UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K


(Mark
One)


x ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934


For the
fiscal year ended March 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 ____________





0-24600


(Commission
File Number)





American Tax Credit Trust, a
Delaware statutory business trust


Series I


(Exact
Name of Registrant as Specified in its Governing Instruments)





Delaware
                                06-6385350(State
      or Other Jurisdiction of Organization)
                                (I.R.S.
      Employer Identification No.)Richman
      American Credit Corp.
                                  340
      Pemberwick Road
                                  Greenwich,
      Connecticut
                                06831(Address
      of Principal Executive Offices)
                                (Zip
      Code)Registrant's
      Telephone Number, Including Area Code:
                                (203) 869-0900Securities
      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 Beneficial Ownership 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 oNox





Indicate by check mark if the
Registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Act.  Yes ̈Nox





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  o  Accelerated
Filer  o  Non-Accelerated
Filer  o  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 oNox





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 11
through 21, 26 through 48 and 63 through 65 of the Registrant’s prospectus dated
September 7, 1993, as supplemented by Supplement No. 1, Supplement No. 2,
Supplement No. 3 and Supplement No. 4 dated September 7, 1993, November 16,
1993, November 23, 1994 and December 28, 1994, 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 Trust, a Delaware statutory business trust (the "Registrant"), was
formed on February 4, 1993 to invest primarily in leveraged low-income
multifamily residential complexes (the "Property" or "Properties") that qualify
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 considers its activity to constitute a
single industry segment.





Richman
American Credit Corp. (the "Manager"), a Delaware corporation, was formed on
April 5, 1993, under Chapter 1, Title 8 of the Delaware Code, to act as the
Manager of Registrant.  The majority owner of the Manager is Richard
Paul Richman.  The Manager is an affiliate of The Richman Group, Inc.
("Richman Group"), a Delaware corporation founded by Richard Paul Richman in
1988.





The
Amendment No. 4 to the Registration Statement on Form S-11 was filed with the
Securities and Exchange Commission (the "SEC") on August 25, 1993 pursuant to
the Securities Act of 1933 under Registration Statement No. 33-58032 and was
declared effective on August 26, 1993.  Reference is made to the
prospectus dated September 7, 1993, as supplemented by Supplement No. 1,
Supplement No. 2, Supplement No. 3 and Supplement No. 4 dated September 7, 1993,
November 16, 1993, November 23, 1994 and December 28, 1994, 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 30 through 48 of the
Prospectus is hereby incorporated into this Annual Report by
Reference.





On
September 13, 1993, Registrant commenced, through Merrill Lynch, Pierce, Fenner
& Smith Incorporated ("Merrill Lynch") and PaineWebber Incorporated
(“PaineWebber”), the offering of up to 150,000 units of beneficial ownership
interest (the "Units") at $1,000 per Unit to investors (the "Beneficial Owners")
in one to twenty series (each a “Series”).  This filing is presented
for Series I only and as used herein, the term Registrant refers to Series I of
the Trust.  On November 29, 1993, January 28, 1994 and May 25, 1994
the closings for 8,460, 4,909 and 5,285 Units, respectively, took place,
amounting to aggregate Beneficial Owners’ capital contributions of
$18,654,000.





Registrant's
primary objective has been to provide Low-income Tax Credits to the Beneficial
Owners.  The relevant state tax credit agency allocated each of the
Local Partnerships an amount of Low-income Tax Credits, which are generally
available for a ten year period from the year the Property is placed in service
(the “Ten Year Credit Period”).  The Ten Year Credit Period was fully
exhausted with respect to all of the Properties as of December 31,
2006.  The required holding period of each Property, in order to avoid
Low-income Tax Credit recapture, is fifteen years from the year in which the
Low-income Tax Credits commence on the last building of the Property (the
"Compliance Period").  The Compliance Period of all but one of the
Local Partnerships will have expired as of December 31, 2009, with the remaining
Local Partnership’s Compliance Period expiring as of December 31,
2010.  In addition, certain of the Local Partnerships entered into
agreements with the relevant state tax credit agencies whereby the Local
Partnerships must maintain the low-income nature of the Properties for a period
which exceeds the Compliance Period (in certain circumstances, up to 50 years
from when the Property is placed in service, but commonly 30 years from the date
any such Property is placed in service), regardless of a sale of the Properties
by the Local Partnerships after the Compliance Period (the “Extended Use
Provisions”).  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.  Registrant is
instructing the local general partners (the “Local General Partners”) of all
Local Partnerships that have reached the end of their Compliance Period to
commence a sale process to dispose of the Properties, and intends to so instruct
the Local General Partners of the remaining Local Partnerships upon the
expiration of their respective Compliance Periods.  In the event a
sale cannot be consummated, it is the Manager’s intention to sell or assign
Registrant’s Local Partnership Interests.  It is uncertain as to the
amount, if any, that Registrant will receive with respect to each specific
Property from such sales or assignments.  Following the final
disposition of the Local Partnership Interests, Registrant intends to dissolve
and does not intend to conduct any business.  There can be no
assurance as to when Registrant will dispose of its 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
11 through 21 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 Manager.  An affiliate
of the Manager employs individuals who perform the management activities of
Registrant.  This entity also performs similar services for other
affiliates of the Manager.





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 Beneficial Owners.





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





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;





·
            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.





4





Item
1A.  Risk
Factors (continued).





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
is instructing the Local General Partners of the Local Partnerships that have
completed their respective Compliance Periods to commence a sale process to
dispose of the Properties, and intends to so instruct the Local General Partners
of the remaining Local Partnerships upon the expiration of their respective
Compliance Periods.  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 or 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
Manager’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.





Tax Risks Associated With
Low-income Housing and the Low-income Housing Tax Credit





Failure
to remain in compliance with various requirements may result in such Local
Partnership losing its eligibility for Low-income Tax Credits, which would
result in additional tax liability to holders of the Units of Ownership Interest
of the Registrant.





Once a
Local Partnership has become eligible for the Low-income Tax Credit, it may lose
such eligibility and suffer an event of recapture if its Property fails to
remain in compliance with various requirements including rent restrictions and
tenant income limitations (the “Low-income Tax Credit
Requirements”).  The Internal Revenue Code provides that Low-income
Tax Credits allocated to a Beneficial Owner with respect to a Property will be
recaptured, and the Beneficial Owner will be required to pay additional federal
income tax in an amount equal to the credits recaptured, in the case of
occurrence of certain events during the Compliance Period.  The
recapture rules provide that a portion of the previously claimed credits equal
to the excess of the credits claimed over the amount that would have been
available if the credits were claimed on a straight-line basis over 15 years
instead of on a straight line basis over 10 years must be reported as additional
tax liability in the year of recapture, by unit holders at the time of the
recapture event.  The additional tax liability cannot be offset
by any other nonrefundable tax credits.  In addition, nondeductible
interest on the recaptured amount is imposed from the year in which the credits
recaptured were originally claimed to the year of the recapture.





5




Item
1A.  Risk
Factors (continued).





Beneficial
Owners 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 Beneficial Owner who is an
individual, trust, estate or personal service corporation generally may be used
to reduce the Beneficial Owner’s tax liability only to the extent that such
liability arises from passive activities.  Therefore, tax losses and
credits allocated to such a Beneficial Owner 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 Beneficial Owners will receive or be able to utilize all of the
carried forward Low-income Tax Credits.





Risks Relating to Ownership
of Units of Beneficial Ownership 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,
Beneficial Owners may not be able to sell their Units promptly and bear the
economic risk of their investment for an indefinite period of time.





Under
certain circumstances, Beneficial Owners 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 Beneficial Owners in such years.  This may result in an
out-of-pocket tax cost to the Beneficial Owners.  In addition, a
Beneficial Owner may experience taxable gain or credit recapture 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 Beneficial Owners may experience an out-of-pocket tax
cost.





Beneficial
Owners of Registrant may not receive a return of any portion of their original
capital investment in Registrant.





To date,
the Beneficial Owners 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.





Item
1B.  Unresolved Staff
Comments.





Not
applicable.





6




Item
2.  Properties.





The
executive offices of Registrant and the Manager 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 an affiliate of the Manager.





Registrant's
primary objective is to provide Low-income Tax Credits to the Beneficial
Owners.  The relevant state tax credit agency allocated each of the
Local Partnerships an amount of Low-income Tax Credits, which are generally
available for the Ten Year Credit Period (see discussion above in Item 1A -
Risk Factors
regarding the Compliance Periods and Low-income Tax Credit Requirements of the
Local Partnerships).  Such Ten Year Credit Period was fully exhausted
in connection with all of the Properties as of December 31, 2006.  The
required holding period of each Property, in order to avoid Low-income Tax
Credit recapture, is fifteen years from the year in which the Low-income Tax
Credits commence on the last building of the Property.  The Compliance
Period of all but one of the Local Partnerships will have expired as of December
31, 2009, with the remaining Local Partnership’s Compliance Period expiring as
of December 31, 2010.





Registrant
originally acquired Local Partnership Interests in ten Local
Partnerships.  Registrant is instructing the Local General Partners of
the Local Partnerships that have completed their respective Compliance Periods
to commence a sale process to dispose of the Properties, and intends to so
instruct the Local General Partners of the remaining Local Partnerships upon the
expiration of their respective Compliance Periods.  Registrant intends
that such sales will result in the termination of Registrant’s Local Partnership
Interests and ultimately the dissolution of Registrant.  In the event
a sale of the Properties cannot be consummated, it is the Manager’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.





One of
the two buildings owned by Edgewood Manor Associates, L.P. (“Edgewood”) was
taken out of service in 2008, prior to end of its Compliance Period, resulting
in the recapture of Low-income Tax Credits and interest under Section 42 of the
Internal Revenue Code in the amount of approximately $16.59 per Unit for those
holding Units as of such date (see Part II, Item 7 - Management’s Discussion and
Analysis of Financial Condition and Results of Operations
herein).  Edgewood had generated approximately $19.10 per Unit per
year to the Beneficial Owners upon the expiration of its Low-income Tax Credit
allocation in 2004.  The Compliance Period for Edgewood expired on
December 31, 2008.





Certain
of the Local Partnerships receive rental subsidy payments, including payments
under Section 8 of Title II of the Housing and Community Development Act of 1974
(“Section 8”) (see descriptions of the subsidies below).  The subsidy
agreements expire at various times during the Compliance Periods of the Local
Partnerships.  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 and debt structure of any or all Local Partnerships
currently receiving such subsidy or similar subsidies.  Four Local
Partnerships’ Section 8 contracts are currently subject to renewal under
applicable HUD guidelines.  In addition, three Local Partnerships have
entered into restructuring agreements, resulting in a change to both rent
subsidy and mandatory debt service.




Registrant
owns a 98.9%-99% Local Partnership Interest in ten Local Partnerships reflected
below, all of which were acquired from 1993 to
1995.


7




Item
      2.
            Properties
      (continued).





Name of Local Partnership
                      Name of apartment complex
                      Apartment complex location
                    
                    Number
                      of rental
                      units
                    
                    
                    Capital
                      contribution
                    
                    
                    Mortgage
                      loans payable as of
                      December 31,
                      2008
                    
                    
                    Subsidy
                      (see
                      footnotes)ACP
      Housing Associates, L.P.
                      ACP
      Housing Apartments
                      New
      York, New York
                    
                    
                    28
                    
                    
                    $
                    737,222
                    
                    
                    $
                    1,467,056
                    
                    
                    
                    (1b
                    )Creative
      Choice Homes VII, Ltd.
                      Coral
      Gardens
                      Homestead,
      Florida
                    
                    
                    91
                    
                    
                    
                    2,382,812
                    
                    
                    
                    1,567,443
                    
                    
                    (1a
      & c
                    )Edgewood
      Manor Associates, L.P. (2)
                      Edgewood
      Manor Apartments
                      Philadelphia,
      Pennsylvania
                    
                    
                    49
                    
                    
                    
                    2,053,799
                    
                    
                    
                    1,817,774
                    
                    
                    
                    (1b
                    )Ledge/McLaren
      Limited Partnership
                      Ledge/McLaren
      Apartments
                      Nashua,
      New Hampshire
                    
                    
                    8
                    
                    
                    
                    343,079
                    
                    
                    
                    420,132
                    
                    
                    
                    (1b
                    )Penn
      Apartment Associates
                      Penn
      Apartments
                      Chester,
      Pennsylvania
                    
                    
                    15
                    
                    
                    
                    852,180
                    
                    
                    
                    963,000
                    
                    
                    
                    (1b
                    )SB-92
      Limited Partnership
                      Shaker
      Boulevard Gardens
                      Cleveland,
      Ohio
                    
                    
                    73
                    
                    
                    
                    795,255
                    
                    
                    
                    3,000,308
                    
                    
                    (1a,b,c
      & d
                    )St.
      Christopher’s Associates, L.P. V
                      Lehigh
      Park
                      Philadelphia,
      Pennsylvania
                    
                    
                    29
                    
                    
                    
                    2,075,785
                    
                    
                    
                    2,180,000
                    
                    
                    
                    (1b
                    )St.
      John Housing Associates, L.P.
                      St.
      John Homes
                      Gary,
      Indiana
                    
                    
                    144
                    
                    
                    
                    3,546,861
                    
                    
                    
                    3,621,846
                    
                    
                    (1a,
      c & d
                    )Starved
      Rock - LaSalle Manor
                      Limited
      Partnership
                      LaSalle
      Manor
                      LaSalle,
      Illinois
                    
                    
                    48
                    
                    
                    
                    634,327
                    
                    
                    
                    1,960,226
                    
                    
                    (1a,
      c & e
                    )Vision
      Limited Dividend Housing
                      Association
      Limited Partnership
                      Helen
      Odean Butler Apartments
                      Detroit,
      Michigan
                    
                    
                    97
                    
                    
                    
                    1,410,544
                    
                    
                    
                    3,537,854
                    
                    
                    
                    (1b
                    )$
                    14,831,864
                    
                    
                    $
                    20,535,639





(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.





8





Item
      2.
            Properties
      (continued).





(d)
            The
      Local Partnership entered into a restructuring agreement of its Section 8
      contract and debt structure under applicable HUD guidelines in
      2005.





(e)
            The
      Local Partnership entered into a restructuring agreement of its Section 8
      contract and debt structure under applicable HUD guidelines in
      2007.





(2)
            Capital
      contribution includes voluntary advances made 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 Beneficial Owners during the fourth
quarter of the fiscal year covered by this report.





9


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 810 holding an aggregate of 18,654 Units.





Merrill
Lynch and PaineWebber follow 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 and PaineWebber client account
statements (such as Registrant’s Units) are separately provided to Merrill Lynch
and PaineWebber 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 Beneficial Owners.  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 Beneficial Owners in the future.  There were no
cash distributions to the Beneficial Owners during the years ended March 30,
2009 and 2008.





Low-income
Tax Credits, which are subject to various limitations, may be used by the
Beneficial Owners to offset federal income tax liabilities.  The
Low-income Tax Credits per Unit for each of the three closings, generated by
Registrant and allocated to the Beneficial Owners for the tax years ended
December 31, 2008 and 2007 and the cumulative Low-income Tax Credits, net of
recaptured Low-income Tax Credits, allocated from inception through December 31,
2008 are as follows:





First closing
                        
                        
                        Second closing
                        
                        
                        Third closingNovember 29, 1993
                        
                        
                        January 28, 1994
                        
                        
                        May 25, 1994Low-income Tax Credits:Tax
      year ended December 31, 2008
                        
                        $
                        (16.59
                        )
                        
                        $
                        (16.59
                        )
                        
                        $
                        (16.59
                        )Tax
      year ended December 31, 2007
                        
                        $
                        —
                        
                        
                        $
                        —
                        
                        
                        $
                        —Cumulative
      totals
                        
                        $
                        1,377.87
                        
                        
                        $
                        1,375.59
                        
                        
                        $
                        1,363.07





Registrant
generated total Low-income Tax Credits from investments in Local Partnerships of
approximately $1,363 to approximately $1,378 per Unit, depending on the closing
date (see above), net of circumstances which have given rise to recapture and
notwithstanding future circumstances which may give rise to recapture (see Part
I, Item 2 - Properties and Part
II, Item 7 - Management’s Discussion and
Analysis of Financial Condition and Results of Operations, herein),
through December 31, 2008.  The Ten Year Credit Period with respect to
all of the Properties was fully exhausted as of December 31,
2006.  The Compliance Period of all but one of the Local Partnerships
will have expired as of December 31, 2009, with the remaining Local
Partnership’s Compliance Period expiring as of December 31,
2010.  Registrant is instructing the Local General Partners of the
Local Partnerships that have reached the end of their Compliance Period to
commence a sale process to dispose of the Properties, and intends to so instruct
the Local General Partners of the remaining Local Partnerships upon the
expiration of their respective Compliance Periods.  In the event a
sale cannot be consummated, it is the Manager’s intention to sell or assign
Registrant’s Local Partnership Interests.  It is not possible to
ascertain the amount, if any, that Registrant will receive with respect to each
specific Property from such sales or assignments.





Recent Sales of Unregistered
Securities





None.




10




Item
      6.
            Selected Financial
      Data.





Not
applicable.





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





As used
herein, the term Registrant refers to Series I of American Tax Credit Trust, a
Delaware statutory business trust.  References to any right,
obligation, action, asset or liability of Series I mean such right, obligation,
action, asset or liability of Registrant in connection with Series
I.





Capital Resources and
Liquidity





Registrant
admitted beneficial owners (the “Beneficial Owners”) in three closings with
aggregate Beneficial Owners’ capital contributions of $18,654,000.  In
connection with the offering of the sale of units (the “Units”) of beneficial
ownership, Registrant incurred organization and offering costs of approximately
$2,331,000 and established a working capital reserve of approximately
$1,287,000. The remaining net proceeds of approximately $15,036,000 (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”) which own low-income multifamily residential complexes (the
“Property” or “Properties”) that qualify for the low-income tax credit in
accordance with Section 42 of the Internal Revenue Code (the “Low-income Tax
Credit”).  The Net Proceeds were utilized in acquiring a Local
Partnership Interest in ten Local Partnerships.





As of
March 30, 2009, Registrant has unrestricted cash and cash equivalents of
$1,461,329, 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.  As of March 30, 2008, Registrant’s
investments in bonds represented corporate bonds of $60,021 which matured and/or
were sold in June 2008.





During
the year ended March 30, 2009, Registrant received cash from interest revenue,
maturities/redemptions and sales of bonds and distributions from Local
Partnerships and utilized cash for operating expenses.  Cash and cash
equivalents and investments in bonds decreased, in the aggregate, by
approximately $179,000 during the year ended March 30, 2009 (which includes a
net unrealized loss on investments in bonds of approximately
$1,000).





During
the year ended March 30, 2009, the investment in local partnerships increased as
a result of Registrant’s equity in the Local Partnerships’ net income for the
year ended December 31, 2008 of $79,327, partially offset by cash distributions
received from Local Partnerships of $55,440 (excluding distributions of $750
classified as other income from local partnerships).  Payable to
manager and affiliates in the accompanying balance sheet as of March 30, 2009
represents deferred management fees.





Results of
Operations





Registrant’s
operating results are dependent upon the operating results of the Local
Partnerships and are 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.  However, the combined statements of operations of the Local
Partnerships reflected in Note 5 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.





11




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





Registrant’s
operations for the years ended March 30, 2009, 2008 and 2007 resulted in net
losses of $151,904, $428,175 and $317,604, respectively.  The decrease
in net loss from fiscal 2008 to fiscal 2009 is primarily attributable to a
decrease in equity in loss of investment in local partnerships of approximately
$328,000, offset by a decrease in interest revenue of approximately
$55,000.  The increase in net loss from fiscal 2007 to fiscal 2008 is
primarily attributable to an increase in equity in loss of investment in local
partnerships of approximately $77,000 and a decrease in interest revenue of
approximately $22,000.  Equity in loss of investment in local
partnerships has fluctuated over the last three years as a result of (i)
Registrant adjusting the Local Partnership Carrying Value in connection with its
investments in certain Local Partnerships as reflected in Note 5 to the
financial statements, (ii) fluctuations in the nonrecognition of losses in
accordance with the equity method of accounting, (iii) voluntary advances made
to a certain Local Partnership that were written off as additional equity in
loss of investment in local partnerships and (iv) changes in the net operating
results of those Local Partnerships in which Registrant continued to have an
investment balance.





The Local
Partnerships’ net income of approximately $32,000 for the year ended December
31, 2008 includes depreciation and amortization expense of approximately
$1,120,000 and interest on non-mandatory debt of approximately $399,000, and
does not include principal payments on permanent mortgages of approximately
$455,000.  The net income also includes approximately $700,000 of
income recorded by Creative Choice Homes VII, Ltd. (“Creative Choice”) resulting
from a reduction in accrued expenses to an affiliate; such expenses were accrued
in a prior year in connection with damages resulting from a major
hurricane.  The Local Partnerships’ net loss of approximately
$1,178,000 for the year ended December 31, 2007 includes depreciation and
amortization expense of approximately $1,138,000 and interest on non-mandatory
debt of approximately $394,000, and does not include principal payments on
permanent mortgages of approximately $388,000.   The Local
Partnerships’ net loss of approximately $2,752,000 for the year ended December
31, 2006 includes depreciation and amortization expense of approximately
$1,101,000, loss from impairment of long lived assets of approximately
$1,646,000 (see discussion below) and interest on non-mandatory debt of
approximately $362,000, and does not include principal payments on permanent
mortgages of approximately $462,000.  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.





The
Properties are subject to evaluation for the existence of permanent impairment
under applicable accounting guidelines, whereby the carrying value of the real
property may be adjusted downward based on results of operations and other
circumstances.  As a result of such evaluation, the statements of
operations of the Local Partnerships reflected in Note 5 to the audited
financial statements of Registrant include loss from impairment for the years
ended December 31, 2006 of $1,645,703 and in connection with Creative
Choice.





Local Partnership
Matters





Registrant's
primary objective has been to provide Low-income Tax Credits to the Beneficial
Owners.  The relevant state tax credit agency allocated each of the
Local Partnerships an amount of Low-income Tax Credits, which are generally
available for a ten year period from the year the Property is placed in service
(the “Ten Year Credit Period”).  The Ten Year Credit Period was fully
exhausted with respect to all of the Properties as of December 31,
2006.  The required holding period of each Property, in order to avoid
Low-income Tax Credit recapture, is fifteen years from the year in which the
Low-income Tax Credits commence on the last building of the Property (the
"Compliance Period").  The Properties must satisfy various
requirements including rent restrictions and tenant income limitations (the
"Low-income Tax Credit Requirements") in order to maintain eligibility for the
recognition of the Low-income Tax Credit at all times during the Compliance
Period.  Once a Local Partnership has become eligible for the
Low-income Tax Credit, it may lose such eligibility and suffer an event of
recapture if its Property fails to remain in compliance with the Low-income Tax
Credit Requirements.  The Compliance Period of all but one of the
Local Partnerships will have expired as of December 31, 2009, with the remaining
Local Partnership’s Compliance Period expiring as of December 31,
2010.  In addition, certain of the Local Partnerships entered into
agreements with the relevant state tax credit agencies whereby the Local
Partnerships must maintain the low-income nature of the Properties for a period
which exceeds the Compliance Period (in certain circumstances, up to 50 years
from when the Property is placed in service, but commonly 30 years from the date
any such Property is placed in service), regardless of a sale of the Properties
by the Local Partnerships after the Compliance Period (the “Extended Use
Provisions”).  Although the Extended Use Provisions do not extend the
Compliance Period of the respective Local Partnerships, such provisions limit
the number and availability of potential purchasers of the
Properties.  Accordingly, a sale of a Property may happen well after
the expiration of the Compliance Period and/or may be significantly
discounted.  Registrant is instructing the Local General Partners of
all Local Partnerships that have reached the end of their Compliance Period to
commence a sale process to dispose of the Properties, and intends to so instrust
the Local General Partners of the remaining Local Partnerships upon the
expiration of their respective Compliance Periods.  In the event a
sale cannot be consummated, it is the Manager’s intention to sell or assign
Registrant’s Local Partnership Interests.  It is not possible to
ascertain the amount, if any, that Registrant will receive with respect to each
specific Property from such sales or assignments.  Registrant intends
to dissolve after the final disposition of its Local Partnership
Interests.





12




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





The
Properties are principally comprised of subsidized and leveraged low-income
multifamily residential complexes located throughout the United
States.  Certain of the Local Partnerships receive rental subsidy
payments, including payments under Section 8 of Title II of the Housing and
Community Development Act of 1974 (“Section 8”).  The subsidy
agreements expire at various times during the Compliance Periods of the Local
Partnerships.  Since October 1997, the United States Department of
Housing and Urban Development (“HUD”) has issued a series of directives related
to project based Section 8 contracts that define owners’ notification
responsibilities, advise owners of project based Section 8 properties of what
their options are regarding the renewal of Section 8 contracts, provide guidance
and procedures to owners, management agents, contract administrators and HUD
staff concerning renewal of Section 8 contracts, provide policies and procedures
on setting renewal rents and handling renewal rent adjustments and provide the
requirements and procedures for opting-out of a Section 8 project based
contract.  Registrant cannot reasonably predict legislative
initiatives and governmental budget negotiations, the outcome of which could
result in a reduction in funds available for the various federal and state
administered housing programs including the Section 8 program.  Such
changes could adversely affect the future net operating income before debt
service and debt structure of any or all Local Partnerships currently receiving
such subsidy or similar subsidies.  Four Local Partnerships’ Section 8
contracts are currently subject to renewal under applicable HUD
guidelines.  In addition, three Local Partnerships have entered into
restructuring agreements, resulting in changes to both rent subsidy and
mandatory debt service.





The Local
Partnerships have various financing structures which include (i) required debt
service payments (“Mandatory Debt Service”) and (ii) debt service payments which
are payable only from available cash flow subject to the terms and conditions of
the notes, which may be subject to specific laws, regulations and agreements
with appropriate federal and state agencies (“Non-Mandatory Debt Service or
Interest”).  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.





One of
the two buildings owned by Edgewood Manor Associates, L.P. (“Edgewood”) was
taken out of service in 2008, prior to end of its Compliance Period, resulting
in the recapture of Low-income Tax Credits and interest under Section 42 of the
Internal Revenue Code in the amount of approximately $16.59 per Unit for those
holding Units as of such date.  In addition, Edgewood incurred an
operating deficit of approximately $147,000 for the year ended December 31,
2008.  Edgewood is currently in default under the terms of its first
mortgage and a default has been declared by the lender; delinquent payments of
principal, interest and certain fees represent a cumulative arrearage of
approximately $21,000 as of June 2009.  Registrant has made cumulative
voluntary advances of $90,000 to Edgewood to fund operating deficits as of March
30, 2009, none of which was advanced during the year then
ended.  Registrant’s investment balance in Edgewood, after cumulative
equity losses, became zero during the year ended March 30, 2005 and voluntary
advances made by Registrant were recorded as investment in local partnerships
and written off as additional equity in loss of investment in local
partnerships.  Edgewood had generated approximately $19.10 per Unit
per year to the Beneficial Owners upon the expiration of its Low-income Tax
Credit allocation in 2004.  The Compliance Period for Edgewood expired
on December 31, 2008.





St.
Christopher's Associates, L.P. V (“St. Christopher”) incurred an operating
deficit of approximately $92,000 for the year ended December 31, 2008 and has a
remaining operating reserve of approximately $103,000 as of December 31,
2008.  St. Christopher withdrew approximately $44,000 from its
operating reserve during the year ended December 31, 2008 to fund operating
deficits.  There is no Mandatory Debt Service and the Local General
Partner of St. Christopher represents that payments on the real estate taxes are
current.  Registrant’s investment balance in St. Christopher, after
cumulative equity losses, became zero during the year ended March 30,
2004.  The Compliance Period for St. Christopher has
expired.





Vision
Limited Dividend Housing Association Limited Partnership (“Vision”) incurred an
operating deficit of approximately $29,000 for the year ended December 31,
2008.  The Local General Partner of Vision represents that payments on
the mortgage and real estate taxes are current.  Registrant’s
investment balance in Vision, after cumulative equity losses, became zero during
the year ended March 30, 2005.  Vision generated approximately $130.3
per Unit to the Beneficial Owners upon the expiration of its Low-income Tax
Credit allocation in 2006.  The Compliance Period for Vision expires
on December 31, 2010.





Inflation





Inflation
is not expected to have a material adverse impact on Registrant’s
operations.




13


Item
      7.
              Management's
      Discussion and Analysis of Financial Condition and Results of Operations
      (continued).
 
 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
      Long Term Liabilities:Interest
      Payable (1)
                        
                        $
                        3,008
                        
                        
                        $
                        3,008
                        
                        
                        $
                        —
                        
                        
                        $
                        —
                        
                        
                        $
                        —Payable
      to Managerand Affiliates
    (2)
                        
                        
                        826,034
                        
                        
                        
                        826,034
                        
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        —$
                        829,042
                        
                        
                        $
                        829,042
                        
                        
                        $
                        —
                        
                        
                        $
                        —
                        
                        
                        $
                        —
 
 (1)
              As
      a result of ongoing operating deficits of St. Christopher, such amount is
      expected to be paid within one
year.
 
 (2)
              Management
      Fees are due to an affiliate of the Manager and are payable on an annual
      basis.  However, a portion of such fees has been deferred and
      accrued annually.  Although such amount is due within one year,
      the full amount is not expected to be paid within such
    time.
 
 Off - Balance Sheet
Arrangements
 
 None.
 
 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, plus the risk of recapture of tax credits previously
      recognized on certain of such investments, represents the maximum exposure
      to loss in connection with such investments.  Registrant’s
      exposure to loss on the Local Partnerships is mitigated by the condition
      and financial performance of the underlying Properties as well as the
      strength of the Local General Partners and their guarantees against credit
      recapture.
  14
 
 Item
      7.
              Management's
      Discussion and Analysis of Financial Condition and Results of Operations
      (continued).
 
 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.
 
 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 and restricted cash of $1,461,329 and $3,008,
respectively, as reflected in the accompanying balance sheet.  These
assets 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.
  15
 
 Item
      7.
              Management's
      Discussion and Analysis of Financial Condition and Results of Operations
      (continued).
 
 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.
 
 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.
  16
 
 Item
      7.
              Management's
      Discussion and Analysis of Financial Condition and Results of Operations
      (continued).
 
 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.
 
 Item7A.
              Quantitative and
      Qualitative Disclosure about Market
Risk.
 
 None.
  17
 
 AMERICAN
TAX CREDIT TRUST,
 a
Delaware statutory business trust
 Series
I
 
 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 Owners' 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
Manager and Beneficial Owners
 American
Tax Credit Trust, a Delaware statutory business trust Series I
 
 We have audited the accompanying
balance sheets of American Tax Credit Trust, a Delaware statutory business trust
Series I (the “Trust”) as of March 30, 2009 and 2008, and the related statements
of operations, changes in owners' 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 Trust's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.  As of and for the years ended March 30, 2009, 2008 and
2007, we did not audit the financial statements of certain investee
partnerships, which investments represent $0 in total assets as of March 30,
2009 and 2008 and $0, $0 and $5,828, respectively, of total losses for the years
ended March 30, 2009, 2008 and 2007.  Those statements were audited by
other auditors whose reports have been furnished to us, and our opinion, insofar
as it relates to those investee partnerships, is based solely on the reports of
the other auditors.
 
 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 Trust 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 Trust’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, and the reports of the other auditors, provide a reasonable
basis for our opinion.
 
 In our opinion, based on our audits and
the reports of the other auditors, the financial statements referred to above
present fairly, in all material respects, the financial position of American Tax
Credit Trust, a Delaware statutory business trust Series I as of March 30, 2009
and 2008, and the results of its operations, changes in owners’ 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,
      MarylandJune
      29, 2009
  19
 
 AMERICAN
TAX CREDIT TRUST,
 a
Delaware statutory business trust
 Series
I
 BALANCE
SHEETS
 MARCH
30, 2009 AND 2008
  Notes
                
                
                2009
                
                
                2008ASSETSCash
      and cash equivalents
                
                
                3,9
                
                
                $
                1,461,329
                
                
                $
                1,580,225Restricted
      cash
                
                
                3,5,9
                
                
                
                3,008
                
                
                
                9,235Investments
      in bonds
                
                
                4,9
                
                
                
                
                
                
                
                60,021Investment
      in local partnerships
                
                
                5,8
                
                
                
                2,077,806
                
                
                
                2,053,919Interest
      receivable
                
                
                9
                
                
                
                
                
                
                
                1,691$
                3,542,143
                
                
                $
                3,705,091LIABILITIES
      AND OWNERS' EQUITY (DEFICIT)LiabilitiesAccounts
      payable and accrued expenses
                
                
                
                
                
                $
                39,880
                
                
                $
                46,011Payable
      to manager and affiliates
                
                
                6,8
                
                
                
                826,034
                
                
                
                823,817Interest
      payable
                
                
                5,9
                
                
                
                3,008
                
                
                
                9,235868,922
                
                
                
                879,063Commitments
      and contingencies
                
                
                5,8Owners'
      equity (deficit)
                
                
                2,4Manager
                
                
                
                
                
                
                (137,150
                )
                
                
                (135,631
                )Beneficial
      owners (18,654 units of beneficial ownership interest
      outstanding)
                
                
                
                
                
                
                2,810,371
                
                
                
                2,960,756Accumulated
      other comprehensive income, net
                
                
                
                
                
                
                
                
                
                
                9032,673,221
                
                
                
                2,826,028$
                3,542,143
                
                
                $
                3,705,091
 
 See Notes
to Financial Statements.
  20
 
 AMERICAN
TAX CREDIT TRUST,
 a
Delaware statutory business trust
 Series
I
 STATEMENTS
OF OPERATIONS
 YEARS
ENDED MARCH 30, 2009, 2008 AND 2007
 Notes
                
                
                2009
                
                
                2008
                
                
                2007REVENUEInterest
                
                
                
                
                $
                15,736
                
                
                $
                70,435
                
                
                $
                92,139Other
      income from local partnerships
                
                5
                
                
                
                750TOTAL
      REVENUE
                
                
                
                
                
                16,486
                
                
                
                70,435
                
                
                
                92,139EXPENSESManagement
      fee - affiliate
                
                6,8
                
                
                
                192,141
                
                
                
                192,141
                
                
                
                192,141Professional
      fees
                
                
                
                
                
                51,333
                
                
                
                42,819
                
                
                
                38,458Printing,
      postage and other
                
                
                
                
                
                4,243
                
                
                
                15,354
                
                
                
                7,709TOTAL
      EXPENSES
                
                
                
                
                
                247,717
                
                
                
                250,314
                
                
                
                238,308(231,231
                )
                
                
                (179,879
                )
                
                
                (146,169
                )Equity
      in income (loss) of investment in local partnerships
                
                5
                
                
                
                79,327
                
                
                
                (248,296
                )
                
                
                (171,435
                )NET
      LOSS
                
                
                
                
                
                (151,904
                )
                
                
                (428,175
                )
                
                
                (317,604
                )Other
      comprehensive loss, net
                
                4
                
                
                
                (903
                )
                
                
                (1,792
                )
                
                
                (3,453
                )COMPREHENSIVE
      LOSS
                
                
                
                
                $
                (152,807
                )
                
                $
                (429,967
                )
                
                $
                (321,057
                )NET
      LOSS ATTRIBUTABLE TO
                
                2Manager
                
                
                
                
                $
                (1,519
                )
                
                $
                (4,282
                )
                
                $
                (3,176
                )Beneficial
    owners
                
                
                
                
                
                (150,385
                )
                
                
                (423,893
                )
                
                
                (314,428
                )$
                (151,904
                )
                
                $
                (428,175
                )
                
                $
                (317,604
                )NET LOSSper unit of
      beneficial ownership interest (18,654 units of beneficial ownership
      interest)
                
                
                
                
                $
                (8.06
                )
                
                $
                (22.72
                )
                
                $
                (16.86
                )
 
 See Notes
to Financial Statements.
  21
 
 AMERICAN
TAX CREDIT TRUST,
 a
Delaware statutory business trust
 Series
I
 STATEMENTS
OF CHANGES IN OWNERS' EQUITY (DEFICIT)
 YEARS
ENDED MARCH 30, 2009, 2008 AND 2007
 
 Manager
                
                
                Beneficial
                    Owners
                
                
                Accumulated
                    Other
                    Comprehensive
                    Income (Loss),
                    Net
                
                
                TotalOwners'
      equity (deficit), March 30, 2006
                
                $
                (128,173
                )
                
                $
                3,699,077
                
                
                $
                6,148
                
                
                $
                3,577,052Net
      loss
                
                
                (3,176
                )
                
                
                (314,428
                )
                
                
                
                
                
                
                (317,604
                )Other
      comprehensive loss, net
                
                
                
                
                
                
                
                
                
                
                (3,453
                )
                
                
                (3,453
                )Owners'
      equity (deficit), March 30, 2007
                
                
                (131,349
                )
                
                
                3,384,649
                
                
                
                2,695
                
                
                
                3,255,955Net
      loss
                
                
                (4,282
                )
                
                
                (423,893
                )
                
                
                
                
                
                
                (428,175
                )Other
      comprehensive loss, net
                
                
                
                
                
                
                
                
                
                
                (1,792
                )
                
                
                (1,792
                )Owners'
      equity (deficit), March 30, 2008
                
                
                (135,631
                )
                
                
                2,960,756
                
                
                
                903
                
                
                
                2,826,028Net
      loss
                
                
                (1,519
                )
                
                
                (150,385
                )
                
                
                
                
                
                
                (151,904
                )Other
      comprehensive loss, net
                
                
                
                
                
                
                
                
                
                
                (903
                )
                
                
                (903
                )Owners'
      equity (deficit), March 30, 2009
                
                $
                (137,150
                )
                
                $
                2,810,371
                
                
                $
                —
                
                
                $
                2,673,221
 
 See Notes
to Financial Statements.
  22





AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


STATEMENTS
OF CASH FLOWS


YEARS
ENDED MARCH 30, 2009, 2008 AND 2007





2009
              
              
              2008
              
              
              2007CASH
      FLOWS FROM OPERATING ACTIVITIESInterest
      received
              
              $
              11,042
              
              
              $
              19,576
              
              
              $
              93,110Cash
      paid forManagement
      fee
              
              
              (189,924
              )
              
              
              (161,510
              )
              
              
              (83,677
              )Professional
      fees
              
              
              (46,726
              )
              
              
              (52,018
              )
              
              
              (25,206
              )Printing,
      postage and other expenses
              
              
              (14,981
              )
              
              
              (4,593
              )
              
              
              (7,709
              )Net
      cash used in operating activities
              
              
              (240,589
              )
              
              
              (198,545
              )
              
              
              (23,482
              )CASH
      FLOWS FROM INVESTING ACTIVITIESVoluntary
      advances made to local partnerships
              
              
              
              
              
              
              (45,000
              )
              
              
              (45,000
              )Distributions
      received from local partnerships
              
              
              56,190
              
              
              
              63,855
              
              
              
              64,350Transfer
      from restricted cash
              
              
              6,227
              
              
              
              53,400
              
              
              
              4,806Proceeds
      from maturities/redemptions and sales of bonds
              
              
              59,276
              
              
              
              64,000
              
              
              
              138,000Net
      cash provided by investing activities
              
              
              121,693
              
              
              
              136,255
              
              
              
              162,156Net
      increase (decrease) in cash and cash equivalents
              
              
              (118,896
              )
              
              
              (62,290
              )
              
              
              138,674Cash
      and cash equivalents at beginning of year
              
              
              1,580,225
              
              
              
              1,642,515
              
              
              
              1,503,841CASH
      AND CASH EQUIVALENTS AT END OF YEAR
              
              $
              1,461,329
              
              
              $
              1,580,225
              
              
              $
              1,642,515SIGNIFICANT
      NON-CASH INVESTING ACTIVITIESUnrealized
      loss on investments in bonds, net
              
              $
              (903
              )
              
              $
              (1,792
              )
              
              $
              (3,453
              )





See
reconciliation of net loss to net cash used in operating activities on page
24.





See Notes
to Financial Statements.


23





AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


STATEMENTS
OF CASH FLOWS - (Continued)


YEARS
ENDED MARCH 30, 2009, 2008 AND 2007





2009
              
              
              2008
              
              
              2007RECONCILIATION
      OF NET LOSS TO NET CASHUSED
      IN OPERATING ACTIVITIESNet
      loss
              
              $
              (151,904
              )
              
              $
              (428,175
              )
              
              $
              (317,604
              )Adjustments
      to reconcile net loss to net cash used in operating
    activitiesEquity
      in loss (income) of investment in local partnerships
              
              
              (79,327
              )
              
              
              248,296
              
              
              
              171,435Distributions
      from local partnerships classified as other income
              
              
              (750
              )Amortization
      of net premium on investments in bonds
              
              
              
              
              
              
              1,644
              
              
              
              2,794Gain
      on sale of bonds
              
              
              (158
              )Decrease
      in interest receivable
              
              
              1,691
              
              
              
              897
              
              
              
              2,983Increase
      (decrease) in accounts payable and accrued expenses
              
              
              (6,131
              )
              
              
              1,562
              
              
              
              13,252Increase
      in payable to manager and affiliates
              
              
              2,217
              
              
              
              30,631
              
              
              
              108,464Increase
      (decrease) in interest payable
              
              
              (6,227
              )
              
              
              (53,400
              )
              
              
              (4,806
              )NET
      CASH USED IN OPERATING ACTIVITIES
              
              $
              (240,589
              )
              
              $
              (198,545
              )
              
              $
              (23,482
              )





See Notes
to Financial Statements.


24





AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


NOTES
TO FINANCIAL STATEMENTS


MARCH
30, 2009, 2008 AND 2007





1.
            Organization,
      Purpose and Summary of Significant Accounting
  Policies





American
Tax Credit Trust, a Delaware statutory business trust (the "Trust") was formed
on February 4, 1993 under Chapter 38 of Title 12 of the Delaware
Code.  There was no operating activity until admission of the
investors (the “Beneficial Owners”) on November 29, 1993.  The Trust
was formed to invest primarily in leveraged low-income multifamily residential
complexes (the "Property" or "Properties") that qualify 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.  Richman American Credit Corp. (the "Manager") was formed
on April 5, 1993 to act as the Manager of the Trust.





On
September 13, 1993, the Trust commenced the offering for sale of units of
beneficial ownership (the "Units") to Beneficial Owners in one to twenty series
("Series I through Series XX"; each a "Series").  These notes and the
accompanying financial statements are presented for Series I only.





Basis of Accounting and
Fiscal Year





The
Trust’s records are maintained on the accrual basis of accounting for both
financial reporting and tax purposes.  For financial reporting
purposes, the Trust'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 Trust and the
Local Partnerships each have a calendar year for income tax
purposes.





Investment in Local
Partnerships





The Trust
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 Trust'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 Trust is recognized to the extent of the
Trust’s investment balance in each Local Partnership.  Equity in loss
in excess of the Trust’s investment balance in a Local Partnership is allocated
to other partners' capital in any such Local Partnership.  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 Trust.  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 Trust
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 Trust 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 Trust
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 Trust is not considered
the primary beneficiary.  The Trust's balance in investment in local
partnerships, plus the risk of recapture of tax credits previously recognized on
certain of such investments, represents the maximum exposure to loss in
connection with such investments.  The Trust'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”) and their guarantees against credit
recapture.


25





AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


NOTES
TO FINANCIAL STATEMENTS - (Continued)


MARCH
30, 2009, 2008 AND 2007





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





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 Trust to be
voluntary loans to the respective Local Partnerships and the Trust 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 Trust recognizes additional equity in loss of
investment in local partnerships to the extent of such Advances.





Cash and Cash
Equivalents





The Trust
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.





Restricted
Cash





Restricted
cash is set aside to pay accrued interest on a previously outstanding capital
contribution to a Local Partnership (see Notes 3 and 5).





Investments in
Bonds





Investments
in bonds are classified as available-for-sale and represent investments that the
Trust intends to hold for an indefinite period of time but not necessarily to
maturity.  Any decision to sell an investment would be based on
various factors, including significant movements in interest rates and liquidity
needs.  Investments in bonds are carried at estimated fair value and
unrealized gains or losses are included as items of comprehensive income (loss)
and are reported as a separate component of owners' equity
(deficit).





Premiums
and discounts on investments in bonds are 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 are included in interest revenue.  Realized gain (loss)
on redemptions or sales of investments in bonds are included in, or offset
against, interest revenue on the basis of the adjusted cost of each specific
investment redeemed or sold.  All such investments have matured and/or
been redeemed or sold as of March 30, 2009.





Interest on Capital
Contributions Payable to Local Partnerships





Pursuant
to agreements with certain Local Partnerships, interest is accrued on certain
installments of capital contributions.  Such amounts are recorded as a
liability and an offset to interest revenue.





Income
Taxes





No
provision for income taxes has been made because all income and losses are
allocated to the owners 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 Trust
has included in Note 7 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 Trust’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 Trust 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.


26





AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


NOTES
TO FINANCIAL STATEMENTS - (Continued)


MARCH
30, 2009, 2008 AND 2007





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





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.





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 Trust adopted SFAS 157 effective
March 31, 2008.  On February 6, 2008 the FASB approved the Financial
Staff Position (“FSP”) that defers the effective date of SFAS 157 by one year
for nonfinancial assets and liabilities that are recognized or disclosed at fair
value in the financial statements on a nonrecurring basis.  The
partial adoption of SFAS 157 for financial assets and liabilities did not
have a material impact on the Trust’s financial position, results of operations
or cash flows.





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





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





Financial
assets accounted for at fair value on a recurring basis as of March 30, 2009 are
cash and cash equivalents and restricted cash of $1,461,329 and $3,008,
respectively, as reflected in the accompanying balance sheet.  These
assets 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 Trust
is currently evaluating the impact of SFAS 162 on its financial statements, but
does not believe that the adoption of SFAS 162 will have a material effect on
its financial condition or results of operations since SFAS 162 does not
directly impact the accounting principles applied in the preparation of the
Trust’s financial statements.


27





AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


NOTES
TO FINANCIAL STATEMENTS - (Continued)


MARCH
30, 2009, 2008 AND 2007





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





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 Trust
adopted the FSP effective December 2008; such adoption has not had an impact on
the Trust’s financial statements.





2.
            Capital
      Contributions





On
September 13, 1993, the Trust commenced the offering of Units through Merrill
Lynch, Pierce, Fenner & Smith Incorporated and PaineWebber Incorporated (the
“Selling Agents”).  On November 29, 1983, January 28, 1994 and May 25,
1994, under the terms of the Fourth Amended and Restated Agreement of Trust of
the Trust (the "Trust Agreement"), the Manager admitted Beneficial Owners to the
Trust in three closings.  At these closings, subscriptions for a total
of 18,654 Units representing $18,654,000 in Beneficial Owners’ capital
contributions were accepted.  In connection with the offering of
Units, the Trust incurred organization and offering costs of $2,330,819, of
which $75,000 was capitalized as organization costs and $2,255,819 was charged
to the Beneficial Owners' equity as syndication costs.  The Trust
received a capital contribution of $100 from the Manager.





Net loss
is allocated 99% to the Beneficial Owners and 1% to the Manager in accordance
with the Trust Agreement.





3.
            Cash
      and Cash Equivalents and Restricted
Cash





As of
March 30, 2009, the Trust has cash and cash equivalents and restricted cash in
the aggregate of $1,464,337 held in interest bearing accounts.  Of
such amount, approximately $1,462,000 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 $2,000 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.
            Investments
      in Bonds





The Trust
carries its investments in bonds as available-for-sale because such investments
are used to facilitate and provide flexibility for the Trust's obligations,
including the providing of voluntary operating advances resulting from
circumstances that may arise in connection with the Local
Partnerships.  Investments in bonds are reflected in the accompanying
balance sheets at estimated fair value.  All such investments have
matured and/or been redeemed or sold as of March 30, 2009.





As of
March 30, 2008, certain information concerning investments in bonds is as
follows:





Description and maturity
                
                Amortized
                    cost
                
                
                Gross
                    unrealized
                    gains
                
                
                Gross
                    unrealized
                    losses
                
                
                Estimated
                    fair valueCorporate
      debt securitiesWithin
      one year
                
                $
                56,000
                
                
                $
                533
                
                
                $
                —
                
                
                $
                56,533After
      one year through five years
                
                
                3,118
                
                
                
                370
                
                
                
                —
                
                
                
                3,488$
                58,118
                
                
                $
                903
                
                
                $
                —
                
                
                $
                60,021


28





AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


NOTES
TO FINANCIAL STATEMENTS - (Continued)


MARCH
30, 2009, 2008 AND 2007





5.
            Investment
      in Local Partnerships





As of
March 30, 2009, the Trust owns a 98.9%-99% Local Partnership Interest in the
following Local Partnerships:





1.
              
              ACP
      Housing Associates, L.P.;2.
              
              Creative
      Choice Homes VII, Ltd. (“Creative Choice”);3.
              
              Edgewood
      Manor Associates, L.P. (“Edgewood”);4.
              
              Ledge/McLaren
      Limited Partnership;5.
              
              Penn
      Apartment Associates;6.
              
              SB-92
      Limited Partnership;7.
              
              St.
      Christopher's Associates, L.P. V;8.
              
              St.
      John Housing Associates, L.P. (“St. John Housing”);9.
              
              Starved
      Rock - LaSalle Manor Limited Partnership (“Starved Rock”);
    and10.
              
              Vision
      Limited Dividend Housing Association Limited
  Partnership.





The
Properties are principally comprised of subsidized and leveraged low-income
multifamily residential complexes located throughout the United
States.  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 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, the Trust has committed to make capital contribution
payments in the aggregate amount of $14,831,864, which includes Advances made to
a certain Local Partnership and all of which has been paid as of March 30,
2009.  Restricted cash in the accompanying balance sheet as of March
30, 2009 represents accrued interest of $3,008 on a previously outstanding
capital contribution.  As of December 31, 2008 the Local Partnerships
have outstanding mortgage loans payable totaling approximately $20,536,000 and
accrued interest payable on such loans totaling approximately $3,738,000, which
are secured by security interests and liens common to mortgage loans on the
Local Partnerships' real property and other assets.





Equity in
loss of investment in local partnerships is limited to the Trust’s investment
balance in each Local Partnership; any such 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 $47,615, $1,124,445,
and $2,595,108 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 5.





As a
result of management’s assessment of the carrying value of the investment in
local partnerships under applicable accounting guidelines (see Note 1), the
Trust reduced its investment in certain Local Partnerships by $206,098 and
$42,350 for the years ended March 30, 2008 and 2007,
respectively.  Such losses are included in equity in loss of
investment in local partnerships in the accompanying statements of operations of
the Trust for the years indicated.





The
Properties are subject to evaluation for the existence of permanent impairment
under applicable accounting guidelines, whereby the carrying value of the real
property may be adjusted downward based on results of operations and other
events. As a result of such evaluation, the accompanying statement of operations
of the Local Partnerships reflected herein Note 5 includes loss from impairment
for the year ended December 31, 2006 of $1,645,703 in connection with Creative
Choice.





Edgewood
is in default under the terms of its first mortgage and a default has been
declared by the lender; delinquent payments of principal, interest and certain
fees represent a cumulative arrearage of approximately $21,000 as of June
2009.  During the years ended March 30, 2008 and 2007, Registrant made
Advances of $45,000 to Edgewood to fund operating deficits; cumulative Advances
as of March 30, 2009 and 2008 are $90,000.  Registrant’s investment
balance in Edgewood, after cumulative equity losses, became zero during the year
ended March 30, 2005 and Advances made by Registrant were recorded as investment
in local partnerships and written off as additional equity in loss of investment
in local partnerships.


29





AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


NOTES
TO FINANCIAL STATEMENTS - (Continued)


MARCH
30, 2009, 2008 AND 2007





5.
            Investment
      in Local Partnerships (continued)





Creative
Choice reported net income for the year ended December 31, 2008 resulting from a
reduction in accrued expenses to an affiliate of approximately $700,000, which
amount is included in interest and other revenue in the combined statement of
operations of the Local Partnerships for the year ended December 31, 2008 herein
Note 5.  Such expenses were accrued in a prior year in connection with
damages resulting from a major hurricane.  Such adjustment to the accounts
of Creative Choice had no impact on the financial statements of the Trust. 
The Trust’s investment balance in Creative Choice, after cumulative equity
losses, became zero during the year ended March 30,
2006.





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 31 and 32,
respectively.


30





AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


NOTES
TO FINANCIAL STATEMENTS - (Continued)


MARCH
30, 2009, 2008 AND 2007





5.
            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
                
                $
                405,372
                
                
                $
                324,274Rents
      receivable
                
                
                64,307
                
                
                
                73,674Escrow
      deposits and reserves
                
                
                1,970,445
                
                
                
                1,988,832Land
                
                
                1,213,303
                
                
                
                1,213,303Buildings
      and improvements (net of accumulated depreciation of $15,616,658 and
      $15,119,286)
                
                
                19,210,075
                
                
                
                19,601,674Intangible
      assets (net of accumulated amortization of $179,500 and
      $165,245)
                
                
                252,480
                
                
                
                266,735Other
      assets
                
                
                477,214
                
                
                
                541,385$
                23,593,196
                
                
                $
                24,009,877LIABILITIES
      AND PARTNERS' EQUITY (DEFICIT)LiabilitiesAccounts
      payable and accrued expenses
                
                $
                1,062,470
                
                
                $
                1,326,147Due
      to related parties
                
                
                2,280,137
                
                
                
                2,284,389Mortgage
      loans
                
                
                20,535,639
                
                
                
                20,995,728Notes
      payable
                
                
                100,000
                
                
                
                100,000Accrued
      interest
                
                
                3,738,421
                
                
                
                3,397,891Other
      liabilities
                
                
                397,886
                
                
                
                403,09728,114,553
                
                
                
                28,507,252Partners'
      equity (deficit)American
      Tax Credit Trust, Series ICapital
      contributions, net of distributions
                
                
                13,909,607
                
                
                
                13,965,047Cumulative
      loss
                
                
                (10,163,854
                )
                
                
                (10,243,181
                )3,745,753
                
                
                
                3,721,866General
      partners and other limited partnersCapital
      contributions, net of distributions
                
                
                472,833
                
                
                
                473,393Cumulative
      loss
                
                
                (8,739,943
                )
                
                
                (8,692,634
                )(8,267,110
                )
                
                
                (8,219,241
                )(4,521,357
                )
                
                
                (4,497,375
                )$
                23,593,196
                
                
                $
                24,009,877


31





AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


NOTES
TO FINANCIAL STATEMENTS - (Continued)


MARCH
30, 2009, 2008 AND 2007





5.
            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
                
                $
                4,381,951
                
                
                $
                4,339,971
                
                
                $
                4,138,282Interest
      and other
                
                
                1,041,420
                
                
                
                201,100
                
                
                
                216,516TOTAL
      REVENUE
                
                
                5,423,371
                
                
                
                4,541,071
                
                
                
                4,354,798EXPENSESAdministrative
                
                
                1,023,796
                
                
                
                1,072,012
                
                
                
                1,040,257Utilities
                
                
                856,384
                
                
                
                865,125
                
                
                
                830,845Operating
      and maintenance
                
                
                1,095,304
                
                
                
                1,278,158
                
                
                
                1,115,652Taxes
      and insurance
                
                
                555,088
                
                
                
                584,747
                
                
                
                549,679Financial
                
                
                741,004
                
                
                
                781,769
                
                
                
                823,071Depreciation
      and amortization
                
                
                1,119,777
                
                
                
                1,137,709
                
                
                
                1,101,322Loss
      from impairment of long-lived assets
                
                
                —
                
                
                
                —
                
                
                
                1,645,703TOTAL
      EXPENSES
                
                
                5,391,353
                
                
                
                5,719,520
                
                
                
                7,106,529NET
      LOSS
                
                $
                32,018
                
                
                $
                (1,178,449
                )
                
                $
                (2,751,731
                )NET
      INCOME (LOSS) ATTRIBUTABLE TOAmerican
      Tax Credit Trust, Series I
                
                $
                79,327
                
                
                $
                (42,198
                )
                
                $
                (129,085
                )General
      partners and other limited partners (includes
                  $47,615,
      $1,124,445 and $2,595,108 of Trust loss in excess of
      investment)
                
                
                (47,309
                )
                
                
                (1,136,251
                )
                
                
                (2,622,646
                )$
                32,018
                
                
                $
                (1,178,449
                )
                
                $
                (2,751,731
                )




32





AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


NOTES
TO FINANCIAL STATEMENTS - (Continued)


MARCH
30, 2009, 2008 AND 2007





5.
            Investment in Local
      Partnerships (continued)





Investment
and capital contribution 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
                      
                      
                      Trust's
                          equity in
                          income for the
                          year ended
                          December 31,
                          2008
                      
                      
                      Adjustment to
                          carrying value
                          during the
                          year ended
                          March 30,
                          2009
                      
                      
                      Cash
                          distributions
                          received during
                          the year ended
                          March 30,
                          2009 (2)
                      
                      
                      Investment in
                          Local
                          Partnership
                          balance as of
                          March 30,
                          2009ACP
      Housing Associates, L.P.
                      
                      $
                      —
                      
                      
                      $
                      —
                      
                      
                      $
                      —
                      (1)
                      
                      $
                      —
                      
                      
                      $
                      —
                      
                      
                      $
                      —Creative
      Choice Homes VII, Ltd.
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      (1)
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —Edgewood
      Manor Associates, L.P.
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      (1)
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —Ledge/McLaren
      Limited Partnership
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      (1)
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —Penn
      Apartment Associates
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      (1)
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —SB-92
      Limited Partnership
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      (1)
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —St.
      Christopher’s Associates, L.P. V
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      (1)
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —St.
      John Housing Associates, L.P.
                      
                      
                      2,053,919
                      
                      
                      
                      —
                      
                      
                      
                      79,327
                      
                      
                      
                      —
                      
                      
                      
                      (55,440
                      )
                      
                      
                      2,077,806Starved
      Rock - LaSalle Manor Limited Partnership
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      (1)
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —Vision
      Limited Dividend Housing Association Limited Partnership
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      (1)
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —$
                      2,053,919
                      
                      
                      $
                      —
                      
                      
                      $
                      79,327
                      
                      
                      $
                      —
                      
                      
                      $
                      (55,440
                      )
                      
                      $
                      2,077,806





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


(2)
            The
      total excludes $750 of distributions received classified as other income
      from local partnerships.


33





AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


NOTES
TO FINANCIAL STATEMENTS - (Continued)


MARCH
30, 2009, 2008 AND 2007





5.
            Investment in Local
      Partnerships (continued)





Investment
and capital contribution 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
              
              
              Trust's
                  equity in
                  income (loss)
                  for the year
                  ended
                  December 31,
                  2007
              
              
              Adjustment to
                  carrying value
                  during the
                  year ended
                  March 30,
                  2008 (1)
              
              
              Cash
                  distributions
                  received during
                  the year ended
                  March 30,
                  2008
              
              
              Investment in
                  Local
                  Partnership
                  balance as of
                  March 30,
                  2008ACP
      Housing Associates, L.P.
              
              $
              —
              
              
              $
              —
              
              
              $
              —
              (3)
              
              $
              —
              
              
              $
              —
              
              
              $
              —Creative
      Choice Homes VII, Ltd.
              
              
              —
              
              
              
              —
              
              
              
              —
              (3)
              
              
              —
              
              
              
              —
              
              
              
              —Edgewood
      Manor Associates, L.P.
              
              
              —
              
              
              
              45,000
              
              
              
              (45,000
              )
      (2)
              
              
              —
              
              
              
              —
              
              
              
              —Ledge/McLaren
      Limited Partnership
              
              
              —
              
              
              
              —
              
              
              
              —
              (3)
              
              
              —
              
              
              
              —
              
              
              
              —Penn
      Apartment Associates
              
              
              —
              
              
              
              —
              
              
              
              —
              (3)
              
              
              —
              
              
              
              —
              
              
              
              —SB-92
      Limited Partnership
              
              
              —
              
              
              
              —
              
              
              
              —
              (3)
              
              
              —
              
              
              
              —
              
              
              
              —St.
      Christopher’s Associates, L.P. V
              
              
              —
              
              
              
              —
              
              
              
              —
              (3)
              
              
              —
              
              
              
              —
              
              
              
              —St.
      John Housing Associates, L.P.
              
              
              2,085,812
              
              
              
              —
              
              
              
              31,962
              
              
              
              —
              
              
              
              (63,855
              )
              
              
              2,053,919Starved
      Rock - LaSalle Manor Limited Partnership
              
              
              235,258
              
              
              
              —
              
              
              
              (29,160
              )
              
              
              (206,098
              )
              
              
              —
              
              
              
              —Vision
      Limited Dividend Housing Association Limited Partnership
              
              
              —
              
              
              
              —
              
              
              
              —
              (3)
              
              
              —
              
              
              
              —
              
              
              
              —$
              2,321,070
              
              
              $
              45,000
              
              
              $
              (42,198
              )
              
              $
              (206,098
              )
              
              $
              (63,855
              )
              
              $
              2,053,919





(1)
            The
      Trust has adjusted an investment’s carrying value in accordance with
      applicable accounting guidelines.


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


(3)
            Additional
      equity in loss of investment is not allocated to the Trust until equity in
      income is earned or additional investment is made by the
      Trust.


34





AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


NOTES
TO FINANCIAL STATEMENTS - (Continued)


MARCH
30, 2009, 2008 AND 2007





5.
            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
                    depreciationACP
      Housing Associates, L.P.
                
                $
                1,467,056
                
                
                $
                14,000
                
                
                $
                2,505,364
                
                
                $
                (856,670
                )Creative
      Choice Homes VII, Ltd.
                
                
                1,567,443
                
                
                
                500,000
                
                
                
                4,137,851
                
                
                
                (1,625,182
                )Edgewood
      Manor Associates, L.P.
                
                
                1,817,774
                
                
                
                —
                
                
                
                8,551
                
                
                
                —Ledge/McLaren
      LimitedPartnership
                
                
                420,132
                
                
                
                123,673
                
                
                
                695,545
                
                
                
                (289,095
                )Penn
      Apartment Associates
                
                
                963,000
                
                
                
                13,357
                
                
                
                1,832,106
                
                
                
                (706,678
                )SB-92
      Limited Partnership
                
                
                3,000,308
                
                
                
                73,000
                
                
                
                4,518,906
                
                
                
                (1,891,074
                )St.
      Christopher’sAssociates,
      L.P. V
                
                
                2,180,000
                
                
                
                31,829
                
                
                
                2,863,993
                
                
                
                (1,868,899
                )St.
      John HousingAssociates,
      L.P.
                
                
                3,621,846
                
                
                
                74,800
                
                
                
                8,279,308
                
                
                
                (3,534,491
                )Starved
      Rock – LaSalle Manor Limited Partnership
                
                
                1,960,226
                
                
                
                202,845
                
                
                
                3,019,829
                
                
                
                (1,101,313
                )Vision
      Limited Dividend Housing Association Limited Partnership
                
                
                3,537,854
                
                
                
                179,799
                
                
                
                6,965,280
                
                
                
                (3,743,256
                )$
                20,535,639
                
                
                $
                1,213,303
                
                
                $
                34,826,733
                
                
                $
                (15,616,658
                )





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
                    depreciationACP
      Housing Associates, L.P.
                
                $
                1,471,944
                
                
                $
                14,000
                
                
                $
                2,505,364
                
                
                $
                (796,403
                )Creative
      Choice Homes VII, Ltd.
                
                
                1,646,281
                
                
                
                500,000
                
                
                
                4,137,851
                
                
                
                (2,120,703
                )Edgewood
      Manor Associates, L.P.
                
                
                1,817,774
                
                
                
                —
                
                
                
                8,551
                
                
                
                —Ledge/McLaren
      Limited Partnership
                
                
                425,492
                
                
                
                123,673
                
                
                
                695,545
                
                
                
                (267,543
                )Penn
      Apartment Associates
                
                
                963,000
                
                
                
                13,357
                
                
                
                1,824,356
                
                
                
                (661,282
                )SB-92
      Limited Partnership
                
                
                3,020,460
                
                
                
                73,000
                
                
                
                4,497,938
                
                
                
                (1,717,214
                )St.
      Christopher’sAssociates,
      L.P. V
                
                
                2,180,000
                
                
                
                31,829
                
                
                
                2,861,952
                
                
                
                (1,756,438
                )St.
      John HousingAssociates,
      L.P.
                
                
                3,776,802
                
                
                
                74,800
                
                
                
                8,279,308
                
                
                
                (3,328,286
                )Starved
      Rock – LaSalle Manor Limited Partnership
                
                
                1,972,046
                
                
                
                202,845
                
                
                
                2,944,815
                
                
                
                (997,734
                )Vision
      Limited Dividend Housing Association Limited Partnership
                
                
                3,721,929
                
                
                
                179,799
                
                
                
                6,965,280
                
                
                
                (3,473,683
                )$
                20,995,728
                
                
                $
                1,213,303
                
                
                $
                34,720,960
                
                
                $
                (15,119,286
                )




35





AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


NOTES
TO FINANCIAL STATEMENTS - (Continued)


MARCH
30, 2009, 2008 AND 2007





5.
            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
                    theyear ended
                    December 31,
                    2008
                
                
                Balance as of
                    December 31,
                    2008Land
                
                $
                1,213,303
                
                
                $
                —
                
                
                $
                1,213,303Buildings
      and improvements
                
                
                34,720,960
                
                
                
                105,773
                
                
                
                34,826,73335,934,263
                
                
                
                105,773
                
                
                
                36,040,036Accumulated
      depreciation
                
                
                (15,119,286
                )
                
                
                (497,372
                )
                
                
                (15,616,658
                )$
                20,814,977
                
                
                $
                (391,599
                )
                
                $
                20,423,378





The
Partnership’s investment in St. John Housing represents more then 20% of the
Partnership’s total assets as of March 30, 2009 and 2008 and the equity in
income recognized by the Partnership for the year ended March 30, 2009 in
connection with St. John Housing 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 St. John
Housing as of and for the years ended December 31, 2008 and 2007:





2008
                
                
                2007Total
      assets
                
                $
                5,996,231
                
                
                $
                6,130,296Total
      liabilities
                
                $
                3,931,568
                
                
                $
                4,089,761Revenue
                
                $
                1,313,998
                
                
                $
                1,210,919Net
      income
                
                $
                80,128
                
                
                $
                32,285





The
equity in loss recognized by the Partnership for the year ended March 30, 2008
in connection with Starved Rock 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 Starved Rock as
of and for the year ended December 31, 2007:





Total
      assets
                  
                  $
                  2,602,874Total
      liabilities
                  
                  $
                  2,212,039Revenue
                  
                  $
                  408,261Net
      loss
                  
                  $
                  (29,455
                  )





6.
            Transactions
      with Manager and Affiliates





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





2009
                  
                  
                  2008
                  
                  
                  2007Paid
                  
                  
                  Incurred
                  
                  
                  Paid
                  
                  
                  Incurred
                  
                  
                  Paid
                  
                  
                  IncurredManagement
      fee (see Note 8)
                  
                  $
                  189,924
                  
                  
                  $
                  192,141
                  
                  
                  $
                  161,510
                  
                  
                  $
                  192,141
                  
                  
                  $
                  83,677
                  
                  
                  $
                  192,141


36





AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


NOTES
TO FINANCIAL STATEMENTS - (Continued)


MARCH
30, 2009, 2008 AND 2007





7.
            Taxable
      Loss





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





2009
                  
                  
                  2008
                  
                  
                  2007Financial
      statement net loss for the years ended March 30, 2009, 2008 and
      2007
                  
                  $
                  (151,904
                  )
                  
                  $
                  (428,175
                  )
                  
                  $
                  (317,604
                  )Add
      (less) net transactions occurring betweenJanuary
      1, 2006 and March 30, 2006
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (37,423
                  )January
      1, 2007 and March 30, 2007
                  
                  
                  —
                  
                  
                  
                  (36,415
                  )
                  
                  
                  36,415January
      1, 2008 and March 30, 2008
                  
                  
                  (61,054
                  )
                  
                  
                  61,054
                  
                  
                  
                  —January
      1, 2009 and March 30, 2009
                  
                  
                  65,961
                  
                  
                  
                  —
                  
                  
                  
                  —Adjusted
      financial statement net loss for the years ended December 31, 2008, 2007
      and 2006
                  
                  
                  (146,997
                  )
                  
                  
                  (403,536
                  )
                  
                  
                  (318,612
                  )Adjustment
      to management fee pursuant to Internal Revenue Code Section
      267
                  
                  
                  183,496
                  
                  
                  
                  30,631
                  
                  
                  
                  21,860Differences
      arising from equity in loss of investment in local
      partnerships
                  
                  
                  (368,062
                  )
                  
                  
                  (1,553,847
                  )
                  
                  
                  (1,092,375
                  )Other
      income from local partnerships
                  
                  
                  (750
                  )
                  
                  
                  —
                  
                  
                  
                  —Other
      differences
                  
                  
                  499
                  
                  
                  
                  (99
                  )
                  
                  
                  (137
                  )Tax
      return loss for the years ended December 31, 2008, 2007 and
      2006
                  
                  $
                  (331,814
                  )
                  
                  $
                  (1,926,851
                  )
                  
                  $
                  (1,389,264
                  )





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





2008
                    
                    
                    2007Investment
      in local partnerships - financial reporting
                    
                    $
                    2,077,806
                    
                    
                    $
                    2,053,919Investment
      in local partnerships - tax
                    
                    
                    (2,671,498
                    )
                    
                    
                    (2,326,573
                    )$
                    4,749,304
                    
                    
                    $
                    4,380,492





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


37





AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


NOTES
TO FINANCIAL STATEMENTS - (Continued)


MARCH
30, 2009, 2008 AND 2007





8.
            Commitments
      and Contingencies





Pursuant
to the Trust Agreement, the Trust incurs an annual management fee (the
“Management Fee”) payable to the Manager for its services in connection with the
management of the affairs of the Trust.  The annual Management Fee is
equal to 0.5% of all proceeds as of December 31 of any year, invested or
committed for investment in Local Partnerships plus all debts of the Local
Partnerships related to the Properties.  The Trust incurred a
Management Fee of $192,141 for each of the years ended March 30, 2009, 2008 and
2007.  Unpaid Management Fees in the amount of $826,034 and $823,817
are recorded as payable to manager and affiliates in the accompanying balance
sheets as of March 30, 2009 and 2008, respectively.





The rents
of the Properties, certain of which receive rental subsidy payments, including
payments under Section 8 of Title II of the Housing and Community Development
Act of 1974 (“Section 8”), are subject to specific laws, regulations and
agreements with federal and state agencies.  The subsidy agreements
expire at various times during the Compliance Periods of the Local
Partnerships.  Since October 1997, the United States Department of
Housing and Urban Development (“HUD”) has issued a series of directives related
to project based Section 8 contracts that define owners’ notification
responsibilities, advise owners of project based Section 8 properties of what
their options are regarding the renewal of Section 8 contracts, provide guidance
and procedures to owners, management agents, contract administrators and HUD
staff concerning renewal of Section 8 contracts, provide policies and procedures
on setting renewal rents and handling renewal rent adjustments and provide the
requirements and procedures for opting-out of a Section 8 project based
contract.  The Trust cannot reasonably predict legislative initiatives
and governmental budget negotiations, the outcome of which could result in a
reduction in funds available for the various federal and state administered
housing programs including the Section 8 program.  Such changes could
adversely affect the future net operating income before debt service and debt
structure of any or all Local Partnerships currently receiving such subsidy or
similar subsidies.  Four Local Partnerships’ Section 8 contracts are
currently subject to renewal under applicable HUD guidelines.  In
addition, three Local Partnerships have entered into restructuring agreements,
resulting in changes to both rent subsidy and mandatory debt
service.





9.
            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 andRestrictedCash





The
carrying amounts approximate fair value.





Investments inBonds





Fair
value is estimated based on market quotes provided by an independent service as
of the balance sheet dates.





InterestReceivable





The
carrying amount approximates fair value due to the terms of the underlying
investments.





InterestPayable





The
carrying amount approximates fair value in accordance with the Local
Partnerships' partnership agreements.





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


38





AMERICAN
TAX CREDIT TRUST,


a
Delaware statutory business trust


Series
I


NOTES
TO FINANCIAL STATEMENTS - (Continued)


MARCH
30, 2009, 2008 AND 2007




10.
            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
                            
                            $
                            7,466
                            
                            
                            $
                            6,218
                            
                            
                            $
                            2,515
                            
                            
                            $
                            287Expenses
                            
                            
                            (60,585
                            )
                            
                            
                            (58,845
                            )
                            
                            
                            (62,039
                            )
                            
                            
                            (66,248
                            )Equity
      in income (loss) of investment in local partnerships
                            
                            
                            59,097
                            
                            
                            
                            47,953
                            
                            
                            
                            13,104
                            
                            
                            
                            (40,827
                            )Net
      income (loss)
                            
                            
                            5,978
                            
                            
                            
                            (4,674
                            )
                            
                            
                            (46,420
                            )
                            
                            
                            (106,788
                            )Net
      income (loss) per unit of beneficial ownership interest
                            
                            
                            .32
                            
                            
                            
                            (.25
                            )
                            
                            
                            (2.46
                            )
                            
                            
                            (5.67
                            )2008Total
      revenue
                            
                            $
                            23,121
                            
                            
                            $
                            19,720
                            
                            
                            $
                            16,460
                            
                            
                            $
                            11,134Expenses
                            
                            
                            (57,892
                            )
                            
                            
                            (57,591
                            )
                            
                            
                            (62,643
                            )
                            
                            
                            (72,188
                            )Equity
      in income (loss) of investment in local partnerships
                            
                            
                            (62,250
                            )
                            
                            
                            12,295
                            
                            
                            
                            13,062
                            
                            
                            
                            (211,403
                            )Net
      loss
                            
                            
                            (97,021
                            )
                            
                            
                            (25,576
                            )
                            
                            
                            (33,121
                            )
                            
                            
                            (272,457
                            )Net
      loss per unit of beneficial ownership interest
                            
                            
                            (5.15
                            )
                            
                            
                            (1.36
                            )
                            
                            
                            (1.75
                            )
                            
                            
                            (14.46
                            )


39





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




40




PART
III





Item
10.  Directors and Executive
Officers of the Registrant.





Registrant
has no officers or directors.  The Manager manages Registrant's
affairs and has general responsibility and authority in all matters affecting
its business.  The executive officers and director of the Manager
are:





Served
      in presentName
                          
                          capacity since 1
                          
                          Position heldRichard
      Paul Richman
                          
                          May
      10, 1993
                          
                          DirectorDavid
      A. Salzman
                          
                          February
      1, 2001
                          
                          PresidentJames
      Hussey
                          
                          January
      20, 2009
                          
                          Vice
      President and TreasurerGina
      K. Dodge
                          
                          May
      10, 1993
                          
                          SecretaryCharles
      L. Krafnick
                          
                          February
      1, 2003
                          
                          Assistant
      Treasurer


1 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 the Manager.  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
the Manager and the general partner of Secured Income L.P., a director of Wilder
Richman Historic Corporation, an affiliate of the Manager and the general
partner of Wilder Richman Historic Properties II, L.P., the director of Richman
Tax Credit Properties Inc., an affiliate of the Manager and the general partner
of the general partner of American Tax Credit Properties L.P., the director of
Richman Tax Credits Inc., an affiliate of the Manager and the general partner of
the general partner of American Tax Credit Properties II L.P. and the director
of Richman Housing Credits Inc., an affiliate of the Manager and the general
partner of the general partner of American Tax Credit Properties III
L.P.





David A. Salzman,age 48, is
the President of the Manager 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 the Manager.  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 the Manager.  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 the Manager 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, Ms. Dodge is responsible
for communications with investors.





Charles L. Krafnick, age 47,
is the Assistant Treasurer of the Manager 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 the Manager.





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.


41




Item
10.  Directors and Executive
Officers of the Registrant (continued).
 
 The Board
of Director of the Manager 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
Manager 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 the
Manager 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, the Manager did not pay
any compensation to any of its officers or its director.  The director
and certain officers of the Manager receive compensation from certain affiliates
of the Manager 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 Manager and certain of its affiliates which provide for
compensation to be paid to the Manager 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 Manager 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 and Related Stockholder
Matters.
 
 Two
affiliates of Everest Properties, Inc., having the mailing address 199 S. Los
Robles Avenue, Suite 200, Pasadena, California 91101, together own 2,214 Units,
representing approximately 11.9% of all such Units.  As of December
31, 2008, no person or entity, other than the affiliates of Everest Properties,
Inc. noted above, was known by Registrant to be the beneficial owner of more
than five percent of the Units.
 
 Neither
the Manager nor the director or any officer of the Manager own any
Units.  The majority owner of the Manager is Richard Paul
Richman.
 
 Item
13.  Certain
Relationships and Related Transactions and Director
Independence.
 
 Transactions with Related
Persons
 
 The
Manager 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 Manager was $3,318 and $19,270,
respectively
 
 Review, Approval or
Ratification of Transactions with Related Parties
 
 Pursuant
to the terms of the Trust Agreement, Registrant has specific rights
and limitations in conducting business with the Manager and affiliates.  To
date, Registrant has followed such provisions of the Trust Agreement. 
Registrant's unwritten policies for transacting business
with related parties are to first refer to the Trust
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 the Manager for review and
approval.  If any matter in connection with such transaction might be
unclear under the terms of the Trust 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 the Manager or any affiliate of the foregoing was
indebted to Registrant at any time during the fiscal years ended March 30, 2009
and 2008.
  42
 
 Item
14.  Principal Accountant Fees
and Services.
 
 Registrant’s
independent registered public accounting firm billed Registrant the following
fees for professional services rendered for the years ended March 30, 2009 and
2008:
 
 2009
                      
                      
                      2008Audit
      Fees
                      
                      $
                      24,000
                      
                      
                      $
                      28,500Audit-Related
      Fees
                      
                      
                      —
                      
                      
                      
                      —Tax
      Fees
                      
                      $
                      8,000
                      
                      
                      $
                      5,000All
      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.
  43
 
 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 notes thereto.
 
 (3)  Exhibits
  Incorporated byExhibit
                            
                            Reference to4.1
                            
                            Fourth
      Amended and Restated Agreement of Trust of Registrant
                            
                            Appendix
      A to Registrant’s Prospectus filed September 21, 1993
                              (File
      No. 33-58032)10.1
                            
                            Credit
      Agreement dated as of December 27, 1993 between Trust and Citibank
      N.A.
                            
                            Exhibit
      10.1 to Form 10-Q Report
                              for
      the period ended December 30, 1993
                              (File
      No. 33-58032)10.2
                            
                            Security
      and Pledge Agreement dated as of December 27, 1993 between Trust and
      Citibank N.A.
                            
                            Exhibit
      10.2 to Form 10-Q Report
                              for
      the period ended December 30, 1993
                              (File
      No. 33-58032)10.3
                            
                            Cash
      Collateral Agreement dated as of December 27, 1993 between Trust and
      Citibank N.A.
                            
                            Exhibit
      10.3 to Form 10-Q Report
                              for
      the period ended December 30, 1993
                              (File
      No. 33-58032)10.4
                            
                            Promissory
      Note dated December 27, 1993 from Trust to Citibank N.A.
                            
                            Exhibit
      10.4 to Form 10-Q Report
                              for
      the period ended December 30, 1993
                              (File
      No. 33-58032)10.5
                            
                            Tri-Party
      Agreement dated as of December 27, 1993 between Trust, Citibank N.A. and
      United States Trust Company of New York
                            
                            Exhibit
      10.5 to Form 10-Q Report
                              for
      the period ended December 30, 1993
                              (File
      No. 33-58032)10.6
                            
                            ACP
      Housing Associates, L.P. Amended and Restated Agreement of Limited
      Partnership
                            
                            Exhibit
      10.1 to Form 10-Q Report
                              for
      the period ended September 29, 1995
                              (File
      No. 0-24600)10.7
                            
                            Creative
      Choice Homes VII, Ltd. Amended and Restated Agreement of Limited
      Partnership
                            
                            Exhibit
      10.1 to Form 10-Q Report
                              for
      the period ended December 30, 1994
                              (File
      No. 0-24600)10.8
                            
                            Edgewood
      Manor Associates, L.P. Amended and Restated Agreement of Limited
      Partnership
                            
                            Exhibit
      10.6 to Form 10-K Report
                              for
      the year ended March 30, 1994
                              (File
      No. 33-58032)10.9
                            
                            Ledge
      / McLaren Limited Partnership Amended and Restated Agreement of Limited
      Partnership
                            
                            Exhibit
      10.2 to Form 10-Q Report
                              for
      the period ended December 30, 1994
                              (File
      No.
0-24600)
  44
  Incorporated byExhibit
                          
                          Reference to10.10
                          
                          Penn
      Apartment Associates Amended and Restated Agreement of Limited
      Partnership
                          
                          Exhibit
      10.7 to Form 10-K Report
                            for
      the year ended March 30, 1994
                            (File
      No. 33-58032)10.11
                          
                          First
      Amendment to Penn Apartment Associates Amended and Restated Agreement of
      Limited Partnership
                          
                          Exhibit
      10.8 to Form 10-K Report
                            for
      the year ended March 30, 1994
                            (File
      No. 33-58032)10.12
                          
                          Second
      Amendment to Penn Apartment Associates Amended and Restated Agreement of
      Limited Partnership
                          
                          Exhibit
      10.9 to Form 10-K Report
                            for
      the year ended March 30, 1994
                            (File
      No. 33-58032)10.13
                          
                          SB-92
      Limited Partnership Amended and Restated Agreement of Limited
      Partnership
                          
                          Exhibit
      10.6 to Form 10-Q Report
                            for
      the period ended December 30, 1993
                            (File
      No. 33-58032)10.14
                          
                          St.
      Christopher's Associates, L.P. V Amended and Restated Agreement of Limited
      Partnership
                          
                          Exhibit
      10.1 to Form 10-Q Report
                            for
      the period ended June 29, 1994
                            (File
      No. 33-58032)10.15
                          
                          St.
      John Housing Associates, L.P. Amended and Restated Agreement of Limited
      Partnership
                          
                          Exhibit
      10.7 to Form 10-Q Report
                            for
      the period ended December 30, 1993
                            (File
      No. 33-58032)10.16
                          
                          Starved
      Rock - LaSalle Manor Limited Partnership Amended and Restated Agreement of
      Limited Partnership
                          
                          Exhibit
      10.2 to Form 10-Q Report
                            for
      the period ended September 29, 1995
                            (File
      No. 0-24600)10.17
                          
                          Vision
      Limited Dividend Housing Association Limited Partnership Amended and
      Restated Agreement of Limited Partnership
                          
                          Exhibit
      10.3 to Form 10-Q Report
                            for
      the period ended December 30, 1994
                            (File
      No. 0-24600)*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.*99.1
                          
                          Pages
      11 through 21 of Prospectus of Registrant dated September 7, 1993 filed
      pursuant to Rule 424 (b)(3) under the Securities Act of
    1933*99.2
                          
                          Pages
      26 through 48 of Prospectus of Registrant dated September 7, 1993 filed
      pursuant to Rule 424 (b)(3) under the Securities Act of
    1933*99.3
                          
                          Pages
      63 through 65 of Prospectus of Registrant dated September 7, 1993 filed
      pursuant to Rule 424 (b)(3) under the Securities Act of
    1933*99.4
                          
                          Supplement
      No. 2 dated November 16, 1993 to Prospectus of Registrant dated September
      7, 1993 filed pursuant to Rule 424 (b)(3) under the Securities Act of
      1933*99.5
                          
                          Supplement
      No. 3 dated November 23, 1994 to Prospectus of Registrant dated September
      7, 1993 filed pursuant to Rule 424 (b)(3) under the Securities Act of
      1933
  45
  Incorporated byExhibit
                          
                          Reference to*99.6
                          
                          Supplement
      No. 4 dated December 28, 1994 to Prospectus of Registrant dated September
      7, 1993 filed pursuant to Rule 424 (b)(3) under the Securities Act of
      193399.7
                          
                          Independent
      Auditor’s Report of ACP Housing Associates, L.P. as of and for the year
      ended December 31, 2004
                          
                          Exhibit
      99.10 to Form 10-K Report
                            for
      the year ended March 30, 2005
                            (File
      No. 0-24600)99.8
                          
                          Independent
      Auditors’ Report of Creative Choice Homes VII, Ltd. as of and for the year
      ended December 31, 2004
                          
                          Exhibit
      99.11 to Form 10-K Report
                            for
      the year ended March 30, 2005
                            (File
      No. 0-24600)99.9
                          
                          Report
      of Independent Registered Public Accounting Firm of Vision L.D.H.A.
      Limited Partnership as of and for the year ended December 31,
      2004
                          
                          Exhibit
      99.12 to Form 10-K Report
                            for
      the year ended March 30, 2005
                            (File
      No. 0-24600)99.10
                          
                          Report
      of Independent Registered Public Accounting Firm of Vision L.D.H.A.
      Limited Partnership as of and for the year ended December 31,
      2005
                          
                          Exhibit
      99.8 to Form 10-K Report
                            for
      the year ended March 30, 2006
                            (File
      No. 0-24600)99.11
                          
                          Audited
      Financial Statements of Creative Choice Homes VII, Ltd. as of and for the
      year ended December 31, 2005
                          
                          Exhibit
      99.9 to Form 10-K Report
                            for
      the year ended March 30, 2006
                            (File
      No. 0-24600)99.12
                          
                          Audited
      Financial Statements of St. John Housing Associates Limited Partnership as
      of and for the year ended December 31, 2005
                          
                          Exhibit
      99.10 to Form 10-K Report
                            for
      the year ended March 30, 2006
                            (File
      No. 0-24600)99.13
                          
                          Independent
      Auditors’ Report of Ledge/McLaren Limited Partnership as of and for the
      year ended December 31, 2006
                          
                          Exhibit
      99.11 to Form 10-K Report
                            for
      the year ended March 30, 2007
                            (File
      No. 0-24600)99.14
                          
                          Audited
      Financial Statements of St. John Housing Associates Limited Partnership as
      of and for the year ended December 31, 2006
                          
                          Exhibit
      99.12 to Form 10-K Report
                            for
      the year ended March 30, 2007
                            (File
      No. 0-24600)99.15
                          
                          Audited
      Financial Statements of Vision L.D.H.A. Limited Partnership as of and for
      the year ended December 31, 2006
                          
                          Exhibit
      99.13 to Form 10-K Report
                            for
      the year ended March 30, 2007
                            (File
      No. 0-24600)*99.16
                          
                          Deferred
      Fee Agreement between Registrant, the Manager and ML Fund Administrators
      Inc.
 
 *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 TRUST,a
      Delaware statutory business trustSeries
      IBy:  Richman
      American Credit Corp.,The
      ManagerDated:  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 Manager
                                      
                                      June 29, 2009(David
      Salzman)/s/James Hussey
                                      
                                      Chief
      Financial Officer of the Manager
                                      
                                      June 29, 2009(James
      Hussey)/s/Richard Paul Richman
                                      
                                      Director
      of the Manager
                                      
                                      June 29, 2009(Richard
      Paul Richman)
  47