net cash used in financing activities                          (2,904,721)      (2,783,215)      (1,984,257)
                                                            -------------    -------------    -------------

Net increase (decrease) in cash and cash equivalents              719,815         (137,338)         139,105

Cash and cash equivalents at beginning of year                  1,652,353        1,789,691        1,650,586
                                                            -------------    -------------    -------------

Cash and cash equivalents at end of year*                   $   2,372,168    $   1,652,353    $   1,789,691
                                                            =============    =============    =============

Supplemental disclosure of cash flows information:
Cash paid during the year for interest                      $   3,930,967    $   3,711,610    $   3,331,816
</TABLE>

*    Cash  and  cash  equivalents,   end  of  period,  includes  cash  and  cash
     equivalents  from   discontinued   operations  of  $131,598,   $0  and  $0,
     respectively.

          See accompanying notes to consolidated financial statements.

                                       49
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2007


NOTE 1 - General

Independence  Tax Credit  Plus L.P.  (the  "Partnership"),  a  Delaware  limited
partnership,  was organized on November 7, 1990,  but had no activity  until May
31, 1991 (which date is  considered  to be inception  for  financial  accounting
purposes) and commenced its public offering on July 1, 1991. The general partner
of the Partnership is Related  Independence  Associates L.P., a Delaware limited
partnership (the "General Partner").  The general partner of the General Partner
is Related Independence  Associates Inc., a Delaware corporation  ("RIAI").  The
ultimate   parent  of  the  General   Partner  is  Centerline   Holding  Company
("Centerline") (which had been known as CharterMac until April 2007).

On March 15, 2007,  Centerline  announced  the  retirement  of Alan P. Hirmes as
Chief Financial  Officer of Centerline.  Upon his  retirement,  he also resigned
from his  position as Director,  President,  Chief  Executive  Officer and Chief
Financial  Officer  of  RIAI.  Centerline  has  named  Robert  L.  Levy as Chief
Financial Officer and Andrew J. Weil as President and Chief Executive Officer to
replace Mr. Hirmes.

The  Partnership's  business  is  to  invest  as  a  limited  partner  in  other
partnerships ("Local Partnerships," "subsidiaries" or "subsidiary partnerships")
that own leveraged apartment complexes ("Apartment Complexes") that are eligible
for the low-income  housing tax credit ("Tax Credit")  enacted in the Tax Reform
Act of 1986, some of which may also be eligible for the historic  rehabilitation
tax credit.  Qualified Beneficial  Assignment  Certificates ("BACs") holders are
entitled  to Tax Credits  over the period of the  Partnership's  entitlement  to
claim Tax  Credits  (for each  Property,  generally  ten years  from the date of
investment or, if later, the date the Property is placed in service; referred to
herein as the "Credit Period") with respect to each Apartment Complex.

The  Partnership  originally held ownership  interests in  twenty-eight  Limited
Partnerships.  As of March 31, 2007, the Partnership held ownership interests in
twenty-seven Local  Partnerships.  As of March 31, 2007, the limited partnership
interest in one Local  Partnership  was sold (see Note 10). In  addition,  as of
March 31, 2007, one Local Partnership entered into a purchase and sale agreement
to sell its property and related assets and liabilities (see Note 11).

The  Partnership  was  authorized  to issue a total of  200,000  BACs which were
registered  with the Securities and Exchange  Commission for sale to the public.
Each BAC  represents  all of the economic  and  virtually  all of the  ownership
rights attributable to a limited partnership interest. As of March 31, 2007, the
Partnership  had raised a total of $76,786,000  representing  76,786 BACs and no
further issuance of BACs is anticipated.

The  terms of the  Partnership's  Amended  and  Restated  Agreement  of  Limited
Partnership (the "Partnership  Agreement") provide, among other things, that net
profits or losses and distributions of cash flow are, in general,  allocated 99%
to the limited partners and BACs holders and 1% to the General Partner.


NOTE 2 - Summary of Significant Accounting Policies

a)  Basis of Accounting

For financial reporting purposes the Partnership's fiscal year ends on March 31.
All  subsidiaries  have  fiscal  years  ending  December  31.  Accounts  of  the
subsidiaries  have been adjusted for  intercompany  transactions  from January 1
through March 31. The Partnership's  fiscal year ends March 31 in order to allow
adequate  time for the  subsidiaries'  financial  statements  to be prepared and
consolidated.  The books and records of the  Partnership  are  maintained on the
accrual basis of accounting,  in accordance with accounting principles generally
accepted in the United States of America ("GAAP").

b)  Basis of Consolidation

The consolidated  financial  statements  include the accounts of the Partnership
and twenty-eight  subsidiary  partnerships in which the Partnership is a limited
partner (including the subsidiary  partnership in which the Partnership sold its
limited partnership  interest).  Through the rights of the Partnership and/or an
affiliate of the General Partner,  which affiliate has a contractual  obligation
to act on behalf  of the  Partnership,  to remove  the  general  partner  of the
subsidiary  local  partnerships  and to  approve  certain  major  operating  and
financial decisions, the Partnership has a controlling financial interest in the
subsidiary local partnerships.  All intercompany  accounts and transactions with
the subsidiary partnerships have been eliminated in consolidation.

Increases  (decreases)  in  the  capitalization  of  consolidated   subsidiaries
attributable  to  minority  interest  arise  from  cash  contributions  and cash
distributions, respectively, to the minority interest partners.

Losses  attributable to minority  interest which exceed the minority  interests'
investment  in a subsidiary  have been charged to the  Partnership.  Such losses
aggregated  approximately $48,000, $32,000 and $40,000 for the years ended March
31, 2007,  2006 and 2005,  respectively  (the 2006,  2005 and 2004 Fiscal Years,
respectively).  The Partnership's  investment in each subsidiary is equal to the
respective subsidiary's partners' equity less minority interest capital, if any.
In  consolidation,  all  subsidiary  partnership  losses  are  included  in  the
Partnership's  capital account except for losses allocated to minority  interest
capital.

c)  Cash and Cash Equivalents

Cash and cash  equivalents  include cash on hand, cash in banks, and investments
in short-term highly liquid  instruments  purchased with original  maturities of
three months or less.

                                       50
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2007


d)  Property and Equipment

Property and  equipment  to be held and used are carried at cost which  includes
the purchase price, acquisition fees and expenses,  construction period interest
and any other costs incurred in acquiring the  properties.  The cost of property
and equipment is depreciated over their estimated useful lives using accelerated
and straight-line methods.  Expenditures for repairs and maintenance are charged
to expense as incurred;  major renewals and betterments are capitalized.  At the
time property and  equipment are retired or otherwise  disposed of, the cost and
accumulated   depreciation  are  eliminated  from  the  assets  and  accumulated
depreciation accounts and the profit or loss on such disposition is reflected in
earnings.  The  Partnership  complies  with  Statement of  Financial  Accounting
Standards  ("SFAS")  No. 144  "Accounting  for the  Impairment  or  Disposal  of
Long-Lived  Assets".  A loss on impairment of assets is recorded when management
estimates amounts recoverable through future operations and sale of the property
on an  undiscounted  basis is below  depreciated  cost.  At that time,  property
investments  themselves  are reduced to estimated  fair value  (generally  using
discounted  cash flows) when the property is  considered  to be impaired and the
depreciated cost exceeds estimated fair value.

At the time management  commits to a plan to dispose of assets,  said assets are
adjusted to the lower of carrying amount or fair value less costs to sell. These
assets  are  classified  as  property  and  equipment-held  for sale and are not
depreciated.  Property  and  equipment  that are held for sale are  included  in
discontinued  operations.   There  is  one  asset  classified  as  property  and
equipment-held for sale as of March 31, 2007 (see Note 11).

During the year ended March 31, 2007,  the  Partnership  recorded  approximately
$1,165,000 as an aggregate loss on impairment of assets. Through March 31, 2007,
the  Partnership has recorded  approximately  $1,665,000 as an aggregate loss on
impairment of assets or reduction to estimated fair value.

e)  Income Taxes

The  Partnership  is not  required to provide  for, or pay,  any federal  income
taxes.  Net income or loss generated by the Partnership is passed through to the
partners and is required to be reported by them. The  Partnership may be subject
to state and local taxes in jurisdictions  in which it operates.  For income tax
purposes, the Partnership has a fiscal year ending December 31.

f)  Revenue Recognition

Rental income is earned  primarily under standard  residential  operating leases
and is typically  due the first day of each month,  but can vary by property due
to the terms of the tenant leases.  Rental income is recognized  when earned and
charged to tenants' accounts  receivable if not received by the due date. Rental
payments  received in advance of the due date are deferred until earned.  Rental
subsidies  are  recognized  as  rental  income  during  the month in which it is
earned.

Other  revenues are  recorded  when earned and consist of the  following  items:
Interest  income  earned on cash and cash  equivalent  balances and cash held in
escrow balances,  income from forfeited security deposits, late charges, laundry
and vending income and other rental related items.

Other  revenues  from  operations  include  the  following  amounts  at both the
Partnership and Local Partnership level:
<TABLE>
<CAPTION>
                                     Years Ended March 31,
                         ---------------------------------------------
                              2007            2006*           2005*
                         -------------   -------------   -------------
<S>                      <C>             <C>             <C>
Interest                 $     234,733   $     163,142   $      90,720
Other                          619,387         713,168         529,717
                         -------------   -------------   -------------

   Total other revenue   $     854,120   $     876,310   $     620,437
                         =============   =============   =============
</TABLE>

Other revenues from  discontinued  operations  include the following  amounts at
both the Partnership and Local Partnership level:
<TABLE>
<CAPTION>
                                     Years Ended March 31,
                         ---------------------------------------------
                              2007            2006*           2005*
                         -------------   -------------   -------------
<S>                      <C>             <C>             <C>
Interest                 $         671   $         674   $           7
Other                           26,657          30,289          76,421
                         -------------   -------------   -------------

   Total other revenue   $      27,328   $      30,963   $      76,428
                         =============   =============   =============
</TABLE>
* Reclassified for comparative purposes.

                                       51
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2007


g)  Loss Contingencies

The  Partnership   records  loss  contingencies  as  a  charge  to  income  when
information  becomes available which indicates that it is probable that an asset
has  been  impaired  or a  liability  has  been  incurred  as of the date of the
financial statements and the amount of loss can be reasonably estimated.

h)  Use of Estimates

The  preparation  of  financial  statements  in  conformity  with GAAP  requires
management  to make  estimates  and  assumptions  that affect  certain  reported
amounts and  disclosures.  Accordingly,  actual  results could differ from those
estimates.


NOTE 3 - Fair Value of Financial Instruments

The following  methods and  assumptions  were used to estimate the fair value of
each  class  of  financial  instruments  (all of which  are held for  nontrading
purposes) for which it is practicable to estimate that value:

Cash  and  Cash  Equivalents  and  Cash  Held  in  Escrow
---------------------------------------------------------
The carrying amount approximates fair value.

Mortgage Notes Payable
----------------------
The fair value of mortgage notes payable is estimated, where practicable,  based
on the borrowing rate currently available for similar loans.

The  estimated  fair values of the  Partnership's  mortgage  notes  payable from
operations are as follows:
<TABLE>
<CAPTION>
                                               March 31, 2007              March 31, 2006
                                          -------------------------   -------------------------
                                            Carrying                    Carrying
                                             Amount     Fair Value       Amount     Fair Value
                                          -----------   -----------   -----------   -----------
<S>                                       <C>           <C>           <C>           <C>
Mortgage notes payable for which it is:
Practicable to estimate fair value        $41,580,846   $40,729,357   $39,819,378   $35,886,832
Not practicable                           $33,695,155             *   $47,797,006             *
</TABLE>

The  estimated  fair values of the  Partnership's  mortgage  notes  payable from
discontinued operations are as follows:
<TABLE>
<CAPTION>
                                               March 31, 2007              March 31, 2006
                                          -------------------------   -------------------------
                                            Carrying                    Carrying
                                             Amount     Fair Value       Amount     Fair Value
                                          -----------   -----------   -----------   -----------
<S>                                       <C>           <C>           <C>           <C>
Mortgage notes payable for which it is:
Practicable to estimate fair value        $ 9,675,961   $ 6,660,885   $         0   $         0
Not practicable                           $         0             *   $         0             *
</TABLE>

*  Management  believes it is not  practical to estimate the fair value of these
   mortgage notes payable because mortgage programs with similar characteristics
   are not currently available to the Local Partnerships.

The carrying amount of other financial  instruments that require such disclosure
approximates fair value.

                                       52
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2007


NOTE 4 - Property and Equipment

The components of property and equipment from operations are as follows:
<TABLE>
<CAPTION>
                                            March 31,                Estimated
                                 ------------------------------    Usefule Lives
                                      2007            2006             (Years)
                                 -------------    -------------    --------------
<S>                              <C>              <C>                      <C>
Land                             $   5,313,563    $   5,692,516                -
Building and improvements          162,672,612      177,510,742            15-40
Furniture and fixtures               3,254,210        3,433,279             3-10
                                 -------------    -------------
                                   171,240,385      186,636,537

Less: Accumulated depreciation     (70,978,449)     (71,043,930)
                                 -------------    -------------

                                 $ 100,261,936    $ 115,592,607
                                 =============    =============
</TABLE>

The  initial  cost to the  Partnership,  as  shown  in  Schedule  III in Item 15
includes  approximately  $4,500,000  of  acquisition  fees  paid to the  General
Partner and $1,057,104 of acquisition expenses.

In  connection  with  the  rehabilitation  of  the  properties,  the  subsidiary
partnerships have incurred developer's fees of approximately  $14,500,000 to the
Local General Partners and affiliates,  net of approximately  $979,000 earned by
the Partnership. Such fees were included in the cost of property and equipment.

Depreciation  expense for the years ended March 31, 2007, 2006 and 2005 amounted
to, $5,109,227, $5,086,262 and $5,074,716, respectively.

During the years  ended  March 31, 2007 and 2006,  accumulated  depreciation  of
$69,887 and $3,407, respectively, on dispositions was written off.

The  components of property and equipment  from  discontinued  operations are as
follows:
<TABLE>
<CAPTION>
                                            March 31,                Estimated
                                 ------------------------------    Usefule Lives
                                      2007            2006             (Years)
                                 -------------    -------------    --------------
<S>                              <C>              <C>                      <C>
Land                             $     377,368    $           0                -
Building and improvements           15,189,402                0            15-40
Furniture and fixtures                 298,933                0             3-10
                                 -------------    -------------
                                    15,865,703                0

Less: Accumulated depreciation      (5,491,064)               0
                                 -------------    -------------

                                 $  10,374,639    $           0
                                 =============    =============
</TABLE>

Depreciation  expense for the discontinued  property and equipment for the years
ended March 31, 2007, 2006 and 2005 amounted to $386,243, $381,210 and $380,027,
respectively.

                                       53
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2007


NOTE 5 - Cash Held in Escrow

Cash held in escrow consists of the following:
<TABLE>
<CAPTION>
                                                   March 31,
                                         -----------------------------
                                              2007            2006
                                         -------------   -------------
<S>                                      <C>             <C>
Purchase price payments*                 $       8,607   $      17,941
Real estate taxes, insurance and other       7,005,330       4,844,441
Reserve for replacements                     4,997,496       4,735,866
Tenant security deposits                       706,429         789,583
                                         -------------   -------------

                                         $  12,717,862   $  10,387,831
                                         =============   =============
</TABLE>
*    Represents  amounts  to be paid to seller  upon  meeting  specified  rental
     achievement criteria.

Cash  held  in  escrow  included  in the  discontinued  assets  consists  of the
following:
<TABLE>
<CAPTION>
                                                   March 31,
                                         -----------------------------
                                              2007            2006
                                         -------------   -------------
<S>                                      <C>             <C>
Real estate taxes, insurance and other   $     132,392   $           0
Tenant security deposits                       102,481               0
                                         -------------   -------------

                                         $     234,873   $           0
                                         =============   =============
</TABLE>


NOTE 6 - Deferred Costs

The  components  of  deferred  costs  and their  periods  of  amortization  from
operations are as follows:
<TABLE>
<CAPTION>
                                            March 31,
                                 -----------------------------
                                      2007             2006            Period
                                 -------------    -------------    -------------
<S>                              <C>              <C>                    <C>
Financing expenses               $   3,049,894    $   3,183,310          *
Less: Accumulated amortization      (1,890,663)      (1,849,198)
                                 -------------    -------------

                                 $   1,159,231    $   1,334,112
                                 =============    =============
</TABLE>

Amortization  expense from  operations for the years ended March 31, 2007,  2006
and 2005 amounted to $134,762, $134,761 and $140,041, respectively.

The  discontinued  assets  components  of  deferred  costs and their  periods of
amortization are as follows:
<TABLE>
<CAPTION>
                                            March 31,
                                 -----------------------------
                                      2007             2006            Period
                                 -------------    -------------    -------------
<S>                              <C>              <C>                    <C>
Financing expenses               $     133,416    $           0          *
Less:  Accumulated amortization        (99,201)               0
                                 -------------    -------------

                                 $      34,215    $           0
                                 =============    =============
</TABLE>

*    Over the life of the respective mortgages.


Amortization expense from discontinued operations amounted to $5,904 for each of
the years ended March 31, 2007, 2006 and 2005.


NOTE 7 - Mortgage Notes Payable

The mortgage notes from operations are payable in aggregate monthly installments
of  approximately  $544,000,  including  principal and interest at rates varying

                                       54
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2007


from 0% to 9% per annum,  through the year 2048. Each  subsidiary  partnership's
mortgage  note  payable  is  collateralized  by the  land and  buildings  of the
respective  subsidiary   partnership,   the  assignment  of  certain  subsidiary
partnership's rents and leases, and is without further recourse.

Certain  mortgage  notes with balances  aggregating  $8,401,000 and 8,438,000 at
December 31, 2006 and 2005,  respectively,  which bear interest at rates ranging
from  7.5%  to  9%  per  annum,  were  eligible  for  interest  rate  subsidies.
Accordingly,  the subsidiary  partnerships paid only that portion of the monthly
payments  that would be required if the interest rate was 1% and the balance was
subsidized under Sections 236 and 551(b) of the National Housing Act.

Annual principal payment requirements on the mortgage notes from operations,  as
of March 31, 2007, for each of the next five fiscal years and thereafter, are as
follows:

  Fiscal Year                             Amount
-----------------                      -------------

    2007                               $   4,742,022
    2008                                   3,245,755
    2009                                   7,480,148
    2010                                   2,411,544
    2011                                   4,803,992
    Thereafter                            52,592,540
                                       -------------

                                       $  75,276,001
                                       =============

Accrued  interest  payable  as of March  31,  2007  and  2006 was  approximately
$10,400,000  and  $9,800,000,  respectively.  Interest  accrues on all  mortgage
loans,  which include primary and secondary loans.  Certain secondary loans have
provisions  such that  interest is accrued but not payable  until a future date.
The  Partnership  anticipates  the payment of accrued  interest on the secondary
loans (which make up the  majority of the accrued  interest  payable  amount and
which  have  been  accumulating  since  the  Partnership's   investment  in  the
respective  Local  Partnership)  will be made from future  refinancings or sales
proceeds of the respective Local Partnerships.

The mortgage  agreements  require  monthly  deposits to replacement  reserves of
approximately  $81,000 and monthly  deposits to escrow  accounts for real estate
taxes, hazard and mortgage insurance and other (Note 5).

The mortgage notes from discontinued operations are payable in aggregate monthly
installments of approximately $36,000, including principal and interest at rates
varying  from  1% to 9% per  annum,  through  the  year  2040.  Each  subsidiary
partnership's  mortgage note payable is collateralized by the land and buildings
of the respective subsidiary  partnership,  the assignment of certain subsidiary
partnership's rents and leases, and is without further recourse.

Annual principal  payment  requirements on the mortgage notes from  discontinued
operations,  as of March 31,  2007,  for each of the next five fiscal  years and
thereafter, are as follows:

  Fiscal Year                             Amount
-----------------                      -------------

    2007                               $   1,011,920
    2008                                     178,381
    2009                                     188,613
    2010                                     199,677
    2011                                   2,483,642
    Thereafter                             5,613,728
                                       -------------

                                       $   9,675,961
                                       =============

Accrued  interest  payable  as of March  31,  2007  and  2006 was  approximately
$492,000 and $0,  respectively.  Interest  accrues on all mortgage loans,  which
include  primary and secondary  loans.  Certain  secondary loans have provisions
such  that  interest  is  accrued  but not  payable  until a  future  date.  The
Partnership  anticipates the payment of accrued  interest on the secondary loans
(which make up the  majority of the accrued  interest  payable  amount and which
have been  accumulating  since the  Partnership's  investment in the  respective
Local  Partnership)  will be made from future  refinancings or sales proceeds of
the respective Local Partnerships.


NOTE 8 - Related Party Transactions

An affiliate of the General Partner, Independence SLP L.P., has either a 0.1% or
1% interest as a special limited partner in each of the Local  Partnerships.  An
affiliate of the General  Partner also has a minority  interest in certain Local
Partnerships.

                                       55
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2007


As of March 31, 2007 and 2006, the Partnership  owes an affiliate of the General
Partner  approximately  $6,187,000 and $5,028,000,  respectively,  for operating
advances.  These  advances are  non-interest  bearing and have no set  repayment
terms.  The Partnership  has advanced these monies to two Local  Partnerships to
fund their operations.

A) Other Related Party Expenses

The General Partner and its affiliates perform services for the Partnership. The
costs incurred from operations for the years ended March 31, 2007, 2006 and 2005
were as follows:
<TABLE>
<CAPTION>
                                                       Years Ended March 31,
                                           ---------------------------------------------
                                                2007            2006*           2005*
                                           -------------   -------------   -------------
<S>                                        <C>             <C>             <C>
Partnership management fees (i)            $     880,000   $     880,000   $     880,000
Expense reimbursement (ii)                       190,309         273,640         197,664
Local administrative fee (iv)                     49,500          49,500          59,500
Property management fees incurred to
 affiliates of
 the General Partners                            155,155         144,489         139,872
                                           -------------   -------------   -------------
Total general and administrative -
 General Partner                               1,274,964       1,347,629       1,277,036
                                           -------------   -------------   -------------

Property management fees incurred to
 affiliates of the Local General
 Partners (iii)                                  935,163         823,830         960,110
                                           -------------   -------------   -------------
Total general and administrative -
 related parties                           $   2,210,127   $   2,171,459   $   2,237,146
                                           =============   =============   =============
</TABLE>

The General Partner and its affiliates perform services for the Partnership. The
cost incurred from  discontinued  operations for the years ended March 31, 2007,
2006 and 2005 were as follows:
<TABLE>
<CAPTION>
                                                       Years Ended March 31,
                                           ---------------------------------------------
                                                2007            2006*           2005*
                                           -------------   -------------   -------------
<S>                                        <C>             <C>             <C>
Local administrative fee (iv)              $       5,000   $       5,000   $       5,000
                                           -------------   -------------   -------------
Total general and administrative-General
  Partners                                         5,000           5,000           5,000
                                           -------------   -------------   -------------
Property management fees incurred to
  affiliates of the Local General
  Partners (iii)                                  71,248          51,231          49,043
                                           -------------   -------------   -------------

Total general and administrative-related
  parties                                  $      76,248   $      56,231   $      54,043
                                           =============   =============   =============
</TABLE>
*    Reclassified for comparative purposes.


(i) The General  Partner is entitled to receive a  partnership  management  fee,
after payment of all partnership expenses,  which together with the local annual
administrative  fees  will not  exceed a maximum  of 0.5% per annum of  invested
assets (as defined in the Partnership Agreement),  for administering the affairs
of  the  Partnership.  Subject  to the  foregoing  limitation,  the  partnership
management fee will be determined by the General  Partner in its sole discretion
based  upon its  review of the  Partnership's  investments.  Unpaid  partnership
management fees for any year have been, and will continue to be, accrued without
interest  and will be payable  only to the extent of  available  funds after the
Partnership  has  made   distributions  to  the  limited  partners  of  sale  or
refinancing  proceeds equal to their original capital  contributions  plus a 10%
priority return thereon (to the extent not  theretofore  paid out of cash flow).
Partnership   management  fees  owed  to  the  General   Partner   amounting  to
approximately  $8,359,000 and $7,479,000 were accrued and unpaid as of March 31,
2007 and 2006, respectively.

(ii) The  Partnership  reimburses  the General  Partner and its  affiliates  for
actual  Partnership  operating  expenses incurred by the General Partner and its
affiliates on the  Partnership's  behalf.  The amount of reimbursement  from the
Partnership is limited by the provisions of the Partnership  Agreement.  Another
affiliate of the General Partner  performs asset monitoring for the Partnership.
These   services   include  site  visits  and   evaluations  of  the  subsidiary
partnerships'  performance.  Expense reimbursements owed to the General Partners
and its affiliates  amounting to  approximately  $1,644,000 and $1,453,000  were
accrued and unpaid as of March 31, 2007 and 2006, respectively.

(iii) Property management fees incurred by the subsidiary  partnerships amounted
to  $1,422,528,  $1,317,131  and  $1,303,227 for the years ended March 31, 2007,
2006 and 2005, respectively. Of these fees, $1,006,411,  $875,061 and $1,009,153
were incurred to affiliates  of the general  partners of the Local  Partnerships
(the "Local General  Partners") which includes  $71,248,  $51,231 and $49,043 of
these fees  relating to  discontinued  operations  and  $155,155,  $144,489  and
$139,872 were incurred to affiliates of the General Partner.

(iv) Independence SLP L.P. is entitled to receive a local  administrative fee of
up to $2,500 per year from each subsidiary partnership.

                                       56
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2007


B)  Due to Local General Partners and Affiliates

Due to local general partners and affiliates  included in operating  liabilities
consists of the following:
<TABLE>
<CAPTION>
                                                                              March 31,
                                                                    ----------------------------
                                                                        2007            2006
                                                                    ------------    ------------
<S>                                                                 <C>             <C>
Development deficit advances                                        $          0    $     50,000
Operating advances (i)                                                 1,727,780       2,018,163
Development fee payable                                                1,396,993       1,391,293
Long-term notes payable (ii)                                           1,366,061       1,418,781
Accrued interest on long-term notes payable                            1,052,466         958,882
Management and other fees                                                759,229       2,191,106
Construction costs                                                     5,173,058               0
                                                                    ------------    ------------
                                                                    $ 11,475,587    $  8,028,225
                                                                    ============    ============

(i) Operating advances include the following loan:

Christine Apartments, L.P.                                          $    116,100    $    116,100
--------------------------
This loan is non-interest bearing and has no set repayment terms

(ii) Long-term notes payable consist of the following:

Creative Choice Homes II, LTD                                       $    979,770    $    979,770
-----------------------------
The first note bears interest at 7% payable monthly.
Principal on the loan is due and payable in full on December
31, 2009.  No payments were made during the current year on
this note.  Delinquent principal payments as of December 31,
2006 amounted to $467,489, and thus, this note is technically
in default.  The second note bears interest at 12% payable
monthly.  Principal on the loan is due and payable in full on
December 31, 2009.  No payments were made during the current
year on this note.  Delinquent principal payments as of
December 31, 2006 amounted to $547,034, and thus, this note is
technically in default.  Accrued interest as of December 31,
2006 and 2005, totaled $1,052,466 and $958,882, respectively

Plainsboro Housing Partners, L.P.                                   $    386,291    $    439,011
---------------------------------
This loan accrues interest at a rate of 7.34% per annum on the
outstanding principal balance. Repayment of the principal and
interest shall be made from net cash flow to the extent
available pursuant to the promissory note. All accrued
interest and principal are due in a balloon payment in
December 2033

Interest expense incurred on such long-term notes payable
amounted  to approximately $122,000, $126,000 and $129,000 for
the 2006, 2005 and 2004 Fiscal Years, respectively
</TABLE>


Due to local  general  partners  and  affiliates  included  in the  discontinued
liabilities consists of the following:
<TABLE>
<CAPTION>
                                                                              March 31,
                                                                    ----------------------------
                                                                        2007            2006
                                                                    ------------    ------------
<S>                                                                 <C>             <C>
Development deficit advances                                        $     50,000    $          0
Operating advances                                                       414,493               0
Management and other fees                                                (75,800)              0
                                                                    ------------    ------------

                                                                    $    388,693    $          0
                                                                    ============    ============
</TABLE>

C)  Other

Pursuant to the  Partnership  Agreement  and the  partnership  agreements of the
Local Partnerships, the General Partner and Independence SLP L.P. received their
pro rata share of profits, losses and tax credits.

                                       57
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2007


NOTE 9 - Taxable Net Loss

A  reconciliation  of the financial  statements net loss to the taxable net loss
for the Partnership and its consolidated subsidiaries follows:
<TABLE>
<CAPTION>
                                                                Years Ended December 31,
                                                        -----------------------------------------
                                                            2006           2005           2004
                                                        -----------    -----------    -----------
<S>                                                     <C>            <C>            <C>
Financial statement net loss                            $(6,269,750)   $(5,070,444)   $(5,965,074)

Differences between depreciation and amortization
expense recorded for financial reporting  purposes
and the accelerated cost recovery system utilized for
income tax purposes                                        (983,042)      (961,689)    (1,136,800)

Differences  resulting from parent company having a
different  fiscal year for income tax and financial
reporting purposes                                          (16,893)        32,009        (22,493)

Non-deductible loss on impairment of property             1,164,864              0              0

Other, including   related  party  accruals  not
deductible until paid                                     1,825,310       (191,835)      (645,283)
                                                        -----------    -----------    -----------

Taxable net loss as shown on the income tax
return for the
calendar year ended                                     $(4,279,511)   $(6,191,959)   $(7,769,650)
                                                        ===========    ===========    ===========
</TABLE>


NOTE 10 - Sale of Property

The Partnership is currently in the process of disposing of its investments.  As
of March 31, 2007, the Partnership sold the limited partnership  interest in one
Local Partnership.  In addition,  one Local Partnership  entered into a purchase
and sales agreement to sell its property and related assets and liabilities.

On March 29, 2007, the Partnership sold its limited partnership interest in P.S.
157 Associates, L.P. ("P.S. 157") to the Local General Partner for a sales price
of $1,996,490.  The sale resulted in a gain of  approximately  $1,940,000  which
will be recognized on Form 10-Q for the quarter ended June 30, 2007 and resulted
from the write-off of the basis in the property of approximately  $56,000 at the
date of the sale and the $1,996,490 cash received from the sale.


NOTE 11 - Asset Held for Sale

On March 6, 2007, Homestead  Apartments  Associates Ltd.  ("Homestead")  entered
into a purchase and sale  agreement to sell the property and the related  assets
and  liabilities to an  unaffiliated  third party purchaser for a sales price of
$4,600,000. The sales documents have been executed and the initial deposit funds
are being held in escrow.  No assurance can be given that the sale will actually
occur.  The closing is expected  to occur in the quarter  ending June 30,  2008.
Homestead  is being held as an asset held for sale as of March 31,  2007.  As of
December  31,  2006,   Homestead  had  property  and  equipment,   at  cost,  of
approximately  $6,231,000,  accumulated depreciation of approximately $2,122,000
and mortgage debt of approximately $3,311,000.

                                       58
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2007


NOTE 12 - Selected Quarterly Financial Date (Unaudited)

The following table summarizes the Partnership's quarterly results of operations
for the years ended March 31, 2007 and 2006.
<TABLE>
<CAPTION>
                                                                         Quarter Ended
                                                    --------------------------------------------------------

                                                      June 30,    September 30,   December 31,    March 31,
                  OPERATIONS                           2006           2006           2006           2007
-------------------------------------------------   -----------    -----------    -----------    -----------
<S>                                                 <C>            <C>            <C>            <C>
Revenues                                            $ 5,522,975    $ 5,145,717    $ 5,292,024    $ 6,310,797

Operating expenses                                   (6,829,916)    (6,651,490)    (6,287,888)    (8,594,714)
                                                    -----------    -----------    -----------    -----------

Loss before minority interest                        (1,306,941)    (1,505,773)      (995,864)    (2,283,917)
                                                    -----------    -----------    -----------    -----------

Minority interest in loss of subsidiaries from
 operations                                               6,934          6,930          5,024          4,919
                                                    -----------    -----------    -----------    -----------

Loss from operations                                 (1,300,007)    (1,498,843)      (990,840)    (2,278,998)

(Loss) income from discontinued operations             (160,000)       (27,950)        94,701       (107,813)
                                                    -----------    -----------    -----------    -----------

Net loss                                            $(1,460,007)   $(1,526,793)   $  (896,139)   $(2,386,811)
                                                    ===========    ===========    ===========    ===========

Net loss per weighted average BAC from operations   $    (16.76)   $    (19.33)   $    (12.77)   $    (29.38)

Net (loss) income per weighted average BAC from
 discontinued operations                                  (2.06)         (0.36)          1.22          (1.39)
                                                    -----------    -----------    -----------    -----------

Net loss per weighted average BAC                   $    (18.82)   $    (19.69)   $    (11.55)   $    (30.77)
                                                    ===========    ===========    ===========    ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                         Quarter Ended
                                                    --------------------------------------------------------

                                                      June 30,     September 30,   December 31,    March 31,
                  OPERATIONS                           2005*          2005*           2005*         2006*
-------------------------------------------------   -----------    -----------    -----------    -----------
<S>                                                 <C>            <C>            <C>            <C>
Revenues                                            $ 5,318,197    $ 4,990,999    $ 5,420,354    $ 5,979,720

Operating expenses                                   (6,789,068)    (6,398,839)    (6,544,821)    (6,728,827)
                                                    -----------    -----------    -----------    -----------

Loss before minority interest                        (1,470,871)    (1,407,840)    (1,124,467)      (749,107)

Minority interest in loss of subsidiaries                10,294          2,706          5,989         10,001
                                                    -----------    -----------    -----------    -----------

Loss from operations                                 (1,460,577)    (1,405,134)    (1,118,478)      (739,106)

Loss from discontinued operations                       (70,981)      (134,102)        (6,361)      (135,705)
                                                    -----------    -----------    -----------    -----------

Net loss                                            $(1,531,558)   $(1,539,236)   $(1,124,839)   $  (874,811)
                                                    ===========    ===========    ===========    ===========

Net loss per weighted average BAC from operations   $    (18.83)   $    (18.12)   $    (14.42)   $     (9.53)

Net loss per weighted average BAC from
 discontinued operations                                  (0.92)         (1.73)         (0.08)         (1.74)
                                                    -----------    -----------    -----------    -----------

Net loss per weighted average BAC                   $    (19.75)   $    (19.85)   $    (14.50)   $    (11.27)
                                                    ===========    ===========    ===========    ===========
</TABLE>
* Reclassified for comparative purposes.

                                       59
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2007


NOTE 13 - Commitments and Contingencies

a)  Subsidiary Partnerships - Going Concern

Creative Choice Homes II LTD. ("Opa-Locka")
-------------------------------------------

The financial  statements  for Opa-Locka  were prepared  assuming that Opa-Locka
will  continue  as a going  concern.  Opa-Locka  is in  default on its third and
fourth  mortgage  notes,  which were incurred to affiliates of the Local General
Partner. The Local General Partner has not sent a notice of default with respect
to the notes as of the year ended  March 31, 2007 and will be unable to call the
notes until the first and second mortgage notes, which are current,  are paid in
full.

Opa-Locka  has  also  continued  to incur  significant  operating  losses.  This
condition raises  substantial doubt about  Opa-Locka's  ability to continue as a
going concern. The ability for Opa-Locka to continue as a going concern is based
on the Local General Partner's continuing ability to fund operating losses. This
condition is  alleviated  in part by the fact that the property has had positive
operating cash flow for the past several years. The financial  statements do not
include  any  adjustments  that might be  necessary  if  Opa-Locka  is unable to
continue as a going concern.

In October 2005,  Opa-Locka  suffered property damage and business  interruption
due  to a  severe  hurricane.  Opa-Locka  contracted  to  complete  repairs  and
renovations of the buildings damaged for a cost of $7,500,000. Opa-Locka expects
to  be  reimbursed  by  insurance   proceeds  in  the  amount  of  approximately
$6,721,538.  As of December  2006,  $4,000,000  of insurance  proceeds have been
received by the mortgage company which is acting as administrator and trustee of
the funds. A balance of $3,688,957  remains payable to the construction  company
as of December 31, 2006 related to the rehabilitation.

The above  circumstances  have called into  question the  recoverability  of the
carrying amounts of the building. As a result,  pursuant to SFAS 144, Accounting
for the  Impairment or Disposal of  Long-Lived  Assets,  an  impairment  loss of
$1,164,864 has been recognized on the building and improvements.

b)  Uninsured Cash and Cash Equivalents

The  Partnership  maintains  its cash and cash  equivalents  in  various  banks.
Accounts  at  each  bank  are  guaranteed  by  the  Federal  Deposit   Insurance
Corporation  up to  $100,000.  As of March  31,  2007,  uninsured  cash and cash
equivalents approximated $1,566,000.

c)  Cash Distributions

Cash distributions from the Local Partnerships to the Partnership are restricted
by the  provisions  of  the  respective  partnership  agreements  of  the  Local
Partnerships and the U.S.  Department of Housing and Urban  Development  ("HUD")
based on operating results and a percentage of the owner's equity  contribution.
Such cash distributions are typically made for surplus cash flow.

d)  Other

The  Partnership  is subject to the risks  incident to potential  losses arising
from the management and ownership of improved real estate.  The  Partnership can
also be affected by poor economic  conditions  generally;  however, no more than
21%  of the  properties  are  located  in  any  single  state.  There  are  also
substantial  risks  associated  with  owning  properties   receiving  government
assistance; for example, the possibility that Congress may not appropriate funds
to enable HUD to make rental assistance payments. HUD also restricts annual cash
distributions  to partners  based on operating  results and a percentage  of the
owner's  equity  contribution.  The  Partnership  cannot  sell or  substantially
liquidate its investments in subsidiary  partnerships during the period that the
subsidy agreements are in existence without HUD's approval.  Furthermore,  there
may not be market  demand for  apartments  at full market  rents when the rental
assistance contracts expire.

The  Partnership and BACs holders began to recognize Tax Credits with respect to
an  Apartment  Complex  when  the  Credit  Period  for  such  Apartment  Complex
commenced.  Because of the time  required for the  acquisition,  completion  and
rent-up of  Apartment  Complexes,  the amount of Tax Credits  per BAC  gradually
increased  over the  first  three  years of the  Partnership.  Tax  Credits  not
recognized  in the first three years will be recognized in the 11th through 13th
years.  The Partnership  generated  $17,573,  $17,573 and $1,051,548 Tax Credits
during the 2006, 2005 and 2004 tax years, respectively.

                                       60
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2007


NOTE 14 - Discontinued Operations

The following table summarizes the financial  position of P.S. 157 and Homestead
that are  classified  as  discontinued  operations  as of March 31,  2007 in the
consolidated balance sheets.

Consolidated Balance Sheets:
----------------------------
<TABLE>
<CAPTION>
                                                                             March 31,
                                                                  ------------------------------
                                                                       2007             2006
                                                                  -------------    -------------
<S>                                                               <C>              <C>
Assets
 Property and equipment - less accumulated depreciation of
   $5,491,064 and $0, respectively                                $  10,374,639    $           0
 Cash and cash equivalents                                              131,598                0
 Cash held in escrow                                                    234,873                0
 Deferred costs, net of accumulated amortization of $99,201 and
   $0, respectively                                                      34,215                0
 Other assets                                                           146,108                0
                                                                  -------------    -------------
Total assets                                                      $  10,921,433    $           0
                                                                  =============    =============

Liabilities
 Mortgage notes payable                                           $   9,675,961    $           0
 Accounts payable                                                       204,937                0
 Accrued interest payable                                               492,112                0
 Security deposit payable                                               107,711                0
 Due to local general partners and affiliates                           388,693                0
 Due to general partners and affiliates                                  37,500                0
 Minority interest                                                     (447,136)               0
                                                                  -------------    -------------
Total liabilities                                                 $  10,459,778    $           0
                                                                  =============    =============
</TABLE>

The  following  table   summarizes  the  results  of  operations  of  the  Local
Partnerships that are classified as discontinued operations.  For the year ended
March 31, 2007,  P.S. 157, which was sold during the year, and Homestead,  which
was classified as an asset held for sale,  were all  classified as  discontinued
operations in the consolidated  financial  statements.  For the year ended March
31,  2006 and 2005,  P.S.  157 and  Homestead,  in order to  present  comparable
results  to the year ended  March 31,  2007,  were  classified  as  discontinued
operations in the consolidated financial statements.

                                       61
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2007


Consolidated Statements of Discontinued Operations:
---------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Year Ended March 31,
                                                       -----------------------------------------
                                                           2007           2006           2005
                                                       -----------    -----------    -----------
<S>                                                    <C>            <C>            <C>
Revenues

Rental income                                          $ 1,700,875    $ 1,632,690    $ 1,524,378
Other (Note 2)                                              27,328         30,963         76,428
                                                       -----------    -----------    -----------
Total revenue                                            1,728,203      1,663,653      1,600,806
                                                       -----------    -----------    -----------

Expenses

General and administrative                                 291,654        321,892        288,901
General and administrative-related parties (Note 8)         76,248         56,231         54,043
Repairs and maintenance                                    411,337        467,814        290,912
Operating and other                                        210,530        236,949        207,048
Real estate taxes                                           66,420         91,000         83,323
Insurance                                                  156,064        116,571        133,579
Interest                                                   322,439        333,231        343,295
Depreciation and amortization                              394,573        387,114        385,931
                                                       -----------    -----------    -----------

Total expenses                                           1,929,265      2,010,802      1,787,032
                                                       -----------    -----------    -----------

Loss from discontinued operations                      $  (201,062)   $  (347,149)   $  (186,226)
                                                       ===========    ===========    ===========

Loss - limited partners from discontinued operations   $  (199,051)   $  (343,678)   $  (184,364)
                                                       ===========    ===========    ===========

Number of BACs outstanding                                  76,786         76,786         76,786
                                                       ===========    ===========    ===========

Loss from discontinued operations                      $     (2.59)   $     (4.47)   $     (2.40)
                                                       ===========    ===========    ===========
</TABLE>

Cash flows from Discontinued Operations:
<TABLE>
<CAPTION>
                                                                   Year Ended March 31,
                                                       -----------------------------------------
                                                           2007           2006           2005
                                                       -----------    -----------    -----------
<S>                                                    <C>            <C>            <C>
Net cash provided by operating activities              $   225,350    $    98,179    $   249,147

Net cash provided by (used in) investing activities    $     1,698    $    22,371    $   (32,705)

Net cash (used in) provided by financing activities    $  (280,683)   $    27,911    $  (188,932)
</TABLE>

                                       62
<PAGE>

Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

None

Item 9A.  Controls and Procedures

(a)  EVALUATION  OF  DISCLOSURE  CONTROLS AND  PROCEDURES.  The Chief  Executive
Officer and Chief Financial Officer of Related Independence Associates Inc., the
general  partner of the General Partner of the  Partnership,  have evaluated the
effectiveness of the Partnership's  disclosure  controls and procedures (as such
term is defined in Rules 13a-15(e) and 15d-15(e)  under the Securities  Exchange
Act of 1934, as amended  ("Exchange Act") as of the end of the period covered by
this report. Based on such evaluation,  such officers have concluded that, as of
the end of such period, the Partnership's disclosure controls and procedures are
effective.

(b) INTERNAL CONTROL OVER FINANCIAL  REPORTING.  There have not been any changes
in the Partnership's internal control over financial reporting during the fiscal
year to  which  this  report  relates  that  have  materially  affected,  or are
reasonably likely to materially affect, the Partnership's  internal control over
financial reporting.

Item 9B.  Other Information

None

                                       63
<PAGE>

                                    PART III


Item 10.  Directors, Executive Officers and Corporate Governance

The Partnership is a limited  partnership which was formed under the laws of the
State of Delaware on November 7, 1990. The general partner of the Partnership is
Related  Independence  Associates  L.P.,  a Delaware  limited  partnership  (the
"General  Partner").  The  general  partner  of the  General  Partner is Related
Independence  Associates Inc., a Delaware  corporation  ("RIAI). The Partnership
has no directors or executive  officers.  The Partnership's  affairs are managed
and  controlled  by the  General  Partner.  The  Partnership  has not  adopted a
separate code of ethics  because the  Partnership  has no directors or executive
officers.  The  ultimate  parent of the General  Partner is  Centerline  Holding
Company  ("Centerline")  (which had been known as CharterMac  until April 2007).
Centerline has adopted a code of ethics (see http://www.centerline.com).

On March 15, 2007,  Centerline  announced  the  retirement  of Alan P. Hirmes as
Chief Financial  Officer of Centerline.  Upon his  retirement,  he also resigned
from his  position as Director,  President,  Chief  Executive  Officer and Chief
Financial  Officer  of  RIAI.  Centerline  has  named  Robert  L.  Levy as Chief
Financial Officer and Andrew J. Weil as President and Chief Executive Officer to
replace Mr. Hirmes.

Certain  information  concerning the directors and executive officers of RIAI is
set forth below.

          Name                          Position
          -----------------             -------------------------------------

          Robert L. Levy                Chief Financial Officer

          Andrew J. Weil                President and Chief Executive Officer

          Marc D. Schnitzer             Senior Vice President

          Glenn F. Hopps                Treasurer


ROBERT L. LEVY, 41, is the Chief  Financial  Officer of Centerline.  Mr. Levy is
also the  Chief  Financial  Officer  of  American  Mortgage  Acceptance  Company
("AMAC"), a publicly traded real estate investment trust managed by an affiliate
of  Centerline.  Mr. Levy is responsible  for overseeing the Corporate  Finance,
Capital Markets,  Accounting,  Budgeting, Tax and Treasury departments. Mr. Levy
joined  Centerline's  predecessor in November of 2001 as the Director of Capital
Markets.  From 1998  through  2001,  Mr. Levy was a Vice  President  in the Real
Estate Equity Research and Investment Banking Departments at Robertson Stephens,
an  investment  banking  firm in San  Francisco.  Prior  to 1998,  Mr.  Levy was
employed by Prudential  Securities in the Real Estate Equity  Research Group and
at Prudential  Realty Group,  the real estate  investment  arm of the Prudential
Insurance Company.  He received his Masters in Business  Administration from the
Leonard N. Stern School of Business at New York  University  and his Bachelor of
Arts from Northwestern University.

ANDREW J. WEIL, 36, is an Executive Managing Director of Centerline,  and is the
Head of the Affordable Housing Group. Mr. Weil is responsible for overseeing the
day to day operations of the Affordable Housing Group, including the acquisition
of  properties  with  Low-Income  Housing Tax Credits  and the  origination  and
structuring of institutional funds. Prior to joining Centerline's predecessor in
January  1994,  Mr.  Weil was a Financial  Analyst  for the  Heights  Management
Company,  where he  specialized  in the  analysis of potential  investments  and
property management. Mr. Weil received a Bachelor of Science degree in Economics
with a  concentration  in Finance form the Wharton  School of the  University of
Pennsylvania.

MARC D. SCHNITZER,  46, is responsible both for financial  restructuring of real
estate  properties  and  directing   Centerline's   acquisitions  of  properties
generating  Housing Tax Credits.  Mr.  Schnitzer  received a Masters of Business
Administration  from The Wharton  School of the  University of  Pennsylvania  in
December 1987 before  joining  Centerline in January 1988.  From 1983 to January
1986, he was a financial  analyst for the First Boston  Corporation in New York.
Mr.  Schnitzer  graduated summa cum laude with a Bachelor of Science in Business
Administration  from the School of Management at Boston  University in May 1983.
In  March  2006,  Mr.  Schnitzer  was  appointed  Chief  Executive   Officer  of
Centerline. Mr. Schnitzer also serves on the Board of Trustees of Centerline and
AMAC.

GLENN F. HOPPS, 44, joined Centerline in December,  1990, and prior to that date
was  employed  by Mark Shron & Company  and  Weissbarth,  Altman and  Michaelson
certified public accountants. Mr. Hopps graduated from New York State University
at Albany with a Bachelor of Science Degree in Accounting.


Item 11. Executive Compensation

The  Partnership has no officers or directors.  The Partnership  does not pay or
accrue  any fees,  salaries  or other  forms of  compensation  to  directors  or
officers of the general partner of the General Partner for their services. Under
the terms of the Partnership  Agreement,  the General Partner and its affiliates
are entitled to receive  compensation  from the Partnership in  consideration of
certain services rendered to the Partnership by such parties.  In addition,  the
General  Partner  is  entitled  to 1% of all cash  distributions  and Tax Credit
allocations  and a  subordinated  15%  interest  in Net  Sales  or  Refinancings
Proceeds. See Note 8 in Item 8 above for a presentation of the types and amounts
of  compensation  paid to the  General  Partner  and its  affiliates,  which  is
incorporated herein by reference thereto.

Tabular information concerning salaries, bonuses and other types of compensation
payable to executive  officers has not been included in this annual  report.  As
noted  above,  the  Partnership  has  no  executive  officers.   The  levels  of
compensation  payable to the General Partner and/or its affiliates is limited by
the terms of the Partnership  Agreement and may not be increased  therefrom on a
discretionary basis.

                                       64
<PAGE>

Item 12.  Security  Ownership of Certain  Beneficial  Owners and  Management and
Related Stockholder Matters

                      Name and Address of    Amount and Nature of     Percentage
   Title of Class     Beneficial Ownership   Beneficial Ownership     of Class
-------------------   --------------------   -----------------------  ----------

                      Related Independence   $1,000 capital
General Partnership   Associates L.P.        Contribution - directly
interest in the       625 Madison Avenue     owned
Partnership           New York, NY 10022                                 100%


Independence  SLP L.P.,  a limited  partnership  whose  general  partner  is the
General Partner of the Partnership and which acts as the special limited partner
of  each  Local  Partnership,  holds  either  a 0.1% or 1%  limited  partnership
interest  in  each  Local  Partnership.  See  Note  8 in  Item  8  above,  which
information is incorporated herein by reference thereto.

Except as set forth in the table below, no person is known by the Partnership to
be the beneficial owner of more than 5% of the Limited Partnership Interests and
neither the General Partner nor any director or executive officer of the General
Partner owns any Limited Partnership  Interests.  The following table sets forth
the number of BACs  beneficially  owned,  as of May 18,  2006,  by (i) each BACs
holder known to the Partnership to be a beneficial  owner of more than 5% of the
BACs,  (ii) each  director and executive  officer of the general  partner of the
General  Partner and (iii) the directors  and executive  officers of the general
partner of the General Partner as a group.  Unless otherwise noted, all BACs are
owned directly with sole voting and dispositive powers.


                                  Amount and Nature of
   Name of Beneficial Owner (1)   Beneficial Ownership     Percent of Class
--------------------------------  --------------------  ------------------------

Lehigh Tax Credit Partners, Inc.  6,846.30(2)(3)                8.9%


J. Michael Fried                  6,846.30(2)(3)(4)             8.9%


Alan P. Hirmes                    6,846.30(2)(3)(4)             8.9%


Stuart J. Boesky                  6,846.30(2)(3)(4)             8.9%


Marc D. Schnitzer                 6,846.30(2)(3)(4)             8.9%


Denise L. Kiley                   6,846.30(2)(3)(4)             8.9%

Glenn F. Hopps                             -                     -

Robert L. Levy                             -                     -

Andrew J. Weil                             -                     -

All directors and executive
 officers of the general partner
 of the General Partner as a
 group (four persons)             6,846.30(2)(3)(4)             8.9%


(1) The address for each of the persons in the table is 625 Madison Avenue,  New
York, New York 10022.

(2) As set forth in  Schedule  13D filed by Lehigh  Tax Credit  Partners  L.L.C.
("Lehigh I") and Lehigh Tax Credit  Partners,  Inc., (the "Managing  Member") on
June 10, 1997 with the Securities and Exchange Commission (the "Commission") and
pursuant to a letter agreement dated May 28, 1997 among the Partnership,  Lehigh
I and the General Partner (the  "Standstill  Agreement"),  Lehigh I agreed that,
prior to May 28, 2007 (the  "Standstill  Expiration  Date"),  it will not and it
will cause certain  affiliates,  including Lehigh Tax Credit Partners II, L.L.C.
("Lehigh  II"),  not to (i)  acquire,  attempt to acquire or make a proposal  to
acquire, directly or indirectly,  more than 45% (including BACs acquired through
all other means) of the  outstanding  BACs,  (ii) seek to propose to enter into,
directly or indirectly, any merger, consolidation, business combination, sale or
acquisition of assets,  liquidation,  dissolution  or other similar  transaction
involving the Partnership,  (iii) make, or in any way  participate,  directly or
indirectly,  in any "solicitation" of "proxies" or "consents" (as such terms are
used in the proxy rules of the Commission) to vote any voting  securities of the
Partnership,  (iv) form, join or otherwise  participate in a "group" (within the
meaning of Section 13 (d)(3) of the  Securities  and  Exchange Act of 1934) with
respect to any voting  securities of the  Partnership,  except those  affiliates
bound by the  Standstill  Agreement  will not be deemed to have  violated it and
formed a "group" solely by acting in accordance  with the Standstill  Agreement,
(v) disclose in writing to any third party any  intention,  plan or  arrangement
inconsistent with the terms of the Standstill Agreement,  or (vi) loan money to,
advise,   assist  or  encourage  any  person  in  connection   with  any  action
inconsistent with the terms of the Standstill Agreement.  In addition,  Lehigh I
agreed  that  until  the  Standstill  Expiration  Date it will not sell any BACs
acquired  by it  unless  the  buyer  of such  BACs  agrees  to be  bound  by the
Standstill  Agreement;  provided,  however,  Lehigh I may make  transfers in the
secondary  market to any purchaser which  represents that following such sale it
will not own three percent (3%) or more of the BACs outstanding. By the terms of
the  Standstill  Agreement,  Lehigh I also  agreed  to vote its BACs in the same
manner as a majority of all voting BACs holders; provided,  however, Lehigh I is
entitled to vote its BACs as it  determines  with regard to any  proposal (i) to
remove the  General  Partner as a general  partner  of the  Partnership  or (ii)
concerning the reduction of any fees, profits,  distributions or allocations for
the benefit of the General Partner or its affiliates. The address of each of the
Partnership,  Lehigh I and the General Partner is 625 Madison Avenue,  New York,
New York 10022.

                                       65
<PAGE>

(3) All of such BACs represent BACs owned directly by Lehigh I and Lehigh II for
which the Managing Member serves as managing member.  As of May 25, 2007, Lehigh
I held 3,410.65 BACs and Lehigh II held 2,239.60 BACs.

(4) Mr. Schnitzer serves as an executive officer of the Managing Member and owns
an equity interest therein; all other parties only own an economic interest.

Item 13.  Certain Relationships and Related Transactions; Director Independence

The  Partnership  has and will continue to have certain  relationships  with the
General Partner and its  affiliates,  as discussed in Item 11 and also Note 8 in
Item 8 above, which are incorporated  herein by reference.  However,  there have
been no direct financial  transactions between the Partnership and the directors
and officers of the general partner of the General Partner.

Item 14.  Principal Accountant Fees and Services

Audit Fees
----------
The  aggregate  fees billed by Trien  Rosenberg  Rosenberg  Weinberg  Ciullo and
Fazzari LLP and its affiliates for professional  services rendered for the audit
of the Partnership's  annual financial  statements for the years ended March 31,
2007 and 2006 and for the reviews of the  financial  statements  included in the
Partnership's  quarterly  reports on Form 10-Q for those years were  $86,900 and
$54,900, respectively.

Audit - Related Fees
--------------------
None

Tax Fees
--------
The  aggregate  fees billed by Weiser LLP and its  affiliates  for  professional
services  rendered for the preparation of the  Partnership's  annual tax returns
were $11,000 for both the years ended December 31, 2006 and 2005.

All Other Fees
--------------
None.

The Partnership is not required to have, and does not have, a stand-alone  audit
committee.

                                       66
<PAGE>

                                     PART IV

Item 15. Exhibits and Financial Statement Schedules
                                                                      Sequential
                                                                         Page
                                                                      ----------

(a) 1.   Financial Statements
         --------------------

         Report of Independent Registered Public Accounting Firm          13

         Consolidated Balance Sheets at March 31, 2007 and 2006           46

         Consolidated Statements of Operations for the Years Ended
         March 31, 2007, 2006 and 2005                                    47

         Consolidated Statements of Changes in Partners'  Capital
         (Deficit) for the Years Ended March 31, 2007, 2006 and 2005      48

         Consolidated Statements of Cash Flows for the Years Ended
         March 31, 2007, 2006 and 2005                                    49

         Notes to Consolidated Financial Statements                       50

(a) 2.   Consolidated Financial Statement Schedules
         ------------------------------------------

         Report of Independent Registered Public Accounting Firm          74

         Schedule I- Condensed Financial Information of Registrant        75

         Schedule III - Real Estate and Accumulated Depreciation          78

(a)3.    Exhibits
         --------

(3A)     Form of Amended and Restated Agreement of Limited Partnership
         of Independence Tax Credit Plus L.P., attached to the
         Prospectus  as Exhibit A*

(3B)     Amended and Restated Certificate ofLimited Partnership of
         Independence Tax Credit Plus L.P.*

(10A)    Form of Subscription Agreement attached to the Prospectus
         as Exhibit B*

(10B)    Form of Purchase and Sales Agreement pertaining to the
         Partnership's acquisition of Local Partnership Interests*

(10C)    Form of Amended and Restated Agreementof Limited Partnership
         of Local Partnerships*

(21)     Subsidiaries of the Registrant                                   68

         *  Incorporated  herein as an exhibit by reference to
            exhibits filed with Pre-Effective Amendment No. 1 to
            the Independence Tax Credit Plus L.P. Registration
            Statement on Form S-11 (Registration No. 33-37704)

(31.1)   Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a)       71

(31.2)   Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a)       72

(32.1)   Certification Pursuant to Rule 13a-14(b) or Rule 15d-14(b)
         and Section 1350 of Title 18 of the United States Code
         (18 U.S.C. 1350)                                                 73

                                       67
<PAGE>

Item 15. Exhibits and Financial Statement Schedules (continued)
                                                                    Jurisdiction
                                                                         of
         Subsidiaries of the Registrant (Exhibit 21)                Organization
         ------------------------------                             ------------

         Harbor Court Limited Partnership                                 NY
         Old Public Limited Partnership                                   TN
         Lancaster Terrace Limited Partnership                            OR
         655 North Street Limited Partnership                             LA
         Landreth Venture                                                 PA
         Homestead Apartments Associates Ltd.                             FL
         Bethel Villa Associates, L.P.                                    DE
         West Diamond Street Associates                                   PA
         Susquehanna Partners                                             PA
         Boston Bay Limited Partnership                                   MA
         Morrant Bay Limited Partnership                                  MA
         Hope Bay Limited Partnership                                     MA
         Lares Apartments Limited Partnership                             PR
         Lajas Apartments Limited Partnership                             PR
         Arlington-Rodeo Properties                                       CA
         Conifer Bateman Associates                                       NY
         Hampden Hall Associates, L.P.                                    MO
         Chester Renaissance Associates                                   PA
         Homestead Apartments II, LTD.                                    FL
         P.S. 157 Associates, L.P.                                        NY
         Cloisters Limited Partnership II                                 PA
         Creative Choice Homes II, LTD.                                   FL
         Milford Crossing Associates L.P.                                 DE
         BX-7F Associates, L.P.                                           NY
         Los Angeles Limited Partnership                                  PR
         Christine Apartments, L.P.                                       NY
         Plainsboro Housing Partners, L.P.                                NJ
         Rolling Green Associates, L.P.                                   NY


                                       68
<PAGE>

                                   SIGNATURES
                                   ----------



Pursuant to the  requirements of Section 13 or 15(d) 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.



                        INDEPENDENCE TAX CREDIT PLUS L.P.
                        ---------------------------------
                                  (Registrant)



                             By: RELATED INDEPENDENCE ASSOCIATES L.P.,
                                 its General Partner

                                 By: RELATED INDEPENDENCE ASSOCIATES INC.,
                                     a General Partner



Date:  June 28, 2007                 By:  /s/ Robert L. Levy
       -------------                      ------------------
                                          Robert L. Levy
                                          Chief Financial Officer



Date:  June 28, 2007                 By:  /s/ Andrew J. Weil
       -------------                      ------------------
                                          Andrew J. Weil
                                          President and Chief Executive Officer


                                       69
<PAGE>

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


      Signature                         Title                         Date
------------------      ------------------------------------     ---------------


/s/ Robert L. Levy
------------------      Chief Financial Officer of Related        June 28, 2007
Robert L. Levy          Independence Associates Inc.              -------------



/s/ Andrew J. Weil      President (Chief Executive Officer)
------------------      of Related Independence                   June 28, 2007
Andrew J. Weil          Associates Inc.                           -------------




/s/ Glenn F. Hopps      Treasurer (Chief Accounting Officer)
------------------      of Related Independence                   June 28, 2007
Glenn F. Hopps          Associates Inc.                           -------------

                                       70
<PAGE>

                                                                    Exhibit 31.1


                         CERTIFICATION PURSUANT TO RULE
                           13a-14(a) OR RULE 15d-14(a)


I, Robert L. Levy, certify that:

     1.  I have  reviewed  this annual report on Form 10-K for the period ending
         March 31, 2007 of Independent Tax Credit Plus L.P.;

     2.  Based  on my  knowledge,  this  report  does  not  contain  any  untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this report;

     3.  Based on my knowledge,  the financial  statements,  and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition,  results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

     4.  The  registrant's  other  certifying  officer and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules  13a-15(e)  and  15d-15(e))  and internal
         control  over  financial  reporting  (as defined in Exchange  Act Rules
         13a-15(f) and 15d-15(f)) for the registrant and have:

         a) designed such  disclosure  controls and  procedures,  or caused such
         disclosure   controls  and   procedures   to  be  designed   under  our
         supervision,  to  ensure  that  material  information  relating  to the
         registrant including its consolidated subsidiaries, is made known to us
         by others  within  those  entities,  particularly  during the period in
         which this report is being prepared;

         b) designed such internal control over financial  reporting,  or caused
         such internal control over financial reporting to be designed under our
         supervision,  to provide reasonable assurance regarding the reliability
         of financial reporting and the preparation of financial  statements for
         external  purposes in accordance  with  generally  accepted  accounting
         principles;

         c) evaluated the effectiveness of the registrant's  disclosure controls
         and procedures and presented in this report our  conclusions  about the
         effectiveness of the disclosure controls and procedures,  as of the end
         of the period covered by this report based on such evaluation; and

         d)  disclosed  in this report any change in the  registrant's  internal
         control over financial  reporting that occurred during the registrant's
         fourth fiscal  quarter that has materially  affected,  or is reasonably
         likely to materially  affect,  the  registrant's  internal control over
         financial reporting; and

     5.  The registrant's other certifying  officer and I have disclosed,  based
         on our most  recent  evaluation  of  internal  control  over  financial
         reporting,  to the registrant's  auditors and to the audit committee of
         the  registrant's   board  of  directors  (or  persons  performing  the
         equivalent functions):

         a) all significant  deficiencies and material  weaknesses in the design
         or operation of internal  control over  financial  reporting  which are
         reasonably  likely to  adversely  affect  the  registrant's  ability to
         record, process, summarize and report financial information; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal control over financial reporting.



         Date: June 28, 2007                        By:  /s/ Robert L. Levy
               -------------                             ------------------
                                                         Robert L. Levy
                                                         Chief Financial Officer

                                       71
<PAGE>

                                                                    Exhibit 31.2


                         CERTIFICATION PURSUANT TO RULE
                           13a-14(a) OR RULE 15d-14(a)


I, Andrew J. Weil, certify that:

     1.  I have  reviewed  this annual report on Form 10-K for the period ending
         March 31, 2007 of Independent Tax Credit Plus L.P.;

     2.  Based  on my  knowledge,  this  report  does  not  contain  any  untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this report;

     3.  Based on my knowledge,  the financial  statements,  and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition,  results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

     4.  The  registrant's  other  certifying  officer and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules  13a-15(e)  and  15d-15(e))  and internal
         control  over  financial  reporting  (as defined in Exchange  Act Rules
         13a-15(f) and 15d-15(f)) for the registrant and have:

         a) designed such  disclosure  controls and  procedures,  or caused such
         disclosure   controls  and   procedures   to  be  designed   under  our
         supervision,  to  ensure  that  material  information  relating  to the
         registrant including its consolidated subsidiaries, is made known to us
         by others  within  those  entities,  particularly  during the period in
         which this report is being prepared;

         b) designed such internal control over financial  reporting,  or caused
         such internal control over financial reporting to be designed under our
         supervision,  to provide reasonable assurance regarding the reliability
         of financial reporting and the preparation of financial  statements for
         external  purposes in accordance  with  generally  accepted  accounting
         principles;

         c) evaluated the effectiveness of the registrant's  disclosure controls
         and procedures and presented in this report our  conclusions  about the
         effectiveness of the disclosure controls and procedures,  as of the end
         of the period covered by this report based on such evaluation; and

         d)  disclosed  in this report any change in the  registrant's  internal
         control over financial  reporting that occurred during the registrant's
         fourth fiscal  quarter that has materially  affected,  or is reasonably
         likely to materially  affect,  the  registrant's  internal control over
         financial reporting; and

     5.  The registrant's other certifying  officer and I have disclosed,  based
         on our most  recent  evaluation  of  internal  control  over  financial
         reporting,  to the registrant's  auditors and to the audit committee of
         the  registrant's   board  of  directors  (or  persons  performing  the
         equivalent functions):

         a) all significant  deficiencies and material  weaknesses in the design
         or operation of internal  control over  financial  reporting  which are
         reasonably  likely to  adversely  affect  the  registrant's  ability to
         record, process, summarize and report financial information; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal control over financial reporting.



         Date: June 28, 2007                        By:  /s/ Andrew J. Weil
               -------------                             ------------------
                                                         Andrew J. Weil
                                                         Chief Executive Officer


                                       72
<PAGE>

                                                                    Exhibit 32.1


                             CERTIFICATION PURSUANT
                       TO RULE 13a-14(b) OR RULE 15d-14(b)
                          AND SECTION 1350 OF TITLE 18
                   OF THE UNITED STATES CODE (18 U.S.C. 1350)


In  connection  with the Annual Report of  Independence  Tax Credit Plus L.P. on
Form 10-K for the period ended March 31, 2007 as filed with the  Securities  and
Exchange  Commission  ("SEC") on the date  hereof (the  "Report"),  I, Robert L.
Levy,  and I, Andrew J. Weil,  certify,  pursuant to 18 U.S.C.  Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


       (1) The Report fully complies with the  requirements  of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and


       (2) The  information  contained  in the Report  fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
registrant.

A signed  original of this  written  statement  required by Section 906 has been
provided to the  registrant and will be retained by the registrant and furnished
to the SEC or its staff upon request.



By:  /s/ Robert L. Levy                            By:   /s/ Andrew J. Weil
    ------------------                                   ------------------
     Robert L. Levy                                      Andrew J. Weil
     Chief Financial Officer                             Chief Executive Officer
     June 28, 2007                                       June 28, 2007


                                       73
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


To the Partners of
Independence Tax Credit Plus L.P. and Subsidiaries
(A Delaware Limited Partnership)

In  connection  with our  audits of the  consolidated  financial  statements  of
Independence   Tax  Credit  Plus  L.P.  and  Subsidiaries  (A  Delaware  Limited
Partnership)  included in this Form 10-K as presented in our opinion  dated June
27,  2007 on page 13, and based on the reports of other  auditors,  we have also
audited  supporting  Schedule  I for the 2006,  2005 and 2004  Fiscal  Years and
Schedule  III at March 31, 2007.  In our opinion,  and based upon the reports of
the other auditors,  these consolidated  schedules present fairly,  when read in
conjunction with the related consolidated  financial  statements,  the financial
data required to be set forth therein.

As discussed in Note 13(a), the consolidated  financial  statements  include the
financial   statements  of  one  subsidiary   partnership   with  a  significant
uncertainty.  The  financial  statements  of this  subsidiary  partnership  were
prepared  assuming that it will  continue as a going  concern.  This  subsidiary
partnership's  net (losses) income aggregated  ($1,614,018)  (2006 Fiscal Year),
$3,061 (2005 Fiscal Year),  and  ($465,874)  (2004 Fiscal Year),  and its assets
aggregated $18,503,265 and $16,532,644 at March 31, 2007 and 2006, respectively.
Management's  plan in regard to this matter is also described in Note 13(a). The
accompanying  consolidated  financial  statements do not include any adjustments
that might result from the outcome of this uncertainty.


TRIEN ROSENBERG ROSENBERG
WEINBERG CIULLO & FAZZARI LLP


New York, New York
June 27, 2007

                                       74
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                   SCHEDULE I
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT
              (NOT INCLUDING CONSOLIDATED SUBSIDIARY PARTNERSHIPS)


                            CONDENSED BALANCE SHEETS


                                     ASSETS
<TABLE>
<CAPTION>
                                                                   2007          2006
                                                               -----------   -----------
<S>                                                            <C>           <C>
Cash and cash equivalents                                      $    31,266   $    88,808
Advances and investment in subsidiary partnerships              19,668,019    21,848,931
Cash held in escrow                                                  8,607        17,941
Other assets                                                     2,112,848       116,299
                                                               -----------   -----------

Total assets                                                   $21,820,740   $22,071,979
                                                               ===========   ===========


                        LIABILITIES AND PARTNERS' CAPITAL


Other liabilities                                              $ 2,001,244   $    14,867
Due to general partners and affiliates                          16,190,153    14,044,479
                                                               -----------   -----------

Total liabilities                                               18,191,397    14,059,346
                                                               -----------   -----------

Partners' capital*                                               3,629,343     8,012,633
                                                               -----------   -----------

Total liabilities and partners' capital                        $21,820,740   $22,071,979
                                                               ===========   ===========
</TABLE>


Investments  in  subsidiary  partnerships  are recorded in  accordance  with the
equity method of accounting, wherein the investments are not reduced below zero.
Accordingly,  partners'  capital on the  consolidated  balance sheet will differ
from partners' capital shown above.

*Condensed  partners'  capital  includes  $472,251 and $516,745 of related party
income at March 31, 2007 and 2006, respectively.

                                       75
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                   SCHEDULE I
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT
              (NOT INCLUDING CONSOLIDATED SUBSIDIARY PARTNERSHIPS)


                       CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                        Years Ended March 31,
                                                              -----------------------------------------
                                                                  2007           2006           2005
                                                              -----------    -----------    -----------
<S>                                                           <C>            <C>            <C>
Revenues                                                      $    10,426    $     6,928    $     5,690
                                                              -----------    -----------    -----------

Expenses

Administrative and management                                     178,403        129,867        105,867
Administrative and management-related parties                   1,070,309      1,153,640      1,077,664
                                                              -----------    -----------    -----------

Total expenses                                                  1,248,712      1,283,507      1,183,531
                                                              -----------    -----------    -----------

Loss from operations                                           (1,238,286)    (1,276,579)    (1,177,841)

Distribution income of subsidiary partnerships in excess of
investments                                                        16,486              0              0

Equity in loss of subsidiary partnerships                      (3,161,490)    (2,092,313)    (3,295,109)
                                                              -----------    -----------    -----------

Net loss                                                      $(4,383,290)   $(3,368,892)   $(4,472,950)
                                                              ===========    ===========    ===========
</TABLE>

                                       76
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                   SCHEDULE I
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT
              (NOT INCLUDING CONSOLIDATED SUBSIDIARY PARTNERSHIPS)


                       CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                        Years Ended March 31,
                                                              -----------------------------------------
                                                                  2007           2006           2005
                                                              -----------    -----------    -----------
<S>                                                           <C>            <C>            <C>
Cash flows from operating activities:

Net loss                                                      $(4,383,290)   $(3,368,892)   $(4,472,950)
                                                              -----------    -----------    -----------

Adjustments to reconcile net loss to net cash provided by
 operating activities:

Distribution income of subsidiary partnerships in excess of
 investments                                                      (16,486)             0              0
Equity in loss of subsidiary partnerships                       3,161,490      2,092,313      3,295,109
Increase in other assets                                       (1,982,727)             0              0
Increase (decrease) in other liabilities                        1,986,377          1,972        (11,492)
Increase in due to general partner and affiliates               2,145,674      1,888,697      2,559,429
                                                              -----------    -----------    -----------

Total adjustments                                               5,294,328      3,982,982      5,843,046
                                                              -----------    -----------    -----------

Net cash provided by operating activities                         911,038        614,090      1,370,096
                                                              -----------    -----------    -----------

Cash flows from investing activities:

Decrease in cash held in escrow-purchase price
 payments                                                           9,334              0         10,059
Investment in subsidiary partnerships                              (9,334)             0        (10,059)
Distributions from subsidiary partnerships                         81,847        102,265        119,319
Advances to subsidiary partnerships                            (1,050,427)      (688,640)    (1,460,859)
                                                              -----------    -----------    -----------
Net cash used in investing activities                            (968,580)      (586,375)    (1,341,540)
                                                              -----------    -----------    -----------

Net (decrease) increase in cash and cash equivalents              (57,542)        27,715         28,556

Cash and cash equivalents, beginning of year                       88,808         61,093         32,537
                                                              -----------    -----------    -----------

Cash and cash equivalents, end of year                        $    31,266    $    88,808    $    61,093
                                                              ===========    ===========    ===========
</TABLE>

                                       77
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                   Partnership Property Pledged as Collateral
                                 MARCH 31, 2007
<TABLE>
<CAPTION>
                                                             Initial Cost to Partnership
                                                            -----------------------------
                                                                                             Cost Capitalized
                                                                                               Subsequent to
                                                                            Buildings and       Acquisition:
             Description                    Encumbrances        Land        Improvements       Improvements
----------------------------------------    ------------    ------------    -------------    ----------------
<S>                                         <C>             <C>             <C>              <C>
Apartment Complexes

Harbor Court Limited Partnership
  Staten Island, NY                         $          0    $    137,450    $   1,007,966    $         69,289
Old Public Limited Partnership
  Lawrenceburg, TN                               398,048          10,000        1,713,310              81,678
Lancaster Terrace Limited Partnership
  Salem, OR                                    1,380,920         161,269        3,679,601              95,741
655 North Street Limited Partnership
  Baton Rouge, LA                              4,893,776         125,500        3,040,980           6,236,976
Landreth Venture
  Philadelphia, PA                             3,187,080           1,761        5,903,337             128,668
Homestead Apartments Associates Ltd. (b)
  Homestead, FL                                3,311,363         329,402                0           5,943,165
Bethel Villa Associates, L.P.
  Wilmington, DE                               3,260,659         270,000        5,969,354           3,173,906
West Diamond Street Associates
  Philadelphia, PA                             1,576,000          30,829        3,444,649            (948,348)
Susquehanna Partners
  Philadelphia, PA                             1,674,879          16,000                0           4,007,315
Boston Bay Limited Partnership
  Boston, MA                                   2,189,885         440,000        4,143,758             891,334
Morrant Bay Limited Partnership
  Boston, MA                                   3,209,760         650,000        5,522,250           1,485,897
Hope Bay Limited Partnership
  Boston, MA                                   1,159,592         225,000        1,435,185             701,062
Lares Apartments Limited Partnership
  Lares, PR                                    4,368,439         137,000                0           5,270,882
Lajas Apartments Limited Partnership
  Lajas, PR                                    4,032,581         110,090        4,952,929             281,522
Arlington-Rodeo Properties
  Los Angeles, CA                              3,543,123         624,052                0           5,090,262
Conifer Bateman Associates
  Lowville, NY                                   912,477          15,000        2,525,729              92,118
Hampden Hall Associates, L.P.
  St.  Louis, MO                               2,061,176               0                0           7,559,181
Chester Renaissance Associates
  Chester, PA                                    853,000          33,667          168,333           1,782,784
Homestead Apartments II, LTD.
  Homestead, FL                                3,248,464         338,966                0           5,287,011
P.S. 157 Associates, L.P. (a)(b)
  New York, NY                                 6,364,598          36,500        9,350,642             205,994

<CAPTION>

                                                            Buildings and                    Accumulated
             Description                        Land        Improvements        Total        Depreciation
----------------------------------------    ------------    -------------    ------------    ------------
<S>                                         <C>             <C>              <C>             <C>
Apartment Complexes

Harbor Court Limited Partnership
  Staten Island, NY                         $    140,813    $   1,073,892    $  1,214,705    $    450,586
Old Public Limited Partnership
  Lawrenceburg, TN                                13,640        1,791,348       1,804,988         952,541
Lancaster Terrace Limited Partnership
  Salem, OR                                      163,105        3,773,506       3,936,611       2,214,776
655 North Street Limited Partnership
  Baton Rouge, LA                                127,751        9,275,705       9,403,456       4,598,946
Landreth Venture
  Philadelphia, PA                                 3,645        6,030,121       6,033,766       2,243,499
Homestead Apartments Associates Ltd. (b)
  Homestead, FL                                  340,868        5,931,699       6,272,567       2,140,541
Bethel Villa Associates, L.P.
  Wilmington, DE                                 275,100        9,138,160       9,413,260       3,842,632
West Diamond Street Associates
  Philadelphia, PA                                32,414        2,494,716       2,527,130       1,667,484
Susquehanna Partners
  Philadelphia, PA                                17,585        4,005,730       4,023,315       1,441,040
Boston Bay Limited Partnership
  Boston, MA                                     441,585        5,033,507       5,475,092       2,744,509
Morrant Bay Limited Partnership
  Boston, MA                                     651,585        7,006,562       7,658,147       3,661,497
Hope Bay Limited Partnership
  Boston, MA                                     226,585        2,134,662       2,361,247       1,133,339
Lares Apartments Limited Partnership
  Lares, PR                                      151,585        5,256,297       5,407,882       1,831,597
Lajas Apartments Limited Partnership
  Lajas, PR                                      111,675        5,232,866       5,344,541       1,966,947
Arlington-Rodeo Properties
  Los Angeles, CA                                625,637        5,088,677       5,714,314       2,022,844
Conifer Bateman Associates
  Lowville, NY                                    16,585        2,616,262       2,632,847       1,418,273
Hampden Hall Associates, L.P.
  St.  Louis, MO                                   1,585        7,557,596       7,559,181       3,598,747
Chester Renaissance Associates
  Chester, PA                                     42,153        1,942,631       1,984,784         691,079
Homestead Apartments II, LTD.
  Homestead, FL                                  340,551        5,285,426       5,625,977       1,831,666
P.S. 157 Associates, L.P. (a)(b)
  New York, NY                                    36,500        9,556,636       9,593,136       3,350,523

<CAPTION>

                                                                             Life on which
                                                                             Depreciation in
                                              Year of                        Latest Income
                                            Construction/       Date          Statement is
             Description                     Renovation       Acquired          Computed*
----------------------------------------    ------------    ------------    ----------------
<S>                                                 <C>        <C>             <C>
Apartment Complexes

Harbor Court Limited Partnership
  Staten Island, NY                                 1991       Dec. 1991          27.5 years
Old Public Limited Partnership
  Lawrenceburg, TN                                  1991       Dec. 1991          27.5 years
Lancaster Terrace Limited Partnership
  Salem, OR                                         1992       Feb. 1992       15-27.5 years
655 North Street Limited Partnership
  Baton Rouge, LA                                   1992       Mar. 1992          27.5 years
Landreth Venture
  Philadelphia, PA                                  1992       Mar. 1992            40 years
Homestead Apartments Associates Ltd. (b)
  Homestead, FL                                     1992       Mar. 1992            40 years
Bethel Villa Associates, L.P.
  Wilmington, DE                                    1992       Apr. 1992          27.5 years
West Diamond Street Associates
  Philadelphia, PA                                  1992        May 1992            40 years
Susquehanna Partners
  Philadelphia, PA                                  1992        May 1992         20-40 years
Boston Bay Limited Partnership
  Boston, MA                                        1991       Aug. 1992          27.5 years
Morrant Bay Limited Partnership
  Boston, MA                                        1991       Aug. 1992          27.5 years
Hope Bay Limited Partnership
  Boston, MA                                        1991       Aug. 1992          27.5 years
Lares Apartments Limited Partnership
  Lares, PR                                         1992       Aug. 1992            40 years
Lajas Apartments Limited Partnership
  Lajas, PR                                         1992       Aug. 1992            40 years
Arlington-Rodeo Properties
  Los Angeles, CA                                   1992       Aug. 1992          27.5 years
Conifer Bateman Associates
  Lowville, NY                                      1990       Aug. 1992       15-27.5 years
Hampden Hall Associates, L.P.
  St.  Louis, MO                                    1992       Sep. 1992          27.5 years
Chester Renaissance Associates
  Chester, PA                                       1992       Sep. 1992            40 years
Homestead Apartments II, LTD.
  Homestead, FL                                     1992       Oct. 1992            40 years
P.S. 157 Associates, L.P. (a)(b)
  New York, NY                                      1992       Nov. 1992            40 years
</TABLE>

                                       78
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                   Partnership Property Pledged as Collateral
                                 MARCH 31, 2007
                                  (continued)
<TABLE>
<CAPTION>
                                                             Initial Cost to Partnership
                                                            -----------------------------
                                                                                             Cost Capitalized
                                                                                               Subsequent to
                                                                            Buildings and       Acquisition:
             Description                    Encumbrances        Land        Improvements       Improvements
----------------------------------------    ------------    ------------    -------------    ----------------
<S>                                         <C>             <C>             <C>              <C>
Cloisters Limited Partnership II
  Philadelphia, PA                                     0          35,160                0           9,581,598
Creative Choice Homes II, LTD.
  Opa-Locka, FL                                7,175,382               0                0          21,663,231
Milford Crossing Associates L.P. (**)
  Milford, DE                                  2,366,974         203,006                0           4,389,033
BX-7F Associates, L.P.
  Bronx, NY                                    2,488,228               4        5,705,064             117,207
Los Angeles Limited Partnership
  Rio Piedras, PR                              3,914,747         201,210                0           6,706,783
Christine Apartments, L.P.
  Buffalo, NY                                  1,245,000          10,000        2,351,072             289,971
Plainsboro Housing Partners, L.P.
  Plainsboro, NJ                               4,229,245         800,000                0           8,949,460
Rolling Green Associates, L.P.
  Syracuse, NY                                11,906,566         180,000       19,583,101           2,353,242
Less:  Discontinued operations                (9,675,961)       (365,902)      (9,350,642)         (6,149,159)
                                            ------------    ------------    -------------    ----------------

                                            $ 75,276,001    $  4,755,964    $  71,146,618    $     95,337,803
                                            ============    ============    =============    ================
<CAPTION>


                                                            Buildings and                    Accumulated
             Description                        Land        Improvements        Total        Depreciation
----------------------------------------    ------------    -------------    ------------    ------------
<S>                                         <C>             <C>              <C>             <C>
Cloisters Limited Partnership II
  Philadelphia, PA                                36,745        9,580,013       9,616,758       3,314,952
Creative Choice Homes II, LTD.
  Opa-Locka, FL                                  574,637       21,088,594      21,663,231       7,181,658
Milford Crossing Associates L.P. (**)
  Milford, DE                                    115,519        4,476,520       4,592,039       2,317,355
BX-7F Associates, L.P.
  Bronx, NY                                        2,178        5,820,097       5,822,275       2,056,402
Los Angeles Limited Partnership
  Rio Piedras, PR                                203,384        6,704,609       6,907,993       2,228,997
Christine Apartments, L.P.
  Buffalo, NY                                     13,173        2,637,870       2,651,043       1,298,991
Plainsboro Housing Partners, L.P.
  Plainsboro, NJ                                 802,174        8,947,286       9,749,460       3,563,809
Rolling Green Associates, L.P.
  Syracuse, NY                                   182,174       21,934,169      22,116,343      10,704,283
Less:  Discontinued operations                  (377,368)     (15,488,335)    (15,865,703)     (5,491,064)
                                            ------------    -------------    ------------    ------------

                                            $  5,313,563    $ 165,926,822    $171,240,385    $ 70,978,449
                                            ============    =============    ============    ============
<CAPTION>

                                                                             Life on which
                                                                             Depreciation in
                                              Year of                        Latest Income
                                            Construction/       Date          Statement is
             Description                     Renovation       Acquired          Computed*
----------------------------------------    ------------    ------------    ----------------
<S>                                                 <C>        <C>             <C>
Cloisters Limited Partnership II
  Philadelphia, PA                                  1992       Nov. 1992            40 years
Creative Choice Homes II, LTD.
  Opa-Locka, FL                                     1988       Dec. 1992            40 years
Milford Crossing Associates L.P. (**)
  Milford, DE                                       1992       Dec. 1992          27.5 years
BX-7F Associates, L.P.
  Bronx, NY                                         1993       Jan. 1993            40 years
Los Angeles Limited Partnership
  Rio Piedras, PR                                   1994        Apr.1993            40 years
Christine Apartments, L.P.
  Buffalo, NY                                       1993       June 1993          27.5 years
Plainsboro Housing Partners, L.P.
  Plainsboro, NJ                                    1994       July 1993          27.5 years
Rolling Green Associates, L.P.
  Syracuse, NY                                      1992       Oct. 1993          27.5 years
</TABLE>


*    Personal  property is  depreciated  over the estimated  useful life ranging
     from 3 to 10 years.
**   During the year ended December 31, 1997, the  Partnership  sold a parcel of
     land  for  $210,000  to an  entity  with a member  who is also the  general
     partner of the Partnership.
(a)  The Partnership's Local Partnership  interest in this Local Partnership was
     sold during the fiscal year ended  March 31,  2007.  See Note 10 in Item 8,
     Financial Statements and Supplementary Data.
(b)  This  property is included in  discontinued  operations  for the year ended
     March  31,  2007.  See  Note  14  in  Item  8,  Financial   Statements  and
     Supplementary Data.

                                       79
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                   Partnership Property Pledged as Collateral
                                 MARCH 31, 2007
                                   (continued)
<TABLE>
<CAPTION>
                                          Cost of Property and Equipment                    Accumulated Depreciation
                                  ---------------------------------------------   ---------------------------------------------
                                                                      Years Ended March 31,
                                  ---------------------------------------------------------------------------------------------
                                       2007            2006            2005            2007            2006            2005
                                  -------------   -------------   -------------   -------------   -------------   -------------
<S>                               <C>             <C>             <C>             <C>             <C>             <C>
Balance at beginning of period    $ 186,636,537   $ 185,665,410   $ 183,934,736   $  71,043,930   $  65,579,865   $  60,170,732

Additions during period:
Improvements                          1,717,395         974,534       1,840,217
Depreciation expense                                                                  5,495,470       5,467,472       5,454,743
Deductions during period:

Discontinued operations,
  dispositions, and impairments     (17,113,547)         (3,407)       (109,543)     (5,560,951)         (3,407)        (45,610)
                                  -------------   -------------   -------------   -------------   -------------   -------------

Balance at close of period        $ 171,240,385   $ 186,636,537   $ 185,665,410   $  70,978,449   $  71,043,930   $  65,579,865
                                  =============   =============   =============   =============   =============   =============
</TABLE>

At the time the Local Partnerships were acquired by Independence Tax Credit Plus
L.P., the entire  purchase price paid by  Independence  Tax Credit Plus L.P. was
pushed  down  to the  local  partnerships  as  property  and  equipment  with an
offsetting credit to capital.  Since the projects were in the construction phase
at the time of acquisition,  the capital accounts were insignificant at the time
of purchase.  Therefore,  there are no material differences between the original
cost material differences between the original cost basis for tax and GAAP.

                                       80