UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-K
 (Mark
One)
 xANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)
 OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the
fiscal year ended March 30,
2009
 
 OR
 
  ̈TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)
 OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the
transition period from ______ to ____________
  0-17619
 (Commission
File Number)
 
 American Tax Credit
Properties L.P.
 (Exact
Name of Registrant as Specified in its Governing Instruments)
 
 Delaware
                      
                      13-3458875(State
      or Other Jurisdiction of Organization)
                      
                      (I.R.S.
      Employer Identification No.)Richman Tax Credit Properties
      L.P.
                        340 Pemberwick Road
                        Greenwich, Connecticut
                      
                      06831(Address
      of Principal Executive Offices)
                      
                      (Zip
      Code)Registrant's
      Telephone Number, Including Area Code:
                      
                      (203) 869-0900Securities
      Registered Pursuant to Section 12(b) of the Act:None
                      
                      None(Title
      of Each Class)
                      
                      (Name
      of Each Exchange on Which Registered)Securities
      Registered Pursuant to Section 12(g) of the Act:Units of Limited Partnership
      Interest(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 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 requirement for
the past 90 days.  Yes   x  No   ̈
 
 Indicate
by check mark whether the Registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
Registrant was required to submit and post such
files).  Yes   ̈   No
 ̈
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant's knowledge, in a 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, a non-accelerated filer or a smaller reporting
company.  See the definitions of “accelerated filer,” large
accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange
Act.
 
 Large
Accelerated Filer   ̈  Accelerated
Filer   ̈  Non-Accelerated
Filer   ̈  Smaller
Reporting Company  x
 
 Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes  ̈  No
x
 
 Registrant
has no voting common equity.  There is no established public trading
market for Registrant’s Units.  Accordingly, accurate information as
to the market value of a Unit at any given date is not available.
 
 Documents
incorporated by reference:
 Pages 16
through 19, 21 through 35, 51 through 75 and 89 through 91of the Registrant’s
prospectus dated May 6, 1988, as supplemented by Supplement No. 1 and Supplement
No. 2 dated August 11, 1988 and September 20, 1988, respectively, filed pursuant
to Rule 424(b)(3) under the Securities Act of 1933, and filed as Exhibits
hereto, are incorporated by reference into Part I of this Annual
Report.
  
  PART
I
 
 Item
1.  Business.
 
 General Development of
Business and Narrative Description of Business
 
 American
Tax Credit Properties L.P. (the "Registrant"), a Delaware limited partnership,
was formed on February 12, 1988 to invest primarily in leveraged low-income
multifamily residential complexes (the "Property" or "Properties") that
qualified for the low-income tax credit in accordance with Section 42 of the
Internal Revenue Code (the "Low-income Tax Credit"), through the acquisition of
limited partner equity interests (the “Local Partnership Interests”) in
partnerships (the "Local Partnership" or "Local Partnerships") that are the
owners of the Properties.  The Local Partnerships hold their
respective Properties in fee.  Registrant invested in nineteen such
Properties, including one Property that also qualified for the historic
rehabilitation tax credit in accordance with Section 47 of the Internal Revenue
Code of 1986 (the “Historic Rehabilitation Tax Credit”).  Registrant
considers its activity to constitute a single industry segment.
 
 Richman
Tax Credit Properties L.P. (the "General Partner"), a Delaware limited
partnership, was formed on February 10, 1988 to act as the General Partner of
Registrant.  The general partners of the General Partner are Richard
Paul Richman and Richman Tax Credit Properties Inc. ("Richman Tax"), a Delaware
corporation that is wholly-owned by Richard Paul Richman.  Richman Tax
is an affiliate of The Richman Group, Inc. ("Richman Group"), a Delaware
corporation founded by Richard Paul Richman in 1988.
 
 The
Amendment No. 2 to the Registration Statement on Form S-11 was filed with the
Securities and Exchange Commission (the "SEC") on April 29, 1988 pursuant to the
Securities Act of 1933 under Registration Statement File No. 33-20391, and was
declared effective on May 4, 1988.  Reference is made to the
prospectus dated May 6, 1988, as supplemented by Supplement No. 1 and Supplement
No. 2 dated August 11, 1988 and September 20, 1988, respectively, filed with the
SEC pursuant to Rule 424(b)(3) under the Securities Act of 1933 (the
"Prospectus").  Pursuant to Rule 12b-23 of the SEC's General Rules and
Regulations promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), the description of Registrant's business set forth under
the heading "Investment Objectives and Policies" at pages 51 through 75 of the
Prospectus is hereby incorporated into this Annual Report by
reference.
 
 On May
11, 1988, Registrant commenced, through Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch"), the offering of up to 50,000 units of
limited partnership interest (the "Units") at $1,000 per Unit to investors (the
“Limited Partners”).  On August 19, 1988 and November 15, 1988, the
closings for 23,603 and 17,683 Units, respectively, took place, amounting to
aggregate Limited Partners' capital contributions of $41,286,000.
 
 Registrant's
primary objective, to provide Low-income Tax Credits to the Limited Partners,
has been completed.  The relevant state tax credit agency allocated
each of the Local Partnerships an amount of Low-income Tax Credits, which are
generally available for a ten year period from the year the Property is placed
in service (the “Ten Year Credit Period”).  The Ten Year Credit Period
was fully exhausted with respect to all of the Properties as of December 31,
2003.  The required holding period of each Property, in order to avoid
Low-income Tax Credit recapture, is fifteen years from the year in which the
Low-income Tax Credits commence on the last building of the Property (the
"Compliance Period").  The Compliance Period of all of the Local
Partnerships had expired as of December 31, 2004.  In addition,
certain of the Local Partnerships entered into agreements with the relevant
state tax credit agencies whereby the Local Partnerships must maintain the
low-income nature of the Properties for a period which exceeds the Compliance
Period (in certain circumstances, up to 50 years from when the Property is
placed in service, but commonly 30 years from the date any such Property is
placed in service), regardless of a sale of the Properties by the Local
Partnerships after the Compliance Period (the “Extended Use
Provisions”).  Note that the existence of Extended Use Provisions does
not extend the Compliance Period of the respective Local
Partnerships.  However, such provisions may limit the number and
availability of potential purchasers of the Properties.  Accordingly,
a sale of a Property may happen well after the expiration of the Compliance
Period and/or may be significantly discounted.
 Disposal of Local
Partnership Interests
 
 Registrant
is in the process of disposing of its Local Partnership Interests.  As
of March 30, 2009, Registrant owns twelve of the nineteen Local Partnership
Interests originally acquired.  Registrant has served a demand on the
local general partners (the “Local General Partners”) of all remaining Local
Partnerships to commence a sale process to dispose of the
Properties.  In the event a sale cannot be consummated, it is the
General Partner’s intention to sell or assign Registrant’s Local Partnership
Interests.  Following the final disposition of its Local Partnership
Interests, Registrant intends to dissolve and does not intend to conduct any
business.  It is uncertain as to the amount, if any, that Registrant
will receive with respect to each specific Property from such sales or
assignments.  There can be no assurance as to when Registrant will
dispose of its remaining Local Partnership Interests.
  2
  Item
1.  Business
(continued).
 
 Financial Information About
Industry Segments
 
 Registrant
is engaged solely in the business of owning a Local Partnership Interest in each
of the Local Partnerships.  A presentation of information regarding
industry segments is not applicable and would not be material to an
understanding of Registrant’s business taken as a whole.  See Item 8
below for a summary of Registrant's operations.
 
 Competition
 
 Pursuant
to Rule 12b-23 of the SEC’s General Rules and Regulations promulgated under the
Exchange Act, the description of Registrant's competition, general risks, tax
risks and partnership risks set forth under the heading "Risk Factors" at pages
21 through 35 of the Prospectus is hereby incorporated into this Annual Report
by reference.
 
 Employees of
Registrant
 
 Registrant
employs no personnel and incurs no payroll costs.  All management
activities of Registrant are conducted by the General Partner.  An
affiliate of the General Partner employs individuals who perform the management
activities of Registrant.  This entity also performs similar services
for other affiliates of the General Partner.
 
 Regulation
 
 The
following is a brief summary of certain regulations applicable to Registrant and
is not, nor should it be considered, a full summary of the law or all related
issues.  Other than as set forth above and below, Registrant is not
aware of any existing or probable federal, state or local governmental
regulations, or any recent changes to such governmental regulations, which would
have an effect on Registrant’s business.
 
 Virtually
all of the Properties owned by the Local Partnerships have some form of a
government funded rental subsidy that affords the low-income tenants the ability
to reside at the Properties.  During the period that a subsidy
agreement between the United States Department of Housing and Urban Development
(“HUD”) and a Local Partnership is in existence, the Local Partnership Interest
of such Local Partnership may not be sold, and the Property may not be
transferred by the Local Partnership to another entity, without HUD’s approval,
which may be subject to various conditions.  In particular, the
transfer of title of the Properties by the Local Partnerships is expected to be
required to be closed in escrow pending HUD approval.  In addition, as
a condition to certain disposals, Registrant anticipates that HUD will require
the Local Partnerships to dedicate resources to maintenance in order to correct
deficiencies in the physical condition of the Properties. Correction of such
deficiencies will probably require expenditures of significant amounts of funds,
thus effectively reducing the amount of any net proceeds from the sale of the
Property.  There can be no assurance that the required governmental
agencies will approve any of the requested transfers, that such approvals will
be received in a timely manner or that other conditions will not be imposed for
such approvals. The failure to obtain or a delay in obtaining any required
approvals would have adverse consequences to the Limited Partners.
 
 In the
case of certain of the Local Partnerships, the local housing authority has the
right, for a period of time, to find a purchaser for the Property prior to the
Local General Partner beginning its own efforts to sell the
Property.  There can be no assurance that the local housing
authorities will be successful in finding purchasers for such Properties, which
may adversely impact the timing of Property sales.
 
 Certain
of the Local Partnerships may be subject to restrictions on the amount of annual
cash distributions to partners under the terms of such Local Partnerships’ loan,
regulatory or other agreements.
  Registrant
is not aware of any non-compliance by the Local Partnerships with respect to
federal, state and local provisions regulating the discharge of material into
the environment or otherwise relating to the protection of the environment, and
is not aware of any condition that would have a material effect on the capital
expenditures or competitive position of Registrant.
  3
  Item
1A.  Risk
Factors.
 
 Risks Relating to
Registrant’s Business and Industry
 
 There
is no guarantee that the Properties will be sold or, if sold, that Registrant
would receive any proceeds.
 
 As noted
above in Item 1 - Business, Registrant
has served a demand on the Local General Partners of all remaining Local
Partnerships to commence a sale process to dispose of the
Properties.  However, the market of interested buyers of the
Properties is limited.  Some of the factors which negatively impact
the marketability of the Properties, or equivalently, the Local Partnership
Interests, include:
 ·
              the
      Extended Use Provisions;
 
 ·
              the
      substantial remaining mortgage balances on the Properties, which are
      typically very near the initial balances as a result of the heavily
      subsidized debt of the Local Partnership and the lengthy (usually near
      40-year) amortization period of the debt;
and
 
 ·
              poor
      economic conditions.
 
 It is
generally expected, therefore, that in the event a sale of a Property by a Local
Partnership can be consummated, the net proceeds of such sale, after repayment
of any outstanding debt and other liabilities, are not likely to be
significant.  Moreover, a portion of the net proceeds from the sale of
a Property by a Local Partnership may be payable to the Local General Partner
for prior operating advances and deferred fees.  As such, there will
likely not be significant proceeds, if any, upon a sale of a Property that will
be available for distribution by the Local Partnership to
Registrant.  In the event a sale cannot be consummated, it is the
General Partner’s intention to sell or assign Registrant’s Local Partnership
Interests.  However, it is not possible to ascertain the amount, if
any, that Registrant will receive with respect to each specific Property from
such sales or assignments.
 
 The
Local Partnerships may be required to continue to maintain the low-income nature
of the Properties beyond the Compliance Period under agreements with state tax
credit agencies.
 
 As noted
above in Item 1 - Business, certain of
the Local Partnerships entered into agreements containing Extended Use
Provisions with the relevant state tax credit agencies whereby the Local
Partnerships must maintain the low-income nature of the Properties for a period
which exceeds the Compliance Period (in certain circumstances, up to 50 years
from when the Property is placed in service, but commonly 30 years from the date
any such Property is placed in service), regardless of a sale of the Properties
by the Local Partnerships after the Compliance Period.  Although the
Extended Use Provisions do not extend the Compliance Period of the respective
Local Partnerships, such provisions may limit the number and availability of
potential purchasers of the Properties.  Accordingly, a sale of a
Property may happen well after the expiration of the Compliance Period and/or
may be significantly discounted.
  Properties
owned by the Local Partnerships are subject to certain risks relating to the
real estate industry in general that are outside of the control of the Local
Partnerships or Registrant and that may have an adverse affect on Registrant’s
investment in such Local Partnerships.
 
 Registrant’s
investment in the Local Partnerships is subject to the risks associated with
multi-family rental property and real estate in general, including retail,
commercial and residential real estate.  Such risks, which are subject
to change and are not in the control of Registrant, include risks relating
to:
  ·
              the
      adverse use of adjacent or neighborhood real
  estate;
  ·
              regulated
      rents, which may adversely impact rent
  increases;
  ·
              utility
      allowances, which may adversely impact rents charged to tenants from year
      to year in certain locations;
  ·
              the
      inability of tenants to pay rent in light of current market
      conditions;
  ·
              changes
      in the demand for or supply of competing
  properties;
  ·
              changes
      in state or local tax rates and
assessments;
  4
  Item
1A.  Risk
Factors (continued).
  ·
              increases
      in utility charges;
  ·
              unexpected
      expenditures for repairs and
maintenance;
  ·
              the
      discovery of previously undetected environmentally hazardous
      conditions;
  ·
              costs
      associated with complying with the Americans with Disabilities
      Act;
  ·
              uninsured
      losses relating to real property or excessively expensive premiums for
      insurance coverage;
  ·
              lawsuits
      from tenants or guests in connection with injuries that occur on the
      Properties;
  ·
              changes
      in local economic conditions; and
  ·
              changes
      in interest rates and the availability of financing (including changes
      resulting from current market
conditions).
  The
occurrence of any of the above risks could have a negative impact on the
operating results of such Properties and the respective Local Partnerships and,
in turn, may render the sale or refinancing of the Properties difficult or
unattractive, which could adversely affect Registrant’s investment in such Local
Partnerships.
 
 The
modification or elimination of government rental subsidies on which the Local
Partnerships rely would require the Local Partnerships to use existing funds or
obtain additional funds to continue to operate the respective
Properties.  Because Registrant’s investments in the Local
Partnerships are highly leveraged, it would be highly difficult to obtain such
additional funds.
 
 Virtually
all of the Properties owned by the Local Partnerships have some form of a
government funded rental subsidy, which affords the low-income tenants the
ability to reside at the Properties.  The Local Partnerships are
extremely reliant on such subsidies.  If the respective rental subsidy
programs were to be materially modified or eliminated, the Local Partnerships’
rental revenue would likely be significantly reduced.  To the extent
that revenues are not sufficient to meet operating expenses and service the
respective mortgages of the Properties, such Local Partnership would be required
to use reserves and any other funds available to avoid foreclosure of the
subject Property.  Registrant’s investments in the Local Partnerships
are highly leveraged, and there can be no assurance that additional funds would
be available to any Local Partnership or Registrant, if needed.  In
addition, there can be no assurance that, when a Property is sold, the proceeds
from a sale will be sufficient to pay the balance due on the mortgage loans or
any other outstanding indebtedness to which the Local Partnership is
subject.
 
 Limited
Partners may not be able to use all of the carried forward Low-income Tax
Credits.
 
 While a
limited exception is provided for Low-income Tax Credits in the case of
individuals, tax losses and credits allocated to a Limited Partner who is an
individual, trust, estate or personal service corporation generally may be used
to reduce the Limited Partner’s tax liability only to the extent that such
liability arises from passive activities.  Therefore, tax losses and
credits allocated to such a Limited Partner are not expected to be available to
offset tax liabilities that arise from salaries, dividends and interest and
other forms of income.  In addition, Low-income Tax Credits cannot be
used to offset alternative minimum tax.  Accordingly, there is no
guarantee that Limited Partners will be able to utilize all of the carried
forward Low-income Tax Credits.
 
 Risks Relating to Ownership
of Units of Limited Partnership Interest of Registrant
 
 There
is no existing market for the Units.
 
 There is
no trading market for Units and there are no assurances that any market will
develop.  In addition, the Units may be transferred only if certain
requirements are satisfied, including requirements that such transfer would not
impair Registrant’s tax status for federal income tax purposes and would not be
a violation of federal or state securities laws.  Accordingly, the
Limited Partners may not be able to sell their Units promptly and bear the
economic risk of their investment for an indefinite period of
time.
  5
  Item
1A.  Risk
Factors (continued).
 
 Under
certain circumstances, Limited Partners of Registrant may incur out-of-pocket
tax costs.
 
 At some
point, Registrant’s operations (including the sale or refinancing of the
Properties owned by the Local Partnerships) may generate less cash flow than
taxable income, and the income, as well as the income taxes payable with respect
to Registrant’s taxable income, may exceed cash flow available for distribution
to the Limited Partners in such years.  This may result in an
out-of-pocket tax cost to the Limited Partners.  In addition, a
Limited Partner may experience taxable gain on disposition of Units or upon a
disposition of the Local Partnership Interests or of the Properties even though
no cash is realized on the disposition; in such circumstances, the Limited
Partners may experience an out-of-pocket tax cost.
 
 Limited
Partners of Registrant may not receive a return of any portion of their original
capital investment in Registrant.
 
 To date,
the Limited Partners of Registrant have not received a return of any portion of
their original capital.  Accordingly, the only benefit of this
investment may be the Low-income Tax Credits and Historic Rehabilitation Tax
Credits.
 
 Item
1B.  Unresolved Staff
Comments.
 
 Not
applicable.
 
 Item
2.  Properties.
 
 The
executive offices of Registrant and the General Partner are located at 340
Pemberwick Road, Greenwich, Connecticut 06831.  Registrant does not
own or lease any properties.  Registrant pays no rent; all charges for
leased space are borne by affiliates of the General Partner.
 
 Registrant
originally acquired Local Partnership Interests in nineteen Local
Partnerships.  As discussed above in Item 1 - Business, theCompliance
Period of all of the Local Partnerships expired as of December 31, 2004 and,
accordingly, Registrant is in the process of disposing of its Local Partnership
Interests.  As of March 30, 2009, Registrant owns twelve of the
nineteen Local Partnership Interests originally acquired.  Registrant
has instructed the remaining Local Partnerships to commence a sale process to
dispose of the Properties, which Registrant intends will result in a termination
of Registrant’s Local Partnership Interests and ultimately the dissolution of
Registrant.
 
 In the
event a sale of the remaining Properties cannot be consummated, it is the
General Partner’s intention to sell or assign Registrant’s Local Partnerships
Interests.  It is not possible to ascertain the amount, if any, that
Registrant will receive with respect to each specific Property from such sales
or assignments.  In addition, certain of the Local Partnerships
entered into agreements with Extended Use Provisions with the relevant state tax
credit agencies whereby the Local Partnerships must maintain the low-income
nature of the Properties for a period which exceeds the Compliance Period (in
certain circumstances, up to 50 years from when the Property is placed in
service, but commonly 30 years from the date any such Property is placed in
service), regardless of a sale of the Properties by the Local Partnerships after
the Compliance Period.  While the Extended Use Provisions do not
extend the Compliance Period of the respective Local Partnerships, such
provisions may limit the number and availability of potential purchasers of the
Properties.  Accordingly, a sale of a Property may happen well after
the expiration of the Compliance Period and/or may be significantly
discounted.  There can be no assurance as to when the Local
Partnerships will dispose of the Properties, when Registrant will dispose of the
Local Partnership Interests or the amount of proceeds which may be received in
such dispositions.  In addition to amounts that remain outstanding under
the terms of the debt structure of the respective Local Partnerships, certain
Local Partnerships have outstanding obligations to the Local General Partners
and/or affiliates thereof for operating advances made over the years and for
certain fees that were deferred.
 Although
Registrant generally owns a 98.9%-99% Local Partnership Interest in the Local
Partnerships, Registrant and American Tax Credit Properties II L.P. ("ATCP II"),
a Delaware limited partnership whose general partner is affiliated with the
General Partner, together, in the aggregate, own a 99% interest in Santa Juanita
Limited Dividend Partnership L.P. ("Santa Juanita"); the ownership percentages
of Registrant and ATCP II of Santa Juanita are 34.64% and 64.36%,
respectively.  The Local Partnership Interests were acquired by
Registrant in 1998 and 1999, with the exception of the Local Partnership
Interest in B & V Phase I, Ltd., which was acquired in
1994.
  6
  Item
2.  Properties
(continued).
 
 Many of
the Local Partnerships receive rental subsidy payments, including payments under
Section 8 of Title II of the Housing and Community Development Act of 1974
("Section 8") (see descriptions of the subsidies below).  The subsidy
agreements expire at various times.  Since October 1997, HUD has
issued a series of directives related to project based Section 8 contracts that
define owners’ notification responsibilities, advise owners of project based
Section 8 properties of what their options are regarding the renewal of Section
8 contracts, provide guidance and procedures to owners, management agents,
contract administrators and HUD staff concerning renewal of Section 8 contracts,
provide policies and procedures on setting renewal rents and handling renewal
rent adjustments and provide the requirements and procedures for opting-out of a
Section 8 project based contract.  Registrant cannot reasonably
predict legislative initiatives and governmental budget negotiations, the
outcome of which could result in a reduction in funds available for the various
federal and state administered housing programs including the Section 8
program.  Such changes could adversely affect the future net operating
income before debt service (“NOI”) and debt structure of any or all Local
Partnerships currently receiving such subsidy or similar
subsidies.  Ten Local Partnerships’ Section 8 contracts are currently
subject to renewal under applicable HUD guidelines.  In addition, six
Local Partnerships have entered into restructuring agreements, resulting in a
change to both rent subsidy and mandatory debt service.
  7
  Item
2.  Properties
(continued).
 
 Mortgage loansName of Local Partnership
                    
                    Number
                    
                    
                    
                    
                    
                    payable as of
                    
                    SubsidyName of apartment complex
                    
                    of rental
                    
                    
                    Capital
                    
                    
                    December 31,
                    
                    (seeApartment complex location
                    
                    units
                    
                    
                    contribution
                    
                    
                    2008
                    
                    footnotes)4611
      South Drexel Limited Partnership (3), (5), (6)
                      South
      Drexel Apartments
                      Chicago,
      Illinois
                    
                    
                    44
                    
                    
                    $
                    1,354,968
                    
                    
                    $
                    —
                    (3)B
      & V, Ltd. (3)
                      Homestead
      Apartments
                      Homestead,
      Florida
                    
                    
                    158
                    
                    
                    
                    2,050,795
                    
                    
                    
                    —
                    (3)B
      & V Phase I, Ltd. (3)
                      Gardens
      of Homestead
                      Homestead,
      Florida
                    
                    
                    97
                    
                    
                    
                    140,000
                    
                    
                    
                    —
                    (3)Blue
      Hill Housing Limited Partnership (3)
                      Blue
      Hill Housing
                      Grove
      Hall, Massachusetts
                    
                    
                    144
                    
                    
                    
                    4,506,082
                    
                    
                    
                    —
                    (3)Cityside
      Apartments, L.P.
                      Cityside
      Apartments
                      Trenton,
      New Jersey
                    
                    
                    126
                    
                    
                    
                    6,098,988
                    
                    
                    
                    6,435,994
                    
                    (1a&c)Cobbet
      Hill Associates Limited Partnership (6)
                      Cobbet
      Hill Apartments
                      Lynn,
      Massachusetts
                    
                    
                    117
                    
                    
                    
                    5,303,771
                    
                    
                    
                    12,969,740
                    
                    (1a,b&c)Dunbar
      Limited Partnership
                      Spring
      Grove Apartments
                      Chicago,
      Illinois
                    
                    
                    101
                    
                    
                    
                    1,518,229
                    
                    
                    
                    4,898,560
                    
                    (1a,c&d)Dunbar
      Limited Partnership No. 2
                      Park
      View Apartments
                      Chicago,
      Illinois
                    
                    
                    102
                    
                    
                    
                    1,701,849
                    
                    
                    
                    5,232,497
                    
                    (1a,c&d)Erie
      Associates Limited Partnership (3)
                      Erie
      Apartments
                      Springfield,
      Massachusetts
                    
                    
                    18
                    
                    
                    
                    755,737
                    
                    
                    
                    —
                    (3)Federal
      Apartments Limited Partnership
                      Federal
      Apartments
                      Fort
      Lauderdale, Florida
                    
                    
                    164
                    
                    
                    
                    2,832,224
                    
                    
                    
                    5,776,587
                    
                    (1a,c&e)Golden
      Gates Associates
                      Golden
      Gates
                      Brooklyn,
      New York
                    
                    
                    85
                    
                    
                    
                    879,478
                    
                    
                    
                    4,257,515
                    
                    (1b)Grove
      Park Housing, A California Limited
                      Partnership
      (3), (4)
                      Grove
      Park Apartments
                      Garden
      Grove, California
                    
                    
                    104
                    
                    
                    
                    1,634,396
                    
                    
                    
                    —
                    (3)
  8
  Item
2.  Properties
(continued).
 
 Mortgage loansName of Local Partnership
                    
                    Number
                    
                    
                    
                    
                    
                    payable as of
                    
                    
                    SubsidyName of apartment complex
                    
                    of rental
                    
                    
                    Capital
                    
                    
                    December 31,
                    
                    
                    (seeApartment complex location
                    
                    units
                    
                    
                    contribution
                    
                    
                    2008
                    
                    
                    Footnotes)Gulf
      Shores Apartments Ltd.
                      Morgan
      Trace Apartments
                      Gulf
      Shores, Alabama
                    
                    
                    50
                    
                    
                    $
                    352,693
                    
                    
                    $
                    1,434,070
                    
                    
                    
                    (1b)Hilltop
      North Associates, A Virginia Limited
                      Partnership
      (3), (6)
                      Hilltop
      North Apartments
                      Richmond,
      Virginia
                    
                    
                    160
                    
                    
                    
                    1,470,734
                    
                    
                    
                    —
                    (3)Madison-Bellefield
      Associates
                      Bellefield
      Dwellings
                      Pittsburgh,
      Pennsylvania
                    
                    
                    158
                    
                    
                    
                    1,047,744
                    
                    
                    
                    2,190,175
                    
                    
                    (1a&c)Pine
      Hill Estates Limited Partnership
                      Pine
      Hill Estates
                      Shreveport,
      Louisiana
                    
                    
                    110
                    
                    
                    
                    613,499
                    
                    
                    
                    2,164,894
                    
                    
                    (1a&c)Santa
      Juanita Limited Dividend Partnership L.P.
                      Santa
      Juanita Apartments
                      Bayamon,
      Puerto Rico
                    
                    
                    45
                    
                    
                    
                    313,887
                    (2)
                    
                    
                    1,420,421
                    
                    
                    (1a,b,c&g)Vista
      del Mar Limited Dividend Partnership L.P. (6)
                      Vista
      del Mar Apartments
                      Fajardo,
      Puerto Rico
                    
                    
                    152
                    
                    
                    
                    3,363,345
                    
                    
                    
                    5,602,246
                    
                    
                    (1a,b,c&g)Winnsboro
      Homes Limited Partnership
                      Winnsboro
      Homes
                      Winnsboro,
      Louisiana
                    
                    
                    50
                    
                    
                    
                    289,730
                    
                    
                    
                    1,991,761
                    
                    
                    (1a,c&f)$
                    36,228,149
                    
                    
                    $
                    54,374,460
 
 (1)
              Description
      of subsidies:
 
 (a)
              Section
      8 of Title II of the Housing and Community Development Act of 1974 allows
      qualified low-income tenants to pay thirty percent of their monthly income
      as rent with the balance paid by the federal
  government.
 
 (b)
              The
      Local Partnership's debt structure includes a principal or interest
      payment subsidy.
 
 (c)
              The
      Local Partnership’s Section 8 contracts are currently subject to renewal
      under applicable HUD guidelines.
 
 (d)
              The
      Local Partnership entered into a restructuring agreement of its Section 8
      contracts and debt structure under applicable HUD guidelines in
      2001.
 
 (e)
              The
      Local Partnership entered into a restructuring agreement of its Section 8
      contract and debt structure under applicable HUD guidelines in
      2005.
 
 (f)
                The
      Local Partnership entered into a restructuring agreement of its Section 8
      contract and debt structure under applicable HUD guidelines in
      2006.
 (g)
              The
      Local Partnership entered into a restructuring agreement of its Section 8
      contract and debt structure under applicable HUD guidelines in
      2008.
  9
 
 Item
2.  Properties
(continued).
 
 (2)
              Reflects
      amount attributable to Registrant
only.
 
 (3)
              The
      Local Partnership Interest is no longer owned by Registrant; there are no
      assets or liabilities related to such Local Partnership included in the
      combined balance sheets of the Local Partnerships as of December 31, 2008
      and 2007 in Note 4 to the accompanying financial
    statements.
 
 (4)
              Registrant
      withdrew as a limited partner in April 2006.  The combined
      statement of operations of the Local Partnerships for the year ended
      December 31, 2006 included in Note 4 to the accompanying financial
      statements includes results of operations for such Local Partnership
      through the date of Registrant’s withdrawal (see Part II, Item 7 - Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations, herein).
 
 (5)
              The
      underlying Property was sold in October 2006.  The combined
      statement of operations of the Local Partnerships for the year ended
      December 31, 2006 included in Note 4 to the accompanying financial
      statements includes results of operations for such Local Partnership
      through the date of sale (see Part II, Item 7 - Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations, herein).
 
 (6)
              Capital
      contribution includes voluntary advances made by Registrant to the Local
      Partnership.
 
 Item
3.  Legal
Proceedings.
 
 None.
 
 Item
4.  Submission of Matters to a
Vote of Security Holders.
 
 There
were no matters submitted to a vote of the Limited Partners during the fourth
quarter of the fiscal year covered by this report.
  10
  PART
II
 
 Item
5.  Market
for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities.
 
 Market Information and
Holders
 
 There is
no established public trading market for the Units.  Accordingly,
accurate information as to the market value of a Unit at any given date is not
available.  The number of record holders of Units as of December 31,
2008 was approximately 2,080, holding an aggregate of 41,286 Units.
 
 Merrill
Lynch follows internal guidelines for providing estimated values of limited
partnerships and other direct investments reported on client account
statements.  Pursuant to such guidelines, estimated values for limited
partnership interests reported on Merrill Lynch client account statements (such
as Registrant’s Units) are provided to Merrill Lynch by independent valuation
services, whose estimated values are based on financial and other information
available to them.  In addition, Registrant may provide an estimate of
value to Unit holders from time to time in Registrant's reports to Limited
Partners.  The estimated values provided by the independent services
and Registrant, which may differ, are not market values and Unit holders may not
be able to sell their Units or realize either amount upon a sale of their
Units.  Unit holders may not realize such estimated values upon the
liquidation of Registrant.
 
 Distributions
 
 Registrant
owns a Local Partnership Interest in Local Partnerships that are the owners of
Properties that are leveraged and receive government assistance in various forms
of rental and debt service subsidies.  The distribution of cash flow
generated by the Local Partnerships may be restricted, as determined by each
Local Partnership's financing and subsidy agreements.  Accordingly,
Registrant does not anticipate that it will provide significant cash
distributions to its Limited Partners in the future.  There were no
cash distributions to the Limited Partners during the years ended March 30, 2009
and 2008.
 
 Low-income
Tax Credits and Historic Rehabilitation Tax Credits (together, the "Tax
Credits"), which are subject to various limitations, may be used by the Limited
Partners to offset federal income tax liabilities.  Registrant
generated total Tax Credits from investments in Local Partnerships of
approximately $1,528 per Unit, net of circumstances which have given rise to
recapture.  The Ten Year Credit Period with respect to all of the
Properties was fully exhausted as of December 31, 2003 and the Compliance
Periods of the Local Partnerships had expired as of December 31,
2004.  Registrant has served a demand on the Local General Partners of
all remaining Local Partnerships to commence a sale process to dispose of the
Properties.  In the event a sale cannot be consummated, it is the
General Partner’s intention to sell or assign Registrant’s Local Partnership
Interests.  It is not possible to ascertain the amount, if any, that
Registrant will receive with respect to each specific Property from such sales
or assignments.
 Recent Sales of Unregistered
Securities
 
 None.
 
 Item
6.  Selected
Financial Data.
 
 Not
applicable.
 
 Item
7.  Management’s Discussion and
Analysis of Financial Condition and Results of
Operations.
 
 Capital Resources and
Liquidity
 
 Registrant
admitted limited partners (the “Limited Partners”) in two closings with
aggregate Limited Partners’ capital contributions of $41,286,000.  In
connection with the offering of the sale of units (the “Units”), Registrant
incurred organization and offering costs of approximately $4,781,000 and
established a working capital reserve of approximately
$2,271,000.  The remaining net proceeds of approximately $34,234,000
(the “Net Proceeds”) were available to be applied to the acquisition of limited
partner interests (the “Local Partnership Interests”) in local partnerships (the
“Local Partnerships”) that own low-income multifamily residential complexes (the
“Property” or “Properties”) that qualified for the low-income tax credit in
accordance with Section 42 of the Internal Revenue Code (the “Low-income Tax
Credit”); one Local Partnership owns a Property that also qualified for the
historic rehabilitation tax credit in accordance with Section 47 of the Internal
Revenue Code of 1986.  The Net Proceeds were utilized in acquiring a
Local Partnership Interest in eighteen Local Partnerships.
  11
  Item
7.  Management's Discussion and
Analysis of Financial Condition and Results of Operations
(continued).
 
 As of
March 30, 2009, Registrant has cash and cash equivalents of $1,817,949, which is
available for operating expenses of Registrant and circumstances which may arise
in connection with the Local Partnerships.  Future sources of
Registrant funds are expected to be primarily from interest earned on working
capital and limited cash distributions from Local Partnerships.  In
addition, although it is not possible to ascertain the amount, if any, that
Registrant will receive with respect to each specific Property, Registrant may
be entitled to sales proceeds of certain Local Partnerships’
Properties.
 
 During
the year ended March 30, 2009, Registrant received cash from interest revenue
and distributions from Local Partnerships and utilized cash for operating
expenses.  Cash and cash equivalents decreased by approximately
$474,000 during the year ended March 30, 2009.
 
 During
the year ended March 30, 2009, the investment in local partnerships decreased as
a result of Registrant’s equity in the Local Partnerships’ net loss for the year
ended December 31, 2008 of $17,924.  Payable to general partner and
affiliates in the accompanying balance sheet as of March 30, 2009 represents
accrued management and administration fees.
 
 Results of
Operations
 
 Registrant’s
operating results are dependent upon the operating results of the Local
Partnerships and are significantly impacted by the Local Partnerships’
policies.  In addition, the operating results herein are not
necessarily the same for tax reporting.  Registrant accounts for its
investment in local partnerships in accordance with the equity method of
accounting.  Accordingly, the investment is carried at cost and is
adjusted for Registrant’s share of each Local Partnership’s results of
operations and by cash distributions received.  Equity in loss of each
investment in Local Partnership allocated to Registrant is recognized to the
extent of Registrant’s investment balance in each Local
Partnership.  Equity in loss in excess of Registrant’s investment
balance in a Local Partnership is allocated to other partners’ capital in any
such Local Partnership.  As a result, the reported equity in loss of
investment in local partnerships is expected to decrease as Registrant’s
investment balances in the respective Local Partnerships become
zero.  The combined statements of operations of the Local Partnerships
reflected in Note 4 to Registrant’s financial statements include the operating
results of all Local Partnerships, irrespective of Registrant’s investment
balances.
 
 Cumulative
losses and cash distributions in excess of investment in local partnerships may
result from a variety of circumstances, including a Local Partnership's
accounting policies, subsidy structure, debt structure and operating deficits,
among other things.  In addition, the book value of Registrant’s
investment in each Local Partnership (the “Local Partnership Carrying Value”)
may be reduced if the Local Partnership Carrying Value is considered to exceed
the estimated value derived by management.  Accordingly, cumulative
losses and cash distributions in excess of the investment or an adjustment to a
Local Partnership’s Carrying Value are not necessarily indicative of adverse
operating results of a Local Partnership.  See discussion below under
Local Partnership
Matters regarding certain Local Partnerships currently operating below
economic break even levels.
 
 Registrant’s
operations for the years ended March 30, 2009, 2008 and 2007 resulted in net
income (loss) of $(455,469), $(750,598) and $2,516,500,
respectively.  The decrease in net loss from fiscal 2008 to 2009 is
primarily attributable to (i) a decrease in equity in loss of investment in
local partnerships of approximately $318,000, which decrease is primarily the
result of a decrease in the net operating loss of the Local Partnership in which
Registrant continues to have an investment balance and voluntary advances being
made to a Local Partnership in fiscal 2008 that were charged to equity in loss
of investment in local partnerships and (ii) a decrease in  operating
expenses of approximately $53,000, all partially offset by a decrease in
interest revenue and other income from local partnerships of approximately
$76,000.  The increase in net loss from fiscal 2007 to fiscal 2008 is
primarily attributable to (i) a gain on disposal of limited partner
interests/local partnership properties of approximately $2,977,000 in connection
with Grove Park Housing, A California Limited Partnership (“Grove Park”) and
4611 South Drexel Limited Partnership (“South Drexel”) recognized in fiscal
2007, (ii) an increase in equity in loss of investment in local partnerships of
approximately $249,000, which increase is primarily the result of an increase in
the net operating loss of the Local Partnership in which Registrant continues to
have an investment balance and an increase in voluntary advances being made to
Local Partnerships that were charged to equity in loss of investment in local
partnerships and (iii) an increase in operating expenses of approximately
$28,000.
  12
  Item
7.  Management's Discussion and
Analysis of Financial Condition and Results of Operations
(continued).
 
 The Local
Partnerships’ loss from operations of approximately $3,624,000 for the year
ended December 31, 2008 includes depreciation and amortization expense of
approximately $3,346,000 and interest on non-mandatory debt of approximately
$645,000, and does not include principal payments on permanent mortgages of
approximately $658,000.  The Local Partnerships’ loss from operations
of approximately $3,625,000 for the year ended December 31, 2007 includes
depreciation and amortization expense of approximately $3,285,000 and interest
on non-mandatory debt of approximately $572,000, and does not include principal
payments on permanent mortgages of approximately $751,000.  The Local
Partnerships’ loss from operations of approximately $4,091,000 for the year
ended December 31, 2006 includes depreciation and amortization expense of
approximately $3,425,000 and interest on non-mandatory debt of approximately
$612,000, and does not include principal payments on permanent mortgages of
approximately $644,000.  Revenue and expenses of the Local
Partnerships decreased in 2007 as compared to 2006, in part as a result of
Registrant’s disposal of its limited partner interest in Grove Park in April
2006 and the sale of the Property owned by South Drexel in October
2006.  The results of operations of the Local Partnerships for the
year ended December 31, 2008 are not necessarily indicative of the results that
may be expected in future periods.
 
 Local Partnership
Matters
 
 Registrant's
primary objective had been to provide Low-income Tax Credits to the Limited
Partners.  The relevant state tax credit agency allocated each of the
Local Partnerships an amount of Low-income Tax Credits, which are generally
available for a ten year period from the year the Property is placed in service
(the “Ten Year Credit Period”).  The Ten Year Credit Period was fully
exhausted with respect to all of the Properties as of December 31,
2003.  The required holding period of each Property, in order to avoid
Low-income Tax Credit recapture, is fifteen years from the year in which the
Low-income Tax Credits commence on the last building of the Property (the
"Compliance Period").  The Compliance Period of all of the Local
Partnerships had expired as of December 31, 2004.  In addition,
certain of the Local Partnerships entered into agreements with the relevant
state tax credit agencies whereby the Local Partnerships must maintain the
low-income nature of the Properties for a period which exceeds the Compliance
Period (in certain circumstances, up to 50 years from when the Property is
placed in service, but commonly 30 years from the date any such Property is
placed in service), regardless of a sale of the Properties by the Local
Partnerships after the Compliance Period (the “Extended Use
Provisions”).  Although the Extended Use Provisions do not extend the
Compliance Period of the respective Local Partnerships, such provisions limit
the number and availability of potential purchasers of the
Properties.  Accordingly, a sale of a Property may happen well after
the expiration of the Compliance Period and/or may be significantly
discounted.  Registrant has served a demand on the Local General
Partners of all remaining Local Partnerships to commence a sale process to
dispose of the Properties.  In the event a sale cannot be consummated,
it is the General Partner’s intention to sell or assign Registrant’s interests
in the Local Partnerships.  It is not possible to ascertain the
amount, if any, that Registrant will receive with respect to each specific
Property from such sales or assignments.  Registrant intends to
dissolve after the final disposition of its Local Partnership
Interests.
 The
Properties are principally comprised of subsidized and leveraged low-income
multifamily residential complexes located throughout the United States and
Puerto Rico.  Many of the Local Partnerships receive rental subsidy
payments, including payments under Section 8 of Title II of the Housing and
Community Development Act of 1974 ("Section 8”).  The subsidy
agreements expire at various times.  Since October 1997, the United
States Department of Housing and Urban Development (“HUD”) has issued a series
of directives related to project based Section 8 contracts that define owners’
notification responsibilities, advise owners of project based Section 8
properties of what their options are regarding the renewal of Section 8
contracts, provide guidance and procedures to owners, management agents,
contract administrators and HUD staff concerning renewal of Section 8 contracts,
provide policies and procedures on setting renewal rents and handling renewal
rent adjustments and provide the requirements and procedures for opting-out of a
Section 8 project based contract.  Registrant cannot reasonably
predict legislative initiatives and governmental budget negotiations, the
outcome of which could result in a reduction in funds available for the various
federal and state administered housing programs including the Section 8
program.  Such changes could adversely affect the future net operating
income before debt service (“NOI”) and debt structure of any or all Local
Partnerships currently receiving such subsidy or similar
subsidies.  Ten Local Partnerships’ Section 8 contracts are currently
subject to renewal under applicable HUD guidelines.  In addition, six
Local Partnerships have entered into restructuring agreements, resulting in a
change to both rent subsidy and mandatory debt service.
 
 The Local
Partnerships have various financing structures which include (i) required debt
service payments ("Mandatory Debt Service") and (ii) debt service payments that
are payable only from available cash flow subject to the terms and conditions of
the notes, which may be subject to specific laws, regulations and agreements
with appropriate federal and state agencies ("Non-Mandatory Debt Service or
Interest").  During the year ended December 31, 2008, revenue from
operations of the Local Partnerships was generally sufficient to cover operating
expenses and Mandatory Debt Service.  Most of the Local Partnerships
were effectively operating at or above break even levels, although certain Local
Partnerships' operating information reflects operating deficits that do not
represent cash deficits due to their mortgage and financing structure and the
required deferral of property management fees.  However, as discussed
below, certain Local Partnerships' operating information indicates below break
even operations after taking into account their mortgage and financing structure
and any required deferral of property management fees.  Registrant has
no legal obligation to fund any such deficits.
  13
  Item
7.  Management's Discussion and
Analysis of Financial Condition and Results of Operations
(continued).
 
 Cobbet
Hill Associates Limited Partnership (“Cobbet”) was originally financed with a
first mortgage with mandatory monthly payment terms with the Massachusetts
Housing Finance Agency (“MHFA”) and a second mortgage with MHFA under the State
Housing Assistance for Rental Production Program (the “SHARP Operating Loan”)
whereby proceeds would be advanced monthly as an operating subsidy (the
“Operating Subsidy Payments”).  The terms of the SHARP Operating Loan
called for declining Operating Subsidy Payments over its term (not more than 15
years).  However, due to the economic condition of the Northeast
region in the early 1990’s, MHFA instituted an operating deficit loan (the
“ODL”) program that supplemented the scheduled reduction in the Operating
Subsidy Payments.  Effective October 1, 1997, MHFA announced its
intention to eliminate the ODL program, such that Cobbet no longer receives the
ODL, without which Cobbet is unable to make the full mandatory debt service
payments on its first mortgage.  MHFA issued a formal notice of
default dated February 2, 2004.  The Local General Partners of Cobbet
have informed MHFA that they would transfer the ownership of the Property to the
unaffiliated management agent or to other parties, which might redevelop and
recapitalize the Property.  Registrant does not believe that it will
receive any proceeds from such a transfer.  Since the date MHFA ceased
funding the ODL through December 31, 2008, Cobbet has accumulated over
$7,800,000 of arrearages and other charges on the first mortgage; as a result of
the default, principal and accrued interest in excess of $22,000,000 in
connection with the first mortgage, the SHARP Operating Loan and the ODL are
considered currently due.  Registrant’s investment balance in Cobbet,
after cumulative equity losses, became zero during the year ended March 30,
1994.
 
 Inflation
 
 Inflation
is not expected to have a material adverse impact on Registrant's
operations.
 
 Contractual
Obligations
 
 As of
March 30, 2009, Registrant has the following contractual obligations (payments
due by period):
 
 Total
                    
                    
                    < 1 year
                    
                    
                    1 - 3 years
                    
                    
                    3 - 5 years
                    
                    
                    > 5 yearsOther
      Liabilities:Payable
      to General Partner and Affiliates (1)
                    
                    $
                    85,723
                    
                    
                    $
                    85,723
                    
                    
                    $
                    —
                    
                    
                    $
                    —
                    
                    
                    $
                    —
 
 (1)
              Such
      amounts are current liabilities.
 
 Off - Balance Sheet
Arrangements
 
 None.
  14
  Item
7.  Management's Discussion and
Analysis of Financial Condition and Results of Operations
(continued).
 
 Critical Accounting Policies
and Estimates
 
 The
accompanying financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America (“GAAP”), which
requires Registrant to make certain estimates and assumptions.  A
summary of significant accounting policies is provided in Note 1 to the
accompanying financial statements.  The following section is a summary
of certain aspects of those accounting policies that may require subjective or
complex judgments and are most important to the portrayal of Registrant’s
financial condition and results of operations.  Registrant believes
that there is a low probability that the use of different estimates or
assumptions in making these judgments would result in materially different
amounts being reported in the accompanying financial statements.
 
 ·
              Registrant
      accounts for its investment in local partnerships in accordance with the
      equity method of accounting since Registrant does not control the
      operations of a Local Partnership.
 
 ·
              If
      the book value of Registrant’s investment in a Local Partnership exceeds
      the estimated value derived by management, Registrant reduces its
      investment in any such Local Partnership and includes such reduction in
      equity in loss of investment in local partnerships.  Registrant
      makes such assessment at least annually in the fourth quarter of its
      fiscal year or whenever there are indications that a permanent impairment
      may have occurred.  A loss in value of an investment in a Local
      Partnership other than a temporary decline would be recorded as an
      impairment loss.  Impairment is measured by comparing the
      investment carrying amount to the estimated residual value of the
      investment.
 
 ·
              Registrant
      does not consolidate the accounts and activities of the Local
      Partnerships, which are considered Variable Interest Entities under
      Financial Accounting Standards Board (“FASB”) Interpretation (“FIN”) No.
      46 - Revised, “Consolidation of Variable Interest Entities” (“FIN 46(R)”),
      because Registrant is not considered the primary
      beneficiary.  Registrant’s balance in investment in local
      partnerships represents the maximum exposure to loss in connection with
      such investments.  Registrant’s exposure to loss on the Local
      Partnerships is mitigated by the condition and financial performance of
      the underlying Properties as well as the strength of the Local General
      Partners.
 
 Recent Accounting
Pronouncements
 
 In June
2006, the FASB issued FIN No. 48, “Accounting for Uncertainty in Income Taxes”
(“FIN 48”), which interprets Statement of Financial Accounting Standard (“SFAS”)
No. 109, “Accounting for Income Taxes” (“SFAS 109”).  FIN 48 requires
all taxpayers to analyze all material positions they have taken or plan to take
in all tax returns that have been filed or should have been filed with all
taxing authorities for all years still subject to challenge by those taxing
authorities.  If the position taken is “more-likely-than-not” to be
sustained by the taxing authority on its technical merits and if there is more
than a 50% likelihood that the position would be sustained if challenged and
considered by the highest court in the relevant jurisdiction, the tax
consequences of that position should be reflected in the taxpayer’s GAAP
financial statements.  Earlier proposed interpretations of SFAS 109
had recommended a “probable” standard for recognition of tax consequences rather
than the “more-likely-than-not” standard finally adopted.
 
 Because
Registrant is a pass-through entity and is not required to pay income taxes, FIN
48 does not currently have any impact on its financial statements.  On
December 30, 2008, the FASB issued Financial Staff Position (“FSP”) No. FIN
48-3: Effective Date of FASB Interpretation No. 48 for Certain Nonpublic
Enterprises, which defers the effective date of FIN 48 for nonpublic enterprises
included within the scope of FSP No. FIN 48-3 to the annual financial statements
for fiscal years beginning after December 15, 2008. The deferred effective date
is intended to give the Board additional time to develop guidance on the
application of FIN 48 by pass-through entities and not-for-profit
organizations.  Registrant may modify its disclosures if the FASB’s
guidance regarding application of FIN 48 to pass-through entities changes and is
extended to public enterprises.
 
 In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,”
(“SFAS 157”).  SFAS 157 defines fair value, establishes a framework
for measuring fair value in accordance with GAAP and expands disclosures about
fair value measurements.  SFAS 157 applies to other accounting
pronouncements that require or permit fair value
measurements.  Accordingly, SFAS 157 does not require any new fair
value measurements.  SFAS 157 is effective for fiscal years beginning
after November 15, 2007.  Registrant adopted SFAS 157 effective
March 31, 2008.  On February 6, 2008 the FASB approved the Financial
Staff Position (“FSP”) that defers the effective date of SFAS 157 by one year
for nonfinancial assets and liabilities that are recognized or disclosed at fair
value in the financial statements on a nonrecurring basis.  The
partial adoption of SFAS 157 for financial assets and liabilities did not
have a material impact on Registrant’s financial position, results of operations
or cash flows.
  15
  Item
7.  Management's Discussion and
Analysis of Financial Condition and Results of Operations
(continued).
 
 Registrant
adopted SFAS 157 as of March 31, 2008, with the exception of the application of
the statement to nonrecurring nonfinancial assets and nonfinancial
liabilities.  Nonrecurring nonfinancial assets and liabilities for
which Registrant has not applied the provisions of SFAS 157 include investment
in local partnerships, which is accounted for under the equity method of
accounting.
 
 SFAS 157
establishes a three-tier fair value hierarchy, which prioritizes the inputs used
in measuring fair value.  These tiers include: Level 1, defined as
observable inputs such as quoted prices in active markets for identical assets
or liabilities; Level 2, defined as inputs other than quoted prices for similar
assets or liabilities in active markets that are either directly or
indirectly observable; and Level 3, defined as unobservable inputs in which
little or no market data exists, therefore requiring an entity to develop its
own assumptions.
 
 Financial
assets accounted for at fair value on a recurring basis as of March 30, 2009 are
cash and cash equivalents of $1,817,949 as reflected in the accompanying balance
sheet.  Cash and cash equivalents are carried at fair value based on
quoted market prices for identical securities (Level 1 inputs).
 
 In
February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial
Assets and Financial Liabilities - including an amendment of FASB Statement No.
115” (“SFAS 159”).  SFAS 159 permits entities to choose to measure
many financial instruments and certain other items at fair value.  The
fair value election is designed to improve financial reporting by providing
entities with the opportunity to mitigate volatility in reported earnings caused
by measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions.  SFAS 159 is effective for fiscal
years beginning after November 15, 2007.  On March 31, 2008,
Registrant adopted SFAS 159 and elected not to apply the provisions of
SFAS 159 to its eligible financial assets and financial liabilities on the
date of adoption.  Accordingly, the initial application of SFAS 159
had no effect on Registrant’s financial statements.
 
 On
December 4, 2007, the FASB issued SFAS No. 141R, “Business Combinations” (“SFAS
141R”).  SFAS 141R changes the accounting for acquisitions
specifically eliminating the step acquisition model, changing the recognition of
contingent consideration from being recognized when it is probable to being
recognized at the time of acquisition, and disallowing the capitalization of
transaction costs and delays when restructurings related to acquisitions can be
recognized.  SFAS 141R is effective for fiscal years ending after
December 15, 2008.  Registrant is currently evaluating the impact of
the adoption of SFAS 141R on its financial statements.  However,
Registrant does not expect SFAS 141R to have a material impact on its financial
position or results of operations.
 
 On
December 4, 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51” (“SFAS
160”).  SFAS 160 replaces the concept of minority interest with
noncontrolling interests in subsidiaries.  Noncontrolling interests
will now be reported as a component of equity in the consolidated statement of
financial position.  Earnings attributable to noncontrolling interests
will continue to be reported as a part of consolidated earnings; however, SFAS
160 requires that income attributable to both controlling and noncontrolling
interests be presented separately on the face of the consolidated income
statement.  In addition, SFAS 160 provides that when losses
attributable to noncontrolling interests exceed the noncontrolling interest’s
basis, losses continue to be attributed to the noncontrolling interest as
opposed to being absorbed by the consolidating entity.  SFAS 160
requires retroactive adoption of the presentation and disclosure requirements
for existing minority interests.  All other requirements of SFAS 160
shall be applied prospectively.  SFAS 160 is effective for the first
annual reporting period beginning on or after December 15,
2008.  However, Registrant does not expect SFAS 160 to have a material
impact on its financial statements.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS 162”).  The current hierarchy of GAAP is
set forth in the American Institute of Certified Public Accountants (“AICPA”)
Statement on Auditing Standards (“SAS”) No. 69, “The Meaning of Present Fairly
in Conformity With Generally Accepted Accounting Principles” (“SAS
69”).  SFAS 162 is intended to improve financial reporting by
identifying a consistent framework, or hierarchy, for selecting accounting
principles to be used in preparing financial statements that are presented in
conformity with U.S. generally accepted accounting principles for
nongovernmental entities.  SFAS 162 is effective 60 days following the
Securities and Exchange Commission's (the “SEC”) approval of the Public Company
Accounting Oversight Board’s proposed amendments to SAS
69.  Registrant is currently evaluating the impact of SFAS 162 on its
financial statements, but does not believe that the adoption of SFAS 162 will
have a material effect on its financial condition or results of operations since
SFAS 162 does not directly impact the accounting principles applied in the
preparation of Registrant’s financial statements.
  16
  Item
7.  Management's Discussion and
Analysis of Financial Condition and Results of Operations
(continued).
 
 In
November 2008, the Emerging Issues Task Force (“EITF”) issued EITF
No. 08-6, “Equity Method Investment Accounting Considerations” (“EITF
08-6”), that addresses how the initial carrying value of an equity method
investment should be determined, how an impairment assessment of an underlying
indefinite-lived intangible asset of an equity method investment should be
performed, how an equity method investee’s issuance of shares should be
accounted for, and how to account for a change in an investment from the equity
method to the cost method.  EITF 08-6 shall be effective in
fiscal years beginning on or after December 15, 2008, and interim
periods within those fiscal years.  EITF 08-6 shall be applied
prospectively with early application prohibited.  The impact of
adopting EITF 08-6 is not expected to have a material impact on
Registrant’s financial condition or results of operations.
 
 In
December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)-8, “Disclosures by
Public Entities (Enterprises) about Transfers of Financial Assets and Interests
in Variable Interest Entities.”  The FSP amends SFAS No. 140 to
require public entities to provide additional disclosures about transferors’
continuing involvements with transferred financial assets.  It also
amends FIN 46(R) to require public enterprises, including sponsors that have a
variable interest in a Variable Interest Entity, to provide additional
disclosures about their involvement with Variable Interest
Entities.  The FSP also requires disclosures by a public enterprise
that is (a) a sponsor of a qualifying special-purpose entity (“SPE”) that holds
a variable interest in the qualifying SPE but was not the transferor of
financial assets to the qualifying SPE and (b) a servicer of a qualifying SPE
that holds a significant variable interest in the qualifying SPE but was not the
transferor of financial assets to the qualifying SPE.  Registrant
adopted the FSP effective December 2008; such adoption has not had an impact on
Registrant’s financial statements.
 
 In April
2009, the FASB issued FSP 107-1 and APB 28-1 “Interim Disclosures about Fair
Value of Financial Instruments.”  The FSP requires disclosure about
the method and significant assumptions used to establish the fair value of
financial instruments for interim reporting periods as well as annual
statements.  The FSP is effective for Registrant as of June 30, 2009
and will not impact Registrant’s financial condition or results of
operations.
 
 In May
2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS
165”).  SFAS 165 establishes general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued.  SFAS
165 is effective for Registrant as of June 30, 2009.  The adoption of
SFAS 165 is not expected to have a material impact on Registrant’s financial
condition or results of operations.
 
 Item
7A.  Quantitative and Qualitative
Disclosure about Market Risk.
 
 None.
  17
 
 AMERICAN
TAX CREDIT PROPERTIES L.P.
 
 Item
8.  Financial Statements and
Supplementary Data.
 
 Table of
Contents
 PageReport
      of Independent Registered Public Accounting Firm
                  19Balance
      Sheets
                  20Statements
      of Operations
                  21Statements
      of Changes in Partners' Equity (Deficit)
                  22Statements
      of Cash Flows
                  23Notes
      to Financial Statements
                  25
 
 No
financial statement schedules are included because of the absence of the
conditions under which they are required or because the information is included
in the financial statements or the notes thereto.
  18
 
 REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Partners
 American
Tax Credit Properties L.P.
 
 We have audited the accompanying
balance sheets of American Tax Credit Properties L.P. (the “Partnership”) as of
March 30, 2009 and 2008, and the related statements of operations, changes in
partners' equity (deficit) and cash flows for each of the three years in the
period ended March 30, 2009.  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 audits
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 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 American Tax Credit Properties L.P. as of March 30, 2009
and 2008, and the results of its operations, changes in partners’ equity
(deficit) and its cash flows for each of the three years in the period ended
March 30, 2009, in conformity with accounting principles generally accepted in
the United States of America.
 
 /s/Reznick Group,
P.C.
 
 Bethesda,
Maryland
 June 29,
2009
  19
 
 AMERICAN
TAX CREDIT PROPERTIES L.P.
 BALANCE
SHEETS
 MARCH
30, 2009 AND 2008
 
 Notes
                      
                      
                      2009
                      
                      
                      2008ASSETSCash
      and cash equivalents
                      
                      
                      3,8
                      
                      
                      $
                      1,817,949
                      
                      
                      $
                      2,291,787Investment
      in local partnerships
                      
                      
                      4
                      
                      
                      
                      214,487
                      
                      
                      
                      232,411$
                      2,032,436
                      
                      
                      $
                      2,524,198LIABILITIES
      AND PARTNERS’ EQUITY (DEFICIT)LiabilitiesAccounts
      payable and accrued expenses
                      
                      
                      
                      
                      
                      $
                      86,288
                      
                      
                      $
                      124,618Payable
      to general partner and affiliates
                      
                      
                      5,7
                      
                      
                      
                      85,723
                      
                      
                      
                      83,686172,011
                      
                      
                      
                      208,304Commitments
      and contingencies
                      
                      
                      7Partners’
      equity (deficit)
                      
                      
                      2General
      partner
                      
                      
                      
                      
                      
                      
                      (347,096
                      )
                      
                      
                      (342,541
                      )Limited
      partners (41,286 units of limited partnership interest
      outstanding)
                      
                      
                      
                      
                      
                      
                      2,207,521
                      
                      
                      
                      2,658,4351,860,425
                      
                      
                      
                      2,315,894$
                      2,032,436
                      
                      
                      $
                      2,524,198
 
 
 See Notes
to Financial Statements.
  20
  AMERICAN
TAX CREDIT PROPERTIES L.P.
 STATEMENTS
OF OPERATIONS
 YEARS
ENDED MARCH 30, 2009, 2008 AND 2007
  Notes
                          
                          
                          2009
                          
                          
                          2008
                          
                          
                          2007REVENUEInterest
                          
                          
                          
                          
                          $
                          19,277
                          
                          
                          $
                          110,524
                          
                          
                          $
                          130,644Other
      income from local partnerships
                          
                          
                          
                          
                          
                          31,221
                          
                          
                          
                          16,250
                          
                          
                          
                          8,750TOTAL
      REVENUE
                          
                          
                          
                          
                          
                          50,498
                          
                          
                          
                          126,774
                          
                          
                          
                          139,394EXPENSESAdministration
      fees - affiliate
                          
                          
                          5,7
                          
                          
                          
                          183,723
                          
                          
                          
                          183,723
                          
                          
                          
                          183,723Management
      fee - affiliate
                          
                          
                          5,7
                          
                          
                          
                          175,466
                          
                          
                          
                          175,466
                          
                          
                          
                          175,466Professional
      fees
                          
                          
                          
                          
                          
                          
                          73,913
                          
                          
                          
                          77,068
                          
                          
                          
                          75,251State
      of New Jersey filing fees
                          
                          
                          
                          
                          
                          
                          42,158
                          
                          
                          
                          70,239
                          
                          
                          
                          56,126Printing,
      postage and other
                          
                          
                          
                          
                          
                          
                          12,783
                          
                          
                          
                          34,844
                          
                          
                          
                          22,406TOTAL
      EXPENSES
                          
                          
                          
                          
                          
                          
                          488,043
                          
                          
                          
                          541,340
                          
                          
                          
                          512,972(437,545
                          )
                          
                          
                          (414,566
                          )
                          
                          
                          (373,578
                          )Equity
      in loss of investment in local partnerships
                          
                          
                          4
                          
                          
                          
                          (17,924
                          )
                          
                          
                          (336,032
                          )
                          
                          
                          (86,989
                          )Loss
      prior to gain on disposal of limited partner interests/local partnership
      properties
                          
                          
                          
                          
                          
                          
                          (455,469
                          )
                          
                          
                          (750,598
                          )
                          
                          
                          (460,567
                          )Gain
      on disposal of limited partner interests/local partnership
      properties
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          2,977,067NET
      INCOME (LOSS)
                          
                          
                          
                          
                          
                          
                          (455,469
                          )
                          
                          
                          (750,598
                          )
                          
                          
                          2,516,500Other
      comprehensive income, net
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          99
                          
                          
                          
                          223COMPREHENSIVE
      INCOME (LOSS)
                          
                          
                          
                          
                          
                          $
                          (455,469
                          )
                          
                          $
                          (750,499
                          )
                          
                          $
                          2,516,723NET
      INCOME (LOSS) ATTRIBUTABLE TO
                          
                          
                          2General
      partner
                          
                          
                          
                          
                          
                          $
                          (4,555
                          )
                          
                          $
                          (7,506
                          )
                          
                          $
                          25,165Limited
      partners
                          
                          
                          
                          
                          
                          
                          (450,914
                          )
                          
                          
                          (743,092
                          )
                          
                          
                          2,491,335$
                          (455,469
                          )
                          
                          $
                          (750,598
                          )
                          
                          $
                          2,516,500NET INCOME (LOSS)per
      unit of limited partnership interest (41,286 units of limited partnership
      interest)
                          
                          
                          
                          
                          
                          $
                          (10.92
                          )
                          
                          $
                          (18.00
                          )
                          
                          $
                          60.34
 
 See Notes
to Financial Statements.
  21
  AMERICAN
TAX CREDIT PROPERTIES L.P.
 STATEMENTS
OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
 YEARS
ENDED MARCH 30, 2009, 2008 AND 2007
  General
                    Partner
                
                
                Limited
                    Partners
                
                
                Accumulated
                    Other
                    Comprehensive
                    Income (Loss),
                    Net
                
                
                TotalPartners'
      equity (deficit), March 30, 2006
                
                $
                (360,200
                )
                
                $
                910,192
                
                
                $
                (322
                )
                
                $
                549,670Net
      income
                
                
                25,165
                
                
                
                2,491,335
                
                
                
                
                
                
                
                2,516,500Other
      comprehensive income, net
                
                
                
                
                
                
                
                
                
                
                223
                
                
                
                223Partners'
      equity (deficit), March 30, 2007
                
                
                (335,035
                )
                
                
                3,401,527
                
                
                
                (99
                )
                
                
                3,066,393Net
      loss
                
                
                (7,506
                )
                
                
                (743,092
                )
                
                
                
                
                
                
                (750,598
                )Other
      comprehensive income, net
                
                
                
                
                
                
                
                
                
                
                99
                
                
                
                99Partners'
      equity (deficit), March 30, 2008
                
                
                (342,541
                )
                
                
                2,658,435
                
                
                
                —
                
                
                
                2,315,894Net
      loss
                
                
                (4,555
                )
                
                
                (450,914
                )
                
                
                
                
                
                
                (455,469
                )Partners'
      equity (deficit), March 30, 2009
                
                $
                (347,096
                )
                
                $
                2,207,521
                
                
                $
                —
                
                
                $
                1,860,425
 
 See Notes
to Financial Statements.
  22
  AMERICAN
TAX CREDIT PROPERTIES L.P.
 STATEMENTS
OF CASH FLOWS
 YEARS
ENDED MARCH 30, 2009, 2008 AND 2007
 
 2009
                
                
                2008
                
                
                2007CASH
      FLOWS FROM OPERATING ACTIVITIESInterest
      received
                
                $
                19,277
                
                
                $
                109,099
                
                
                $
                126,689Cash
      paid foradministration
      fees
                
                
                (181,686
                )
                
                
                (179,386
                )
                
                
                (183,469
                )management
      fees
                
                
                (175,466
                )
                
                
                (175,466
                )
                
                
                (175,466
                )professional
      fees
                
                
                (78,390
                )
                
                
                (87,939
                )
                
                
                (57,146
                )State
      of New Jersey filing fee
                
                
                (52,011
                )
                
                
                (71,925
                )
                
                
                (57,009
                )printing,
      postage and other expenses
                
                
                (36,783
                )
                
                
                (11,006
                )
                
                
                (22,406
                )Net
      cash used in operating activities
                
                
                (505,059
                )
                
                
                (416,623
                )
                
                
                (368,807
                )CASH
      FLOWS FROM INVESTING ACTIVITIESDistributions
      received from local partnerships
                
                
                31,221
                
                
                
                39,113
                
                
                
                21,570Proceeds
      in connection with disposal of limited partner interests/local partnership
      properties
                
                
                
                
                
                
                11,547
                
                
                
                2,965,520Voluntary
      advances to local partnerships
                
                
                
                
                
                
                (266,286
                )
                
                
                (80,584
                )Maturities/redemptions
      and sales of bonds
                
                
                
                
                
                
                109,000
                
                
                
                21,000Net
      cash provided by (used in) investing activities
                
                
                31,221
                
                
                
                (106,626
                )
                
                
                2,927,506Net
      increase (decrease) in cash and cash equivalents
                
                
                (473,838
                )
                
                
                (523,249
                )
                
                
                2,558,699Cash
      and cash equivalents at beginning of year
                
                
                2,291,787
                
                
                
                2,815,036
                
                
                
                256,337CASH
      AND CASH EQUIVALENTS AT END OF YEAR
                
                $
                1,817,949
                
                
                $
                2,291,787
                
                
                $
                2,815,036SIGNIFICANT
      NON-CASH INVESTING ACTIVITIESUnrealized
      gain on investments in bonds, net
                
                
                
                
                
                $
                99
                
                
                $
                223Increase
      in due from local partnership
                
                
                
                
                
                
                
                
                
                $
                11,547
 See
reconciliation of net income (loss) to net cash used in operating activities on
page 24.
 
 See Notes
to Financial Statements.
  23
  AMERICAN
TAX CREDIT PROPERTIES L.P.
 STATEMENTS
OF CASH FLOWS - (Continued)
 YEARS
ENDED MARCH 30, 2009, 2008 AND 2007
 
 2009
                
                
                2008
                
                
                2007RECONCILIATION
      OF NET INCOME (LOSS) TO NET CASH USED IN OPERATING
    ACTIVITIESNet
      income (loss)
                
                $
                (455,469
                )
                
                $
                (750,598
                )
                
                $
                2,516,500Adjustments
      to reconcile net income (loss) to net cash used in operating
      activitiesEquity
      in loss of investment in local partnerships
                
                
                17,924
                
                
                
                336,032
                
                
                
                86,989Gain
      on disposal of limited partner interests/local partnership
      properties
                
                
                
                
                
                
                
                
                
                
                (2,977,067
                )Distributions
      from local partnerships classified as other income
                
                
                (31,221
                )
                
                
                (16,250
                )
                
                
                (8,750
                )Amortization
      of net premium on investments in bonds
                
                
                
                
                
                
                
                
                
                
                238Accretion
      of zero coupon bonds
                
                
                
                
                
                
                (1,425
                )
                
                
                (4,847
                )Decrease
      in interest receivable
                
                
                
                
                
                
                
                
                
                
                654Increase
      (decrease) in accounts payable and accrued expenses
                
                
                (38,330
                )
                
                
                11,281
                
                
                
                17,222Increase
      in payable to general partner and affiliates
                
                
                2,037
                
                
                
                4,337
                
                
                
                254NET
      CASH USED IN OPERATING ACTIVITIES
                
                $
                (505,059
                )
                
                $
                (416,623
                )
                
                $
                (368,807
                )
 
 See Notes
to Financial Statements.
  24
  AMERICAN
TAX CREDIT PROPERTIES L.P.
 NOTES
TO FINANCIAL STATEMENTS
 MARCH
30, 2009, 2008 AND 2007
 
 1.
              Organization,
      Purpose and Summary of Significant Accounting
  Policies
 
 American
Tax Credit Properties L.P. (the "Partnership") was formed on February 12, 1988
and the Certificate of Limited Partnership of the Partnership was filed under
the Delaware Revised Uniform Limited Partnership Act.  There was no
operating activity until admission of the limited partners (the “Limited
Partners”) on August 19, 1988.  The Partnership was formed to invest
primarily in leveraged low-income multifamily residential complexes (the
"Property" or "Properties") that qualified for the low-income tax credit in
accordance with Section 42 of the Internal Revenue Code (the “Low-income Tax
Credit”), through the acquisition of limited partner equity interests (the
"Local Partnership Interests") in partnerships (the "Local Partnership" or
"Local Partnerships") that are the owners of the Properties.  In
addition, the Partnership invested in one Local Partnership whose Property also
qualified for the historic rehabilitation tax credit in accordance with Section
47 of the Internal Revenue Code of 1986.  Richman Tax Credit
Properties L.P. (the "General Partner") was formed on February 10, 1988 to act
as the General Partner of the Partnership.
 
 Basis of Accounting and
Fiscal Year
 
 The
Partnership's records are maintained on the accrual basis of accounting for both
financial reporting and tax purposes.  For financial reporting
purposes, the Partnership's fiscal year ends March 30 and its quarterly periods
end June 29, September 29 and December 30.  The Local Partnerships
have a calendar year for financial reporting purposes.  The
Partnership and the Local Partnerships each have a calendar year for income tax
purposes.
 
 Investment in Local
Partnerships
 
 The
Partnership accounts for its investment in local partnerships in accordance with
the equity method of accounting, under which the investment is carried at cost
and is adjusted for the Partnership's share of each Local Partnership’s results
of operations and by cash distributions received.  Equity in loss of
each investment in Local Partnership allocated to the Partnership is generally
recognized to the extent of the Partnership’s investment balance in each Local
Partnership.  Equity in loss in excess of the Partnership’s investment
balance in a Local Partnership is allocated to other partners’ capital in any
such Local Partnership.  Previously unrecognized equity in loss of any
Local Partnership is recognized in the fiscal year in which equity in income is
earned by such Local Partnership or additional investment is made by the
Partnership.  Distributions received subsequent to the elimination of
an investment balance for any such investment in a Local Partnership are
recorded as other income from local partnerships.
 
 The
Partnership assesses the carrying value of its investment in local partnerships
at least annually in the fourth quarter of its fiscal year or whenever there are
indications that a permanent impairment may have occurred.  If the
carrying value of an investment in a Local Partnership exceeds the estimated
value derived by management, the Partnership reduces its investment in any such
Local Partnership and includes such reduction in equity in loss of investment in
local partnerships.  A loss in value of an investment in a Local
Partnership other than a temporary decline would be recorded as an impairment
loss.  Impairment is measured by comparing the investment carrying amount
to the estimated residual value of the investment.
 
 The
Partnership does not consolidate the accounts and activities of the Local
Partnerships, which are considered Variable Interest Entities under Financial
Accounting Standards Board (“FASB”) Interpretation (“FIN”) No. 46 - Revised,
“Consolidation of Variable Interest Entities” (“FIN 46(R)”) because the
Partnership is not considered the primary beneficiary.  The
Partnership's balance in investment in local partnerships represents the maximum
exposure to loss in connection with such investments.  The
Partnership's exposure to loss on the Local Partnerships is mitigated by the
condition and financial performance of the underlying Properties as well as the
strength of the local general partners (the “Local General
Partners”).
 
 Advances
and additional capital contributions (collectively the “Advances”) that are not
required under the terms of the Local Partnerships’ partnership agreements but
which are made to the Local Partnerships are recorded as investment in local
partnerships.  Certain Advances are considered by the Partnership to
be voluntary loans to the respective Local Partnerships and the Partnership may
be reimbursed at a future date to the extent such Local Partnerships generate
distributable cash flow or receive proceeds from sale or
refinancing.  The Partnership recognizes additional equity in loss of
investment in local partnerships to the extent of such
Advances.
  25
  AMERICAN
TAX CREDIT PROPERTIES L.P.
 NOTES
TO FINANCIAL STATEMENTS - (Continued)
 MARCH
30, 2009, 2008 AND 2007
 
 1.
              Organization,
      Purpose and Summary of Significant Accounting Policies
      (continued)
 
 Cash and Cash
Equivalents
 
 The
Partnership considers all highly liquid investments purchased with an original
maturity of three months or less at the date of acquisition to be cash
equivalents.  Cash and cash equivalents are stated at cost, which
approximates market value.
 
 Investments in
Bonds
 
 Investments
in bonds were classified as available-for-sale; the Partnership’s intent was to
hold such investments for an indefinite period of time but not necessarily to
maturity.  Any decision to sell an investment was based on various
factors, including significant movements in interest rates and liquidity
needs.  Investments in bonds were carried at estimated fair value and
unrealized gains or losses were included as items of comprehensive income (loss)
and were reported as a separate component of partners’ equity
(deficit).
 
 Premiums
and discounts on investments in bonds were amortized (accreted) using the
effective yield method over the life of the investment.  Amortized
premiums offset interest revenue, while the accretion of discounts and zero
coupon bonds were included in interest revenue.  Realized gain (loss)
on redemptions or sales of investments in bonds were included in, or offset
against, interest revenue on the basis of the adjusted cost of each specific
investment redeemed or sold.  All such investments had matured as of
March 30, 2008.
 
 Income
Taxes
 
 No
provision or benefit for income taxes has been made because all income and
losses are allocated to the partners for inclusion in their respective tax
returns.  In accordance with Statement of Financial Accounting
Standard (“SFAS”) No. 109, “Accounting for Income Taxes” (SFAS 109”), the
Partnership has included in Note 6 disclosures related to differences in the
financial and tax bases of accounting.  In June 2006, the FASB issued
FIN No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”), an
interpretation of SFAS 109.  FIN 48 provides guidance for how
uncertain tax positions should be recognized, measured, presented and disclosed
in the financial statements.  FIN 48 requires the evaluation of tax
positions taken or expected to be taken in the course of preparing the
Partnership’s tax returns to determine whether the tax positions are
more-likely-than-not of being sustained upon examination by the applicable tax
authority, based on the tax authority, based on the technical merits of the tax
position, and then recognizing the tax benefit that is more-likely-than-not to
be to be realized.  Tax positions not deemed to meet the
more-likely-than-not threshold would be recorded as a tax expense in the current
reporting period.  As required, the Partnership adopted FIN 48
effective March 31, 2008 and concluded that the effect is not material to its
financial statements.  Accordingly, no cumulative effect adjustment
related to the adoption of FIN 48 was recorded.
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America (“GAAP”) requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of the date
of the financial statements and the reported amounts of revenue and expenses
during the reporting period.  Actual results could differ from those
estimates.
 
 Reclassifications
 
 Certain
prior year amounts have been reclassified to conform to the current year
presentation.
  26


AMERICAN
TAX CREDIT PROPERTIES L.P.


NOTES
TO FINANCIAL STATEMENTS - (Continued)


MARCH
30, 2009, 2008 AND 2007





1.
            Organization,
      Purpose and Summary of Significant Accounting Policies
      (continued)





Recent Accounting
Pronouncements





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





The
Partnership adopted SFAS 157 as of March 31, 2008, with the exception of the
application of the statement to nonrecurring nonfinancial assets and
nonfinancial liabilities.  Nonrecurring nonfinancial assets and
liabilities for which the Partnership has not applied the provisions of SFAS 157
include investment in local partnerships, which is accounted for under the
equity method of accounting.





SFAS 157
establishes a three-tier fair value hierarchy, which prioritizes the inputs used
in measuring fair value.  These tiers include: Level 1, defined as
observable inputs such as quoted prices in active markets for identical assets
or liabilities; Level 2, defined as inputs other than quoted prices for similar
assets or liabilities in active markets that are either directly or
indirectly observable; and Level 3, defined as unobservable inputs in which
little or no market data exists, therefore requiring an entity to develop its
own assumptions.





Financial
assets accounted for at fair value on a recurring basis as of March 30, 2009 are
cash and cash equivalents of $1,817,949 as reflected in the accompanying balance
sheet.  Cash and cash equivalents are carried at fair value based on
quoted market prices for identical securities (Level 1
inputs).





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





In
December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)-8, “Disclosures by
Public Entities (Enterprises) about Transfers of Financial Assets and Interests
in Variable Interest Entities.”  The FSP amends SFAS No. 140 to
require public entities to provide additional disclosures about transferors’
continuing involvements with transferred financial assets.  It also
amends FIN 46(R) to require public enterprises, including sponsors that have a
variable interest in a Variable Interest Entity, to provide additional
disclosures about their involvement with Variable Interest
Entities.  The FSP also requires disclosures by a public enterprise
that is (a) a sponsor of a qualifying special-purpose entity (“SPE”) that holds
a variable interest in the qualifying SPE but was not the transferor of
financial assets to the qualifying SPE and (b) a servicer of a qualifying SPE
that holds a significant variable interest in the qualifying SPE but was not the
transferor of financial assets to the qualifying SPE.  The Partnership
adopted the FSP effective December 2008; such adoption has not had an impact on
the Partnership’s financial statements.


27





AMERICAN
TAX CREDIT PROPERTIES L.P.


NOTES
TO FINANCIAL STATEMENTS - (Continued)


MARCH
30, 2009, 2008 AND 2007





2.
            Capital
      Contributions





On May
11, 1988, the Partnership commenced the offering of units (the "Units") through
Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Selling
Agent").  On August 19, 1988 and November 15, 1988, under the terms of
the Amended and Restated Agreement of Limited Partnership of the Partnership
(the "Partnership Agreement"), the General Partner admitted the Limited Partners
to the Partnership in two closings.  At these closings, subscriptions
for a total of 41,286 Units representing $41,286,000 in Limited Partners’
capital contributions were accepted.  In connection with the offering
of Units, the Partnership incurred organization and offering costs of
$4,781,252, of which $75,000 was capitalized as organization costs and
$4,706,252 was charged to the Limited Partners' equity as syndication
costs.  The Partnership received a capital contribution of $100 from
the General Partner.





Net loss
is allocated 99% to the Limited Partners and 1% to the General Partner in
accordance with the Partnership Agreement.





3.
            Cash
      and Cash Equivalents





As of
March 30, 2009, the Partnership has $1,817,949 in cash and cash equivalents held
in interest bearing accounts.  Of such amount, approximately
$1,789,000 is held in a financial institution in which such amount is invested
in a portfolio of securities that are direct obligations of the U.S. Treasury
and are backed by the full faith and credit of the United States of
America.  Approximately $29,000 is held in a financial institution
insured by the Securities Investor Protection Corporation
(“SIPC”).  Such accounts have coverage which is limited to $500,000;
while SIPC provides insurance for funds which are misappropriated, it does not
insure amounts which may be lost as a result of changes in market
conditions.





4.
            Investment
      in Local Partnerships





As of
March 30, 2009, the Partnership owns a Local Partnership Interest in the
following Local Partnerships:





1.
                    
                    Cityside
      Apartments, L.P.*;2.
                    
                    Cobbet
      Hill Associates Limited Partnership (“Cobbet”)*;3.
                    
                    Dunbar
      Limited Partnership;4.
                    
                    Dunbar
      Limited Partnership No. 2;5.
                    
                    Federal
      Apartments Limited Partnership;6.
                    
                    Golden
      Gates Associates;7.
                    
                    Gulf
      Shores Apartments Ltd.;8.
                    
                    Madison-Bellefield
      Associates;9.
                    
                    Pine
      Hill Estates Limited Partnership;10.
                    
                    Santa
      Juanita Limited Dividend Partnership L.P. (“Santa
    Juanita”);11.
                    
                    Vista
      del Mar Limited Dividend Partnership L.P. (“Vista del Mar”);
      and12.
                    
                    Winnsboro
      Homes Limited Partnership.*An
      affiliate of the General Partner is a general partner of and/or provides
      services to the Local
Partnership.





Although
the Partnership generally owns a 98.9%-99% Local Partnership Interest in the
Local Partnerships, the Partnership and American Tax Credit Properties II L.P.
("ATCP II"), a Delaware limited partnership whose general partner is affiliated
with the General Partner, together, in the aggregate, own a 99% interest in
Santa Juanita; the ownership percentages of the Partnership and ATCP II of Santa
Juanita are 34.64% and 64.36%, respectively.





The
Properties are principally comprised of subsidized and leveraged low-income
multifamily residential complexes located throughout the United States and
Puerto Rico.  The rents of the Properties are controlled by federal
and state agencies pursuant to applicable laws and regulations.  Under
the terms of each of the Local Partnership’s partnership agreements, as of March
30, 2009 the Partnership is committed to make capital contributions in the
aggregate amount of $36,228,149, which includes Advances to certain Local
Partnerships and all of which has been paid.  As of December 31, 2008,
the Local Partnerships have outstanding mortgage loans payable totaling
approximately $54,374,000 and accrued interest payable on such loans totaling
approximately $13,674,000, which are secured by security interests and liens
common to mortgage loans on the Local Partnerships' real property and other
assets.


28





AMERICAN
TAX CREDIT PROPERTIES L.P.


NOTES
TO FINANCIAL STATEMENTS - (Continued)


MARCH
30, 2009, 2008 AND 2007





4.
            Investment
      in Local Partnerships (continued)





Cobbet
was originally financed with a first mortgage with mandatory monthly payment
terms with the Massachusetts Housing Finance Agency (“MHFA”) and a second
mortgage with MHFA under the State Housing Assistance for Rental Production
Program (the “SHARP Operating Loan”) whereby proceeds would be advanced monthly
as an operating subsidy (the “Operating Subsidy Payments”).  The terms
of the SHARP Operating Loan called for declining Operating Subsidy Payments over
its term (not more than 15 years).  However, due to the economic
condition of the Northeast region in the early 1990’s, MHFA instituted an
operating deficit loan (the “ODL”) program that supplemented the scheduled
reduction in the Operating Subsidy Payments.  Effective October 1,
1997, MHFA announced its intention to eliminate the ODL program, such that
Cobbet no longer receives the ODL, without which Cobbet is unable to make the
full mandatory debt service payments on its first mortgage.  MHFA
issued a formal notice of default dated February 2, 2004.  The Local
General Partners of Cobbet have informed MHFA that they would transfer the
ownership of the Property to the unaffiliated management agent or to other
parties, which might redevelop and recapitalize the Property.  The
Partnership does not believe that it will receive any proceeds from such a
transfer.  Since the date MHFA ceased funding the ODL through December
31, 2008, Cobbet has accumulated over $7,800,000 of arrearages and other charges
on the first mortgage; as a result of the default, principal and accrued
interest in excess of $22,000,000 in connection with the first mortgage, the
SHARP Operating Loan and the ODL are considered currently
due.  Cumulative Advances made by the Partnership to Cobbet as of
March 30, 2009 and 2008 total $392,829, none of which were made during the three
year period ended March 30, 2009.  Such Advances were recorded as
investment in local partnerships and were written off as additional equity in
loss of investment in local partnerships.     The
Partnership’s investment balance in Cobbet, after cumulative equity losses,
became zero during the year ended March 30, 1994.





During
the year ended March 30, 2008, the Partnership made an Advance of $266,286 to
Vista del Mar in connection with a restructuring of Vista del Mar’s HUD-insured
first mortgage.  Such Advance was recorded as investment in local
partnerships and was written off as additional equity in loss of investment in
local partnerships (see Note 1).  The Partnership’s investment balance
in Vista del Mar, after cumulative equity losses, became zero during the year
ended March 30, 2001.  Vista del Mar has made certain payments to the
Partnership during the year ended March 30, 2009, with interest, in connection
with the Advance.  All amounts received by the Partnership have been
recorded as other income from local partnerships in the accompanying statement
of operations of the Partnership for the year ended March 30, 2009.





The
Partnership withdrew as a limited partner in Grove Park Housing, A California
Limited Partnership (“Grove Park”) in April 2006 and received $2,363,851, which
amount is included in gain on disposal of limited partner interests/local
partnership properties in the accompanying statement of operations of the
Partnership for the year ended March 30, 2007.  The Partnership’s
investment balance in Grove Park, after cumulative equity losses, became zero
during the year ended March 30, 1995.





The
Partnership made Advances of $80,584 during the year ended March 30, 2007 to
4611 South Drexel Limited Partnership (“South Drexel”) to fund operating
deficits.  Cumulative Advances to South Drexel were $1,002,535 as of
March 30, 2007.  The Partnership’s investment balance in South Drexel,
after cumulative equity losses, became zero during the year ended March 30, 1996
and Advances made by the Partnership were recorded as investment in local
partnerships and were offset by additional equity in loss of investment in local
partnerships (see Note 1).  In October 2006, the Property owned by
South Drexel was sold, in connection with which South Drexel recognized a gain
of $1,703,763 as reflected in the combined statement of operations of the Local
Partnerships for the year ended December 31, 2006 herein Note 4.  The
Partnership received $613,216, which amount is included in gain on disposal of
limited partner interests/local partnership properties in the accompanying
statement of operations of the Partnership for the year ended March 30, 2007, of
which $11,547 was reflected as due from local partnership in the balance sheet
of the Partnership as of March 30, 2007 and which amount was received during the
year ended March 30, 2008.





Equity
in loss of investment in local partnerships is limited to the Partnership's
investment balance in each Local Partnership; any excess is applied to other
partners' capital in any such Local Partnership (see Note 1).  The
amount of such excess losses applied to other partners' capital was $3,519,891,
$3,215,424 and $3,578,976 for the years ended December 31, 2008, 2007 and 2006,
respectively, as reflected in the combined statements of operations of the Local
Partnerships herein Note 4.





The
combined balance sheets of the Local Partnerships as of December 31, 2008 and
2007 and the combined statements of operations of the Local Partnerships for the
years ended December 31, 2008, 2007 and 2006 are reflected on pages 30 and 31,
respectively.


29





AMERICAN
TAX CREDIT PROPERTIES L.P.


NOTES
TO FINANCIAL STATEMENTS - (Continued)


MARCH
30, 2009, 2008 AND 2007





4.
            Investment
      in Local Partnerships (continued)





The
combined balance sheets of the Local Partnerships as of December 31, 2008 and
2007 are as follows:





2008
                
                
                2007ASSETSCash
      and cash equivalents
                
                $
                645,460
                
                
                $
                404,629Rents
      receivable
                
                
                143,602
                
                
                
                227,596Escrow
      deposits and reserves
                
                
                4,289,225
                
                
                
                2,752,516Land
                
                
                2,476,862
                
                
                
                2,476,862Buildings
      and improvements (net of accumulated depreciation of $59,552,013 and
      $56,264,959)
                
                
                26,849,471
                
                
                
                29,626,207Intangible
      assets (net of accumulated amortization of $489,426 and
      $584,562)
                
                
                763,201
                
                
                
                814,725Other
      assets
                
                
                595,014
                
                
                
                644,635$
                35,762,835
                
                
                $
                36,947,170LIABILITIES
      AND PARTNERS' EQUITY (DEFICIT)LiabilitiesAccounts
      payable and accrued expenses
                
                $
                1,095,096
                
                
                $
                1,160,232Due
      to related parties
                
                
                4,712,582
                
                
                
                4,808,506Mortgage
      loans
                
                
                54,374,460
                
                
                
                54,003,733Notes
      payable
                
                
                1,302,543
                
                
                
                951,707Accrued
      interest
                
                
                13,674,386
                
                
                
                12,067,359Other
      liabilities
                
                
                249,335
                
                
                
                243,91675,408,402
                
                
                
                73,235,453Partners'
      equity (deficit)American
      Tax Credit Properties L.P.Capital
      contributions, net of distributions
                
                
                23,846,457
                
                
                
                23,580,170Cumulative
      loss
                
                
                (23,097,805
                )
                
                
                (23,079,881
                )748,652
                
                
                
                500,289General
      partners and other limited partnersCapital
      contributions, net of distributions
                
                
                1,104,769
                
                
                
                1,104,769Cumulative
      loss
                
                
                (41,498,988
                )
                
                
                (37,893,341
                )(40,394,219
                )
                
                
                (36,788,572
                )(39,645,567
                )
                
                
                (36,288,283
                )$
                35,762,835
                
                
                $
                36,947,170





30





AMERICAN
TAX CREDIT PROPERTIES L.P.


NOTES
TO FINANCIAL STATEMENTS - (Continued)


MARCH
30, 2009, 2008 AND 2007





4.
            Investment
      in Local Partnerships (continued)





The
combined statements of operations of the Local Partnerships for the years ended
December 31, 2008, 2007 and 2006
are as follows:





2008
                
                
                2007
                
                
                2006REVENUERental
                
                $
                11,210,753
                
                
                $
                11,101,351
                
                
                $
                11,267,574Interest
      and other
                
                
                238,868
                
                
                
                256,493
                
                
                
                316,969TOTAL
      REVENUE
                
                
                11,449,621
                
                
                
                11,357,844
                
                
                
                11,584,543EXPENSESAdministrative
                
                
                2,570,853
                
                
                
                2,299,410
                
                
                
                2,338,155Utilities
                
                
                1,387,111
                
                
                
                1,295,784
                
                
                
                1,371,016Operating
      and maintenance
                
                
                3,225,325
                
                
                
                3,361,434
                
                
                
                3,324,437Taxes
      and insurance
                
                
                1,058,450
                
                
                
                1,073,980
                
                
                
                1,203,165Financial
                
                
                3,485,837
                
                
                
                3,667,574
                
                
                
                4,014,578Depreciation
      and amortization
                
                
                3,345,616
                
                
                
                3,285,059
                
                
                
                3,424,564TOTAL
      EXPENSES
                
                
                15,073,192
                
                
                
                14,983,241
                
                
                
                15,675,915Loss
      from operations before gain on sale of property
                
                
                (3,623,571
                )
                
                
                (3,625,397
                )
                
                
                (4,091,372
                )Gain
      on sale of property
                
                
                —
                
                
                
                —
                
                
                
                1,703,763NET
      LOSS
                
                $
                (3,623,571
                )
                
                $
                (3,625,397
                )
                
                $
                (2,387,609
                )NET
      INCOME (LOSS) ATTRIBUTABLE TOAmerican
      Tax Credit Properties L.P.*
                
                $
                (17,924
                )
                
                $
                (336,032
                )
                
                $
                1,251,792General
      partners and other limited partners, which includes Partnership loss in
      excess of investment of $3,519,891,  $3,215,424 and
      $3,578,976
                
                
                (3,605,647
                )
                
                
                (3,289,365
                )
                
                
                (3,639,401
                )$
                (3,623,571
                )
                
                $
                (3,625,397
                )
                
                $
                (2,387,609
                )





*The
2006 amount includes an allocation of income from South Drexel, whose Property
was sold (see discussion above herein Note 4).  Because the
Partnership’s investment balance in South Drexel was zero at the date of sale,
the Partnership recognized the cash received in connection with the sale as
income and recognized the loss allocation from operations of the Local
Partnerships, which loss for the year ended December 31, 2006 was
$86,989.


31





AMERICAN
TAX CREDIT PROPERTIES L.P.


NOTES
TO FINANCIAL STATEMENTS - (Continued)


MARCH
30, 2009, 2008 AND 2007





4.
            Investment
      in Local Partnerships (continued)





Investment
activity with respect to each Local Partnership for the year ended March 30,
2009 is as follows:





Name of Local Partnership
                
                Investment in
                  Local
                  Partnership
                  balance as of
                  March 30,
                  2008
                
                
                Investments
                  (voluntary
                  advances)
                  during the year
                  ended
                  March 30,
                  2009
                
                
                Partnership's
                    equity in loss
                    forthe year
                    ended
                    December 31,
                    2008
                
                
                Cash
                    distributions
                    received during
                    the year ended
                    March 30,
                    2009
                
                
                Cash
                    distributions
                    classified as
                    other income
                    during the
                    year ended
                    March 30,
                    2009
                
                
                Investment in
                  Local Partnership
                  balance as of
                  March 30,
                  2009Cityside
      Apartments, L.P.
                
                $
                —
                
                
                $
                —
                
                
                $
                —
                (1)
                
                $
                —
                
                
                $
                —
                
                
                $
                —Cobbet
      Hill Associates Limited Partnership
                
                
                —
                
                
                
                —
                
                
                
                —
                (1)
                
                
                —
                
                
                
                —
                
                
                
                —Dunbar
      Limited Partnership
                
                
                —
                
                
                
                —
                
                
                
                —
                (1)
                
                
                —
                
                
                
                —
                
                
                
                —Dunbar
      Limited Partnership No. 2
                
                
                —
                
                
                
                —
                
                
                
                —
                (1)
                
                
                —
                
                
                
                —
                
                
                
                —Federal
      Apartments Limited Partnership
                
                
                —
                
                
                
                —
                
                
                
                —
                (1)
                
                
                —
                
                
                
                —
                
                
                
                —Golden
      Gates Associates
                
                
                —
                
                
                
                —
                
                
                
                —
                (1)
                
                
                —
                
                
                
                —
                
                
                
                —Gulf
      Shores Apartments Ltd.
                
                
                —
                
                
                
                —
                
                
                
                —
                (1)
                
                
                —
                
                
                
                —
                
                
                
                —Madison-Bellefield
      Associates
                
                
                232,411
                
                
                
                —
                
                
                
                (17,924
                )
                
                
                —
                
                
                
                —
                
                
                
                214,487Pine
      Hill Estates Limited Partnership
                
                
                —
                
                
                
                —
                
                
                
                —
                (1)
                
                
                (2,500
                )
                
                
                2,500
                
                
                
                —Santa
      Juanita Limited Dividend Partnership L.P.
                
                
                —
                
                
                
                —
                
                
                
                —
                (1)
                
                
                —
                
                
                
                —
                
                
                
                —Vista
      del Mar Limited Dividend Partnership L.P.
                
                
                —
                
                
                
                —
                
                
                
                —
                (1)
                
                
                (28,721
                )
                
                
                28,721
                
                
                
                —Winnsboro
      Homes Limited Partnership
                
                
                —
                
                
                
                —
                
                
                
                —
                (1)
                
                
                —
                
                
                
                —
                
                
                
                —$
                232,411
                
                
                $
                —
                
                
                $
                (17,924
                )
                
                $
                (31,221
                )
                
                $
                31,221
                
                
                $
                214,487





(1)
            Additional
      equity in loss of investment is not allocated to the Partnership until
      equity in income is earned or additional investment is made by the
      Partnership.




32





AMERICAN
TAX CREDIT PROPERTIES L.P.


NOTES
TO FINANCIAL STATEMENTS - (Continued)


MARCH
30, 2009, 2008 AND 2007





4.
            Investment
      in Local Partnerships (continued)





Investment
activity with respect to each Local Partnership for the year ended March 30,
2008 is as follows:





Name of Local Partnership
                
                Investment in
                  Local
                  Partnership
                  balance as of
                  March 30,
                  2007
                
                
                Investments
                  (voluntary
                  advances)
                  during the year
                  ended
                  March 30,
                  2008
                
                
                Partnership's
                    equity in loss
                    forthe yearended
                    December 31,
                    2007
                
                
                Cash
                    distributions
                    received during
                    the year ended
                    March 30,
                    2008
                
                
                Cash
                    distributions
                    classified as
                    other income
                    during the
                    year ended
                    March 30,
                    2008
                
                
                Investment in
                  Local Partnership
                  balance as of
                  March 30,
                  2008Cityside
      Apartments, L.P.
                
                $
                —
                
                
                $
                —
                
                
                $
                —
                (1)
                
                $
                —
                
                
                $
                —
                
                
                $
                —Cobbet
      Hill Associates Limited Partnership
                
                
                —
                
                
                
                —
                
                
                
                —
                (1)
                
                
                —
                
                
                
                —
                
                
                
                —Dunbar
      Limited Partnership
                
                
                —
                
                
                
                —
                
                
                
                —
                (1)
                
                
                —
                
                
                
                —
                
                
                
                —Dunbar
      Limited Partnership No. 2
                
                
                —
                
                
                
                —
                
                
                
                —
                (1)
                
                
                —
                
                
                
                —
                
                
                
                —Federal
      Apartments Limited Partnership
                
                
                —
                
                
                
                —
                
                
                
                —
                (1)
                
                
                —
                
                
                
                —
                
                
                
                —Golden
      Gates Associates
                
                
                —
                
                
                
                —
                
                
                
                —
                (1)
                
                
                —
                
                
                
                —
                
                
                
                —Gulf
      Shores Apartments Ltd.
                
                
                —
                
                
                
                —
                
                
                
                —
                (1)
                
                
                —
                
                
                
                —
                
                
                
                —Madison-Bellefield
      Associates
                
                
                325,020
                
                
                
                —
                
                
                
                (69,746
                )
                
                
                (22,863
                )
                
                
                —
                
                
                
                232,411Pine
      Hill Estates Limited Partnership
                
                
                —
                
                
                
                —
                
                
                
                —
                (1)
                
                
                (12,500
                )
                
                
                12,500
                
                
                
                —Santa
      Juanita Limited Dividend Partnership L.P.
                
                
                —
                
                
                
                —
                
                
                
                —
                (1)
                
                
                —
                
                
                
                —
                
                
                
                —Vista
      del Mar Limited Dividend Partnership L.P.
                
                
                —
                
                
                
                266,286
                
                
                
                (266,286
                )(2)
                
                
                —
                
                
                
                —
                
                
                
                —Winnsboro
      Homes Limited Partnership
                
                
                —
                
                
                
                —
                
                
                
                —
                (1)
                
                
                (3,750
                )
                
                
                3,750
                
                
                
                —$
                325,020
                
                
                $
                266,286
                
                
                $
                (336,032
                )
                
                $
                (39,113
                )
                
                $
                16,250
                
                
                $
                232,411





(1)
            Additional
      equity in loss of investment is not allocated to the Partnership until
      equity in income is earned or additional investment is made by the
      Partnership.


(2)
            The
      Partnership’s equity in loss of an investment in a Local Partnership is
      limited to the remaining investment
balance.


33





AMERICAN
TAX CREDIT PROPERTIES L.P.


NOTES
TO FINANCIAL STATEMENTS - (Continued)


MARCH
30, 2009, 2008 AND 2007





4.
            Investment in Local
      Partnerships (continued)





Property
information for each Local Partnership as of December 31, 2008 is as
follows:





Name of Local Partnership
                  
                  Mortgage
                      loans payable
                  
                  
                  Land
                  
                  
                  Buildings and
                      improvements
                  
                  
                  Accumulated
                      depreciationCityside
      Apartments, L.P.
                  
                  $
                  6,435,994
                  
                  
                  
                  131,591
                  
                  
                  
                  14,008,477
                  
                  
                  
                  (9,619,846
                  )Cobbet
      Hill Associates Limited Partnership
                  
                  
                  12,969,740
                  
                  
                  
                  504,683
                  
                  
                  
                  17,143,387
                  
                  
                  
                  (12,204,549
                  )Dunbar
      Limited Partnership
                  
                  
                  4,898,560
                  
                  
                  
                  117,126
                  
                  
                  
                  7,266,843
                  
                  
                  
                  (4,593,077
                  )Dunbar
      Limited Partnership No. 2
                  
                  
                  5,232,497
                  
                  
                  
                  131,920
                  
                  
                  
                  7,507,820
                  
                  
                  
                  (5,027,758
                  )Federal
      Apartments Limited Partnership
                  
                  
                  5,776,587
                  
                  
                  
                  279,750
                  
                  
                  
                  9,052,752
                  
                  
                  
                  (6,295,019
                  )Golden
      Gates Associates
                  
                  
                  4,257,515
                  
                  
                  
                  29,585
                  
                  
                  
                  5,934,813
                  
                  
                  
                  (4,325,128
                  )Gulf
      Shores Apartments Ltd.
                  
                  
                  1,434,070
                  
                  
                  
                  172,800
                  
                  
                  
                  1,802,416
                  
                  
                  
                  (1,286,643
                  )Madison-Bellefield
      Associates
                  
                  
                  2,190,175
                  
                  
                  
                  245,000
                  
                  
                  
                  6,155,606
                  
                  
                  
                  (4,281,831
                  )Pine
      Hill Estates Limited Partnership
                  
                  
                  2,164,894
                  
                  
                  
                  40,000
                  
                  
                  
                  3,969,099
                  
                  
                  
                  (2,792,117
                  )Santa
      Juanita Limited Dividend Partnership L.P.
                  
                  
                  1,420,421
                  
                  
                  
                  228,718
                  
                  
                  
                  2,490,949
                  
                  
                  
                  (1,693,825
                  )Vista
      del Mar Limited Dividend Partnership L.P.
                  
                  
                  5,602,246
                  
                  
                  
                  565,689
                  
                  
                  
                  8,906,517
                  
                  
                  
                  (6,130,653
                  )Winnsboro
      Homes Limited Partnership
                  
                  
                  1,991,761
                  
                  
                  
                  30,000
                  
                  
                  
                  2,162,805
                  
                  
                  
                  (1,301,567
                  )$
                  54,374,460
                  
                  
                  $
                  2,476,862
                  
                  
                  $
                  86,401,484
                  
                  
                  $
                  (59,552,013
                  )





Property
information for each Local Partnership as of December 31, 2007 is as
follows:





Name of Local Partnership
                  
                  Mortgage
                      loans payable
                  
                  
                  Land
                  
                  
                  Buildings and
                      improvements
                  
                  
                  Accumulated
                      depreciationCityside
      Apartments, L.P.
                  
                  $
                  6,634,512
                  
                  
                  
                  131,591
                  
                  
                  
                  14,008,477
                  
                  
                  
                  (9,109,837
                  )Cobbet
      Hill Associates Limited Partnership
                  
                  
                  13,096,087
                  
                  
                  
                  504,683
                  
                  
                  
                  17,088,468
                  
                  
                  
                  (11,546,849
                  )Dunbar
      Limited Partnership
                  
                  
                  4,904,142
                  
                  
                  
                  117,126
                  
                  
                  
                  7,206,710
                  
                  
                  
                  (4,283,151
                  )Dunbar
      Limited Partnership No. 2
                  
                  
                  5,236,926
                  
                  
                  
                  131,920
                  
                  
                  
                  7,415,333
                  
                  
                  
                  (4,726,465
                  )Federal
      Apartments Limited Partnership
                  
                  
                  5,795,663
                  
                  
                  
                  279,750
                  
                  
                  
                  8,990,342
                  
                  
                  
                  (5,945,510
                  )Golden
      Gates Associates
                  
                  
                  4,317,060
                  
                  
                  
                  29,585
                  
                  
                  
                  5,910,648
                  
                  
                  
                  (4,105,491
                  )Gulf
      Shores Apartments Ltd.
                  
                  
                  1,441,850
                  
                  
                  
                  172,800
                  
                  
                  
                  1,802,416
                  
                  
                  
                  (1,236,598
                  )Madison-Bellefield
      Associates
                  
                  
                  2,376,393
                  
                  
                  
                  245,000
                  
                  
                  
                  6,131,011
                  
                  
                  
                  (4,062,648
                  )Pine
      Hill Estates Limited Partnership
                  
                  
                  2,194,276
                  
                  
                  
                  40,000
                  
                  
                  
                  3,948,458
                  
                  
                  
                  (2,642,003
                  )Santa
      Juanita Limited Dividend Partnership L.P.
                  
                  
                  1,294,330
                  
                  
                  
                  228,718
                  
                  
                  
                  2,479,605
                  
                  
                  
                  (1,592,518
                  )Vista
      del Mar Limited Dividend Partnership L.P.
                  
                  
                  4,710,484
                  
                  
                  
                  565,689
                  
                  
                  
                  8,751,423
                  
                  
                  
                  (5,794,931
                  )Winnsboro
      Homes Limited Partnership
                  
                  
                  2,002,010
                  
                  
                  
                  30,000
                  
                  
                  
                  2,158,275
                  
                  
                  
                  (1,218,958
                  )$
                  54,003,733
                  
                  
                  $
                  2,476,862
                  
                  
                  $
                  85,891,166
                  
                  
                  $
                  (56,264,959
                  )


34





AMERICAN
TAX CREDIT PROPERTIES L.P.


NOTES
TO FINANCIAL STATEMENTS - (Continued)


MARCH
30, 2009, 2008 AND 2007





4.
            Investment in Local
      Partnerships (continued)





The
summary of property activity during the year ended December 31, 2008 is as
follows:





Balance as of
                    December 31, 2007
                
                
                Net change
                    during the year ended
                    December 31, 2008
                
                
                Balance as of
                    December 31, 2008Land
                
                $
                2,476,862
                
                
                $
                —
                
                
                $
                2,476,862Buildings
      and improvements
                
                
                85,891,166
                
                
                
                510,318
                
                
                
                86,401,48488,368,028
                
                
                
                510,318
                
                
                
                88,878,346Accumulated
      depreciation
                
                
                (56,264,959
                )
                
                
                (3,287,054
                )
                
                
                (59,552,013
                )$
                32,103,069
                
                
                $
                (2,776,736
                )
                
                $
                29,326,333





The
equity in loss recognized by the Partnership for the year ended March 30, 2008
in connection with Vista del Mar represents more than 20% of the Partnership’s
net loss for such period.  The following financial information
represents certain balance sheet and operating statement data of Vista del Mar
as of and for the year ended December 31, 2007:





Total
      assets
                  
                  $
                  4,143,523Total
      liabilities
                  
                  $
                  6,471,051Revenue
                  
                  $
                  1,094,836Net
      loss
                  
                  $
                  (281,084
                  )





5.
            Transactions
      with General Partner and Affiliates





For the
years ended March 30, 2009, 2008 and 2007, the Partnership paid and/or incurred
the following amounts to the General Partner and/or affiliates in connection
with services provided to the Partnership:





2009
                    
                    
                    2008
                    
                    
                    2007Paid
                    
                    
                    Incurred
                    
                    
                    Paid
                    
                    
                    Incurred
                    
                    
                    Paid
                    
                    
                    IncurredManagement
      fees (see Note 7)
                    
                    $
                    175,466
                    
                    
                    $
                    175,466
                    
                    
                    $
                    175,466
                    
                    
                    $
                    175,466
                    
                    
                    $
                    175,466
                    
                    
                    $
                    175,466Administration
      fees (see Note 7)
                    
                    
                    181,686
                    
                    
                    
                    183,723
                    
                    
                    
                    179,386
                    
                    
                    
                    183,723
                    
                    
                    
                    183,469
                    
                    
                    
                    183,723





For the
years ended December 31, 2008, 2007 and 2006, certain Local Partnerships paid
and/or incurred the following amounts to the General Partner and/or affiliates
in connection with services provided to such Local Partnerships:





2008
                    
                    
                    2007
                    
                    
                    2006Paid
                    
                    
                    Incurred
                    
                    
                    Paid
                    
                    
                    Incurred
                    
                    
                    Paid
                    
                    
                    IncurredProperty
      management fees
                    
                    $
                    91,139
                    
                    
                    $
                    93,015
                    
                    
                    $
                    88,844
                    
                    
                    $
                    88,844
                    
                    
                    $
                    91,049
                    
                    
                    $
                    91,510




35




AMERICAN
TAX CREDIT PROPERTIES L.P.


NOTES
TO FINANCIAL STATEMENTS - (Continued)


MARCH
30, 2009, 2008 AND 2007





6.
            Taxable
      Loss





A
reconciliation of the financial statement net income (loss) of the Partnership
for the years ended March 30, 2009, 2008 and 2007 to the tax return income
(loss) for the years ended December 31, 2008, 2007 and 2006 is as
follows:





2009
                
                
                2008
                
                
                2007Financial
      statement net income (loss) for the years ended March 30, 2009, 2008 and
      2007
                
                $
                (455,469
                )
                
                $
                (750,598
                )
                
                $
                2,516,500Add
      (less) net transactions occurring betweenJanuary
      1, 2006 to March 30, 2006
                
                
                —
                
                
                
                —
                
                
                
                (139,055
                )January
      1, 2007 to March 30, 2007
                
                
                —
                
                
                
                (79,383
                )
                
                
                79,383January
      1, 2008 to March 30, 2008
                
                
                (126,095
                )
                
                
                126,095
                
                
                
                —January
      1, 2009 to March 30, 2009
                
                
                112,288
                
                
                
                —
                
                
                
                —Adjusted
      financial statement net income (loss) for the years ended December 31,
      2008, 2007 and 2006
                
                
                (469,276
                )
                
                
                (703,886
                )
                
                
                2,456,828Adjustment
      to management and administration fees pursuant to Internal Revenue Code
      Section 267
                
                
                334,735
                
                
                
                —
                
                
                
                —Differences
      arising from equity in loss of investment in local
      partnerships
                
                
                (2,228,519
                )
                
                
                (3,120,684
                )
                
                
                (3,111,377
                )Differences
      in gain (loss) on disposal of limited partner interests/local partnership
      properties
                
                
                (668,278
                )
                
                
                11,547
                
                
                
                2,407,213Non-deductible
      flow-through expenses
                
                
                50
                
                
                
                —
                
                
                
                —Other
      income from local partnerships
                
                
                (5,000
                )
                
                
                (11,250
                )
                
                
                (13,750
                )Other
      differences
                
                
                5,240
                
                
                
                (10,221
                )
                
                
                9,772Tax
      return income (loss) for the years ended December 31, 2008, 2007 and
      2006
                
                $
                (3,031,048
                )
                
                $
                (3,834,494
                )
                
                $
                1,748,686





The
differences between the investment in local partnerships for tax return and
financial reporting purposes as of December 31, 2008 and 2007 are as
follows:





2008
                  
                  
                  2007Investment
      in local partnerships - financial reporting
                  
                  $
                  214,487
                  
                  
                  $
                  232,411Investment
      in local partnerships - tax
                  
                  
                  (31,020,185
                  )
                  
                  
                  (28,100,464
                  )$
                  31,234,672
                  
                  
                  $
                  28,332,875





Payable
to general partner and affiliates in the accompanying balance sheets represents
accrued management and administration fees that are not deductible for tax
purposes pursuant to Internal Revenue Code Section 267.


36





AMERICAN
TAX CREDIT PROPERTIES L.P.


NOTES
TO FINANCIAL STATEMENTS - (Continued)


MARCH
30, 2009, 2008 AND 2007





7.
            Commitments
      and Contingencies





Pursuant
to the Partnership Agreement, the Partnership incurs an annual management fee
(the “Management Fee”) in the amount of $175,466 payable to the General Partner
for its services in connection with the management of the affairs of the
Partnership.  The Partnership incurred a Management Fee of $175,466
for each of the three years in the period ended March 30,
2009.  Unpaid Management Fees in the amount of $43,867 are included in
payable to general partner and affiliates in the accompanying balance sheets as
of March 30, 2009 and 2008.





In
addition, pursuant to the Partnership Agreement, the Partnership is authorized
to contract for administrative services provided to the
Partnership.  Pursuant to an agreement with the General Partner, the
Partnership incurs an annual administration fee (the "Administration Fee") in
the amount of $152,758 and an annual additional administration fee (the
“Additional Administration Fee”) in the amount of $30,965 for administrative
services provided to the Partnership, subject to certain provisions of the
Partnership Agreement.  The Partnership incurred an Administration Fee
and an Additional Administration Fee in the amounts of $152,758 and $30,965,
respectively, for each of the three years in the period ended March 30,
2009.  Such amounts are aggregated and reflected under the caption
administration fees - affiliate in the accompanying statements of
operations.  Unpaid Administration Fees in the amount of $41,856 and
$39,819 are included in payable to general partner and affiliates in the
accompanying balance sheets as of March 30, 2009 and 2008,
respectively.





8.
            Fair
      Value of Financial Instruments





The
following disclosure of the estimated fair value of financial instruments is
made in accordance with the requirements of SFAS No. 107, “Disclosures about
Fair Value of Financial Instruments.”  The estimated fair value
amounts have been determined using available market information, assumptions,
estimates and valuation methodologies.





Cash andCashEquivalents





The
carrying amount approximates fair value.





The
estimated fair value of the Partnership’s financial instruments as of March 30,
2009 and 2008 are disclosed elsewhere in the financial
statements.


37





AMERICAN
TAX CREDIT PROPERTIES L.P.


NOTES
TO FINANCIAL STATEMENTS - (Continued)


MARCH
30, 2009, 2008 AND 2007








9.
            Quarterly
      Financial Information - Unaudited





The
following is a summary of results of operations for each of the four quarters
for the years indicated:





First
                      
                      
                      Second
                      
                      
                      Third
                      
                      
                      FourthQuarter
                      
                      
                      Quarter
                      
                      
                      Quarter
                      
                      
                      Quarter2009Total
      revenue
                      
                      $
                      10,077
                      
                      
                      $
                      8,080
                      
                      
                      $
                      3,252
                      
                      
                      $
                      29,089Expenses
                      
                      
                      (123,072
                      )
                      
                      
                      (106,418
                      )
                      
                      
                      (117,176
                      )
                      
                      
                      (141,377
                      )Equity
      in income (loss) of investment in local partnerships
                      
                      
                      (41,853
                      )
                      
                      
                      (3,918
                      )
                      
                      
                      26,532
                      
                      
                      
                      1,315Net
      loss
                      
                      
                      (154,848
                      )
                      
                      
                      (102,256
                      )
                      
                      
                      (87,392
                      )
                      
                      
                      (110,973
                      )Net
      loss per unit of limited partnership interest
                      
                      
                      (3.71
                      )
                      
                      
                      (2.46
                      )
                      
                      
                      (2.09
                      )
                      
                      
                      (2.66
                      )2008Total
      revenue
                      
                      $
                      45,532
                      
                      
                      $
                      36,607
                      
                      
                      $
                      26,297
                      
                      
                      $
                      18,338Expenses
                      
                      
                      (123,157
                      )
                      
                      
                      (121,158
                      )
                      
                      
                      (152,592
                      )
                      
                      
                      (144,433
                      )Equity
      in income (loss) of investment in local partnerships
                      
                      
                      (46,889
                      )
                      
                      
                      (30,589
                      )
                      
                      
                      32,315
                      
                      
                      
                      (290,869
                      )Net
      loss
                      
                      
                      (124,514
                      )
                      
                      
                      (115,140
                      )
                      
                      
                      (93,980
                      )
                      
                      
                      (416,964
                      )Net
      loss per unit of limited partnership interest
                      
                      
                      (2.99
                      )
                      
                      
                      (2.76
                      )
                      
                      
                      (2.25
                      )
                      
                      
                      (10.00
                      )




38





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





None.





Item
9A.  Controls and
Procedures.





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




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





Item
9A(T).  Management’s Annual Report
on Internal Control Over Financial Reporting.





Management’s Annual Report
on Internal Control over Financial Reporting





Registrant
is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act
Rule 13a-15(f).  Under the supervision and with the participation
of its management, including the Chief Executive Officer and Chief Financial
Officer of Richman Tax, Registrant conducted an evaluation of the effectiveness
of its internal control over financial reporting based on the framework set
forth in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission.  Based on its evaluation, management has
concluded that Registrant’s internal control over financial reporting was
effective as of March 30, 2009.




This
Annual Report does not include an attestation report of Registrant’s independent
registered public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by
Registrant’s independent registered public accounting firm pursuant to temporary
rules of the SEC that permit Registrant to provide only management’s report
in this Annual Report.





Changes in Internal Control
Over Financial Reporting





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





Item
9B.   Other
Information.





None.


39


PART
III





Item
10.  Directors and Executive
Officers of the Registrant.





Registrant
has no officers or directors.  The General Partner manages
Registrant's affairs and has general responsibility and authority in all matters
affecting its business.  The responsibilities of the General Partner
are currently carried out by Richman Tax.  The executive officers and
director of Richman Tax are:





Served
      in presentName
                      
                      capacity since 1
                      
                      Position heldRichard
      Paul Richman
                      
                      February
      10, 1988
                      
                      DirectorDavid
      A. Salzman
                      
                      February
      2, 2001
                      
                      PresidentJames
      Hussey
                      
                      January
      20, 2009
                      
                      Vice
      President and TreasurerGina
      K. Dodge
                      
                      February
      10, 1988
                      
                      SecretaryCharles
      L. Krafnick
                      
                      February
      1, 2001
                      
                      Assistant
      Treasurer1
      Director holds office until his successor is elected and
      qualified.  All officers serve at the pleasure of the
      Director.





Richard Paul Richman, age 61,
is the sole Director of Richman Tax.  Mr. Richman is the Chairman and
a stockholder of Richman Group.  Mr. Richman is involved in the
syndication, development and management of residential property.  Mr.
Richman is also a director of Wilder Richman Resources Corp., an affiliate of
Richman Tax and the general partner of Secured Income L.P., a director of Wilder
Richman Historic Corporation, an affiliate of Richman Tax and the general
partner of Wilder Richman Historic Properties II, L.P., the director of Richman
Tax Credits Inc., an affiliate of Richman Tax and the general partner of the
general partner of American Tax Credit Properties II L.P., the director of
Richman Housing Credits Inc., an affiliate of Richman Tax and the general
partner of the general partner of American Tax Credit Properties III L.P. and
the director of Richman American Credit Corp., an affiliate of Richman Tax and
the manager of American Tax Credit Trust, a Delaware statutory business
trust.





David A. Salzman,age 48, is
the President of Richman Tax and is a stockholder and the President of Richman
Group.  Mr. Salzman has been employed by Richman Group or an affiliate
since 1986 and is responsible for the acquisition of residential real estate for
syndication for Richman Group.





James Hussey, age 48, is a
Vice President and Treasurer of Richman Tax.  Mr. Hussey, the
Treasurer of Richman Group, is engaged primarily in the syndication and finance
operations of Richman Group.  In addition, Mr. Hussey is a Vice
President and the Treasurer of Richman Asset Management, Inc. (“RAM”), an
affiliate of Richman Tax.  Mr. Hussey’s is engaged primarily in the
partnership management and finance operations of RAM.  Prior to
joining RAM, Mr. Hussey, a Certified Public Accountant, was the Chief Financial
Officer of WCI Communities Inc. NE Region and Spectrum Communities,
LLC.  From 1989 to 1998, Mr. Hussey held various positions with Center
Development Corp, a developer of affordable housing in the New York metropolitan
area.





Gina K. Dodge, age 53, is the
Secretary of Richman Tax and a Vice President and the Secretary of Richman
Group.  Ms. Dodge has been employed by Richman Group or an affiliate
since 1988 and, as the Director of Investor Services, is responsible for
communications with investors.





Charles L. Krafnick, age 47,
is the Assistant Treasurer of Richman Tax and is the Assistant Treasurer of
Richman Group.  Mr. Krafnick has been employed by Richman Group or an
affiliate since 1994 and is engaged primarily in the finance operations of
Richman Group.  In addition, Mr. Krafnick is the Assistant Treasurer of
RAM.  Mr. Krafnick's responsibilities in connection with RAM include
various finance and partnership management functions.





Effective
January 14, 2009, Neal Ludeke resigned his positions as Vice President and
Treasurer of Richman Tax.





Registrant
is not aware of any family relationship between the director and executive
officers listed in this Item 10.





Registrant
is not aware of the involvement in certain legal proceedings with respect to the
director and executive officers listed in this Item 10.





Mr.
Richman, Mr. Hussey and Mr. Krafnick serve on a committee that performs the
functions of an audit committee on behalf of Registrant (the “Audit
Committee”).  Mr. Richman is deemed to be an audit committee financial
expert and is not independent of Registrant.


40





Item
10.  Directors and Executive
Officers of the Registrant (continued).





The Board
of Director of Richman Tax has adopted a code of ethics for senior financial
officers of Registrant, applicable to Registrant's principal executive officer,
principal financial officer and comptroller or principal accounting officer, or
persons performing similar functions.  Registrant will provide to any
person without charge a copy of such code of ethics upon written request to the
General Partner at 340 Pemberwick Road, Greenwich, Connecticut 06831, Attention:
Secretary.





Item
11.  Executive
Compensation.





Registrant
has no officers or directors.  Registrant does not pay or accrue any
fees, salaries or other forms of compensation to the officers or director of
Richman Tax and did not pay any such compensation during the year ended March
30, 2009 or during the prior two fiscal years.  During the year ended
March 30, 2009 and during the prior two fiscal years, Richman Tax did not pay
any compensation to any of its officers or its director.  The director
and certain officers of Richman Tax receive compensation from certain affiliates
of Richman Tax for services performed for various affiliated entities which may
include services performed for Registrant.





Under the
terms of the Partnership Agreement, Registrant has entered into certain
arrangements with the General Partner and certain of its affiliates which
provide for compensation to be paid to the General Partner and certain of its
affiliates.  See Notes 6 and 8 to the audited financial statements
included in Item 8 - “Financial Statements and Supplementary Data” of this
Annual Report.





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, Registrant 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.





Item
12.  Security Ownership of
Certain Beneficial Owners and Management.





Prizm
Investments and certain affiliates thereof, having the mailing address P.O. Box
47638, Phoenix, Arizona 85068, are the owners of 4,534 Units, representing
approximately 10.98% of all such Units.  As of December 31, 2008, no
person or entity, other than Prizm Investments and certain affiliates thereof,
was known by Registrant to be the beneficial owner of more than five percent of
the Units.





Neither
the General Partner, Richman Tax nor the director or any officer of Richman Tax
own any Units.  Richman Tax is wholly-owned by Richard Paul
Richman.





Item
13.  Certain
Relationships and Related Transactions and Director
Independence.





Transactions with Related
Persons





The
General Partner and certain of its affiliates are entitled to receive certain
fees and reimbursement of expenses and have received/earned fees for services
provided to Registrant as described in Notes 6 and 8 to the audited financial
statements included in Item 8 - “Financial Statements and Supplementary Data”
herein.  Such fees continue to be incurred by Registrant during the
fiscal year ending March 30, 2010.





The
taxable loss generated by Registrant during the years ended December 31, 2008
and 2007 allocated to the General Partner was $30,310 and $38,345,
respectively.  The taxable loss generated by the General Partner
during the years ended December 31, 2008 and 2007 (from the allocation of
Registrant discussed above) and allocated to Richman Tax was $20,616 and
$26,075, respectively.





Review, Approval or
Ratification of Transactions with Related Parties





Pursuant
to the terms of the Partnership Agreement, Registrant has specific
rights and limitations in conducting business with the General Partner and
affiliates.  To date, Registrant has followed such provisions of
the Partnership Agreement.  Registrant's unwritten
policies for transacting business with related parties are
to first refer to the Partnership Agreement in connection
with conducting such business or making payments and then,
if circumstances arise for which a new related party
transaction is contemplated, present the proposed
transaction to certain officers of Richman Tax for review and
approval.  If any matter in connection with such transaction might be
unclear under the terms of the Partnership Agreement, such matter is
presented to general or outside counsel for review prior
to any such transaction being entered into by
Registrant.





Indebtedness of
Management





No
officer or director of Richman Tax or any affiliate of the foregoing was
indebted to Registrant at any time during the fiscal years ended March 30, 2009
and 2008.


41





Item
14.  Principal Accountant Fees
and Services.





Registrant’s
independent registered public accounting firm billed Registrant the following
fees for professional services rendered in the years ended March 30, 2009 and
2008:





2009
                  
                  
                  2008Audit
      Fees
                  
                  $
                  43,500
                  
                  
                  $
                  46,450Audit-Related
      Fees
                  
                  
                  —
                  
                  
                  
                  —Tax
      Fees
                  
                  $
                  14,500
                  
                  
                  $
                  11,863All
      Other Fees
                  
                  
                  —
                  
                  
                  
                  —





Audit
fees consist of fees for the annual audit and review of Registrant’s financial
statements and assistance with and review of documents filed with the
SEC.  Tax fees generally represent fees for annual tax return
preparation.  There were no other accounting fees incurred by
Registrant in fiscal 2009 and 2008.





The Audit
Committee has adopted a set of pre-approval policies and procedures under which,
pursuant to the requirements of the Sarbanes-Oxley Act of 2002, all audit and
permitted non-audit services to be performed by the independent registered
public accounting firm require pre-approval by the Audit Committee.





The Audit
Committee approved all fiscal 2009 and 2008 principal accountant fees and
services.


42





PART
IV





Item
15.  Exhibits and Financial
Statement Schedules





(a) Financial
Statements, Financial Statement Schedules and Exhibits





(1)   Financial
Statements





See Item
8 - “Financial Statements and Supplementary Data.”





(2)   Financial
Statement Schedules





No
financial statement schedules are included because of the absence of the
conditions under which they are required or because the information is included
in the financial statements or the notes thereto.





(3)   Exhibits





Incorporated
      byExhibit
                      
                      Reference to3.1
                      
                      Certificate
      of Limited Partnership of Registrant
                      
                      Exhibit
      3.2 to Amendment No. 2 to the Registration Statement on Form
                        S-11
      dated April 29, 1988
                        (File
      No. 33-20391)4.1
                      
                      Amended
      and Restated Agreement of Limited Partnership of
Registrant
                      
                      Exhibit
      A to Registrant’s Prospectus filed May 6, 1988
                        (File
      No. 33-20391)10.1
                      
                      4611
      South Drexel Limited Partnership Agreement of Limited
      Partnership
                      
                      Exhibit
      10.3 to Form 10-Q Report for the period ended December 30,
      1989
                        (File
      No. 0-17619)10.2
                      
                      B
      & V, Ltd. Fourth Amended and Restated Agreement and Certificate of
      Limited Partnership
                      
                      Exhibit
      10.3 to Form 8-K Report
                        dated
      January 17, 1989
                        (File
      No. 33-20391)10.3
                      
                      B
      & V Phase I, Ltd. Amended and Restated Agreement of Limited
      Partnership
                      
                      Exhibit
      10.1 to Form 10-Q Report for
                        the
      period ended September 29, 1994
                        (File
      No. 0-17619)10.4
                      
                      B
      & V Phase I, Ltd. Assignment of Partnership Interests, Assumption of
      Responsibilities, and
                        Waiver
      of Conditions
                      
                      Exhibit
      10.4 to Form 10-K Report for the year ended March 30, 1997
                        (File
      No. 0-17619)10.5
                      
                      Blue
      Hill Housing Limited Partnership Amended and Restated Agreement and
      Certificate of Limited Partnership
                      
                      Exhibit
      10.7 to Form 8-K Report
                        dated
      January 17, 1989
                        (File
      No. 33-20391)10.6
                      
                      Cityside
      Apartments, L.P. Amended and Restated Agreement of Limited
      Partnership
                      
                      Exhibit
      10.3 to Form 10-K Report for
                        the
      year ended March 30, 1990
                        (File
      No. 0-17619)10.7
                      
                      Amendment
      No. 1 to Cityside Apartments, L.P. Amended and Restated Agreement of
      Limited Partnership
                      
                      Exhibit
      10.4 to Form 10-K Report for
                        the
      year ended March 30, 1992
                        (File
      No. 0-17619)10.8
                      
                      Amendment
      No. 2 to Cityside Apartments, L.P. Amended and Restated Agreement of
      Limited Partnership
                      
                      Exhibit
      10.5 to Form 10-K Report for
                        the
      year ended March 30, 1992
                        (File
      No.
0-17619)




43





Incorporated
      byExhibit
                        
                        Reference
      to10.9
                        
                        Amendment
      No. 3 to Cityside Apartments, L.P. Amended and Restated Agreement of
      Limited Partnership
                        
                        Exhibit
      10.6 to Form 10-K Report for
                          the
      year ended March 30, 1992
                          (File
      No. 0-17619)10.10
                        
                        Cobbet
      Hill Associates Limited Partnership Amended and Restated Agreement and
      Certificate of Limited Partnership
                        
                        Exhibit
      10.4 to Form 10-K Report for
                          the
      year ended March 30, 1990
                          (File
      No. 0-17619)10.11
                        
                        Cobbet
      Hill Associates Limited Partnership First Amendment to Amended and
      Restated Agreement and Certificate of Limited Partnership
                        
                        Exhibit
      10.8 to Form 10-K Report for
                          the
      year ended March 30, 1993
                          (File
      No. 0-17619)10.12
                        
                        Cobbet
      Hill Associates Limited Partnership Second Amendment to the Amended and
      Restated Agreement and Certificate of Limited Partnership
                        
                        Exhibit
      10.9 to Form 10-K Report for
                          the
      year ended March 30, 1993
                          (File
      No. 0-17619)10.13
                        
                        Dunbar
      Limited Partnership Second Amended and Restated Agreement of Limited
      Partnership
                        
                        Exhibit
      10.5 to Form 10-K Report for
                          the
      year ended March 30, 1990
                          (File
      No. 0-17619)10.14
                        
                        Dunbar
      Limited Partnership No. 2 Second Amended and Restated Agreement of Limited
      Partnership
                        
                        Exhibit
      10.6 to Form 10-K Report for
                          the
      year ended March 30, 1990
                          (File
      No. 0-17619)10.15
                        
                        Erie
      Associates Limited Partnership Amended and Restated Agreement and
      Certificate of Limited Partnership
                        
                        Exhibit
      10.2 to Form 10-K Report for
                          the
      year ended March 30, 1989
                          (File
      No. 33-20391)10.16
                        
                        Federal
      Apartments Limited Partnership Amended and Restated Agreement of Limited
      Partnership
                        
                        Exhibit
      10.8 to Form 10-K Report for
                          the
      year ended March 30, 1990
                          (File
      No. 0-17619)10.17
                        
                        First
      Amendment to Federal Apartments Limited Partnership Amended and Restated
      Agreement of Limited Partnership
                        
                        Exhibit
      10.14 to Form 10-K Report for the year ended March 30, 1993
                          (File
      No. 0-17619)10.18
                        
                        Second
      Amendment to Federal Apartments Limited Partnership Amended and Restated
      Agreement of Limited Partnership
                        
                        Exhibit
      10.15 to Form 10-K Report
                          for
      the year ended March 30, 1993
                          (File
      No. 0-17619)10.19
                        
                        Golden
      Gates Associates Amended and Restated Agreement of Limited
      Partnership
                        
                        Exhibit
      10.1 to Form 8-K Report
                          dated
      January 17, 1989
                          (File
      No. 33-20391)10.20
                        
                        Grove
      Park Housing, A California Limited Partnership Amended and Restated
      Agreement of Limited Partnership
                        
                        Exhibit
      10.10 to Form 10-K Report for the year ended March 30, 1990
                          (File
      No. 0-17619)10.21
                        
                        Gulf
      Shores Apartments Ltd. Amended and Restated Agreement and Certificate of
      Limited Partnership
                        
                        Exhibit
      10.3 to Form 10-K Report for
                          the
      year ended March 30, 1989
                          (File
      No.
33-20391)


44





Incorporated
      byExhibit
                        
                        Reference
      to10.22
                        
                        Hilltop
      North Associates, A Virginia Limited Partnership Amended and Restated
      Agreement of Limited Partnership
                        
                        Exhibit
      10.12 to Form 10-K Report
                          for
      the year ended March 30, 1990
                          (File
      No. 0-17619)10.23
                        
                        Madison-Bellefield
      Associates Amended and Restated Agreement and Certificate of Limited
      Partnership
                        
                        Exhibit
      10.2 to Form 8-K Report
                          dated
      January 17, 1989
                          (File
      No. 33-20391)10.24
                        
                        Amended
      and Restated Articles of Partnership in Commendam of Pine Hill Estates
      Limited Partnership
                        
                        Exhibit
      10.2 to Form 10-Q Report for
                          the
      period ended December 30, 1989
                          (File
      No. 0-17619)10.25
                        
                        Santa
      Juanita Limited Dividend Partnership Amended and Restated Agreement of
      Limited Partnership
                        
                        Exhibit
      10.4 to Form 10-Q Report for
                          the
      period ended December 30, 1989
                          (File
      No. 0-17619)10.26
                        
                        Second
      Amendment of Limited Partnership of Santa Juanita Limited Dividend
      Partnership and Amendment No. 2 to the Amended and Restated Agreement of
      Limited Partnership
                        
                        Exhibit
      10.23 to Form 10-K Report for the year ended March 30, 1994
                          (File
      No. 0-17619)10.27
                        
                        Amendment
      No. 1 to Santa Juanita Limited Dividend Partnership L.P. Amended and
      Restated Agreement of Limited Partnership
                          (Replaces
      in its entirety Exhibit 10.24 hereof.)
                        
                        Exhibit
      10.1 to Form 10-Q Report for
                          the
      period ended September 29, 1995
                          (File
      No. 0-17619)10.28
                        
                        Amendment
      No. 2 to Santa Juanita Limited Dividend Partnership L.P. Amended and
      Restated Agreement of Limited Partnership
                        
                        Exhibit
      10.2 to Form 10-Q Report for
                          the
      period ended September 29, 1995
                          (File
      No. 0-17619)10.29
                        
                        Vista
      Del Mar Limited Dividend Partnership Amended and Restated Agreement and
      Certificate of Limited Partnership
                        
                        Exhibit
      10.1 to Form 10-K Report for
                          the
      year ended March 30, 1989
                          (File
      No. 33-20391)10.30
                        
                        Certificate
      of Amendment of Limited Partnership of Vista Del Mar Limited Dividend
      Partnership and Amendment No. 1 to the Amended and Restated Agreement and
      Certificate of Limited Partnership
                        
                        Exhibit
      10.25 to Form 10-K Report for the year ended March 30, 1994
                          (File
      No. 0-17619)10.31
                        
                        Amendment
      No. 1 to Vista del Mar Limited Dividend Partnership L.P. Amended and
      Restated Agreement of Limited Partnership
                          (Replaces
      in its entirety Exhibit 10.28 hereof.)
                        
                        Exhibit
      10.3 to Form 10-Q Report for
                          the
      period ended September 29, 1995
                          (File
      No. 0-17619)10.32
                        
                        Amendment
      No. 2 to Vista del Mar Limited Dividend Partnership L.P. Amended and
      Restated Agreement of Limited Partnership
                        
                        Exhibit
      10.4 to Form 10-Q Report for
                          the
      period ended September 29, 1995
                          (File
      No. 0-17619)10.33
                        
                        Amended
      and Restated Articles of Partnership in Commendam of Winnsboro Homes
      Limited Partnership
                        
                        Exhibit
      10.1 to Form 10-Q Report for
                          the
      period ended December 30, 1989
                          (File
      No. 0-17619)10.34
                        
                        The
      B & V, Ltd.
                          Investment
      Agreement
                        
                        Exhibit
      10.2 to Form 10-Q Report for
                          the
      period ended September 29, 1994
                          (File
      No.
0-17619)


45





Incorporated
      byExhibit
                        
                        Reference
      to10.35
                        
                        The
      B & V Phase I, Ltd.
                          Investment
      Agreement
                        
                        Exhibit
      10.3 to Form 10-Q Report for
                          the
      period ended September 29, 1994
                          (File
      No. 0-17619)*31.1
                        
                        Rule
      13a-14(a)/15d-14(a) Certification of Chief Executive
    Officer*31.2
                        
                        Rule
      13a-14(a)/15d-14(a) Certification of Chief Financial
    Officer.*32.1
                        
                        Section
      1350 Certification of Chief Executive Officer.*32.2
                        
                        Section
      1350 Certification of Chief Financial Officer.*99.22
                        
                        Pages
      21 through 35 of Prospectus dated May 6, 1988 filed pursuant to Rule
      424(b)(3) under the Securities Act of 1933*99.23
                        
                        Pages
      51 through 75 of Prospectus dated May 6, 1988 filed pursuant to Rule
      424(b)(3) under the Securities Act of 1933*99.24
                        
                        Pages
      89 through 91 of Prospectus dated May 6, 1988 filed pursuant to Rule
      424(b)(3) under the Securities Act of 1933*99.25
                        
                        Pages
      16 through 19 of Prospectus dated May 6, 1988 filed pursuant to Rule
      424(b)(3) under the Securities Act of 1933*99.26
                        
                        Supplement
      No. 1 dated August 11, 1988 to Prospectus dated May 6, 1988 filed pursuant
      to Rule 424(b)(3) under the Securities Act of 1933*99.27
                        
                        Supplement
      No. 2 dated September 20, 1988 to Prospectus dated May 6, 1988 filed
      pursuant to Rule 424(b)(3) under the Securities Act of
193399.28
                        
                        Independent
      Auditors’ Report of Cobbet Hill Associates Limited Partnership as of and
      for the years ended December 31, 2005 and 2004
                        
                        Exhibit
      99.26 to Form 10-K Report for
                          the
      year ended March 30, 2006
                          (File
      No. 0-17619)99.29
                        
                        Audited
      Financial Statements of Madison-Bellefield Associates Limited Partnership
      as of and for the years ended December 31, 2005 and 2004
                        
                        Exhibit
      99.27 to Form 10-K Report for
                          the
      year ended March 30, 2006
                          (File
      No. 0-17619)99.30
                        
                        Audited
      Financial Statements of Madison-Bellefield Associates Limited Partnership
      as of and for the year ended December 31, 2006
                        
                        Exhibit
      99.28 to Form 10-K Report for
                          the
      year ended March 30, 2007
                          (File
      No.
0-17619)





*Filed
herewith.





(b)Exhibits





See (a)(3) above.





(c)Financial
Statement Schedules





See (a)(2) above.


46





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.





AMERICAN
      TAX CREDIT PROPERTIES L.P.(a
      Delaware limited partnership)By:
                      Richman
      Tax Credit Properties L.P.,General
      PartnerBy:
                      Richman
      Tax Credit Properties Inc.,general
      partnerDated:  June 29,
      2009
                      /s/David SalzmanDavid
      SalzmanChief
      Executive OfficerDated:  June 29,
      2009
                      /s/James HusseyJames
      HusseyChief
      Financial
Officer





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 in the
capacities and on the dates indicated.





Signature
                                    
                                    Title
                                    
                                    Date/s/David Salzman
                                    
                                    Chief
      Executive Officer of  the general
                                    
                                    June 29, 2009(David
      Salzman)
                                    
                                    partner
      of the General Partner/s/James Hussey
                                    
                                    Chief
      Financial Officer of the general
                                    
                                    June 29, 2009(James
      Hussey)
                                    
                                    partner
      of the General Partner/s/Richard Paul Richman
                                    
                                    Director
      of the general partner of the
                                    
                                    June 29, 2009(Richard
      Paul Richman)
                                    
                                    General
      Partner




47