UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C.  20549
 
 FORM
10-Q
 
 (Mark
One)
 x           QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 
 For the
Quarterly Period Ended September
29, 2009
 
 OR
 
  ̈           TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 
 For the
Transition Period from ____________ to ____________
 
 Commission
File Number: 0-17619
 
 American Tax Credit
Properties L.P.
 (Exact
Name of Registrant as Specified in its Charter)
 
 Delaware
                
                13-3458875(State
      or Other Jurisdiction of
                
                (I.R.S.
      EmployerIncorporation
      or Organization)
                
                Identification
      No.)
 
 Richman
      Tax Credit Properties L.P.340
      Pemberwick RoadGreenwich, Connecticut
                
                06831(Address
      of Principal Executive Offices)
                
                (Zip
      Code)
 
 Registrant's
Telephone Number, Including Area Code:  (203)
869-0900
 
 Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to filing requirements for the
past 90 days.
 
 Yes  x  No  ̈
 
 Indicate
by check mark whether the Registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
Registrant was required to submit and post such files).
 
 Yes   ̈   No
 ̈
 
 Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
 
 Large
Accelerated Filer   ̈  Accelerated
Filer  ̈  Non-Accelerated
Filer  ̈   Smaller
Reporting Company  x
 
 Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 
 Yes  ̈  No x
 
 As of
November 9, 2009, there are 41,286 units of limited partnership interest
outstanding.
  
  AMERICAN
TAX CREDIT PROPERTIES L.P.
 
 PART
I - FINANCIAL
INFORMATION
 
 Item
1. Financial
Statements.
 
 Table of Contents
                      
                      PageBalance
      Sheets
                      
                      3Statements
      of Operations
                      
                      4Statements
      of Cash Flows
                      
                      5Notes
      to Financial Statements
                      
                      6
  2
  AMERICAN
TAX CREDIT PROPERTIES L.P.
 BALANCE
SHEETS
 (UNAUDITED)
 
 September 29,
                  
                  
                  March 30,2009
                  
                  
                  2009ASSETSCash
      and cash equivalents
                  
                  $
                  1,642,238
                  
                  
                  $
                  1,817,949Prepaid
      expenses
                  
                  
                  7,037Investment
      in local partnerships
                  
                  
                  210,274
                  
                  
                  
                  214,487$
                  1,859,549
                  
                  
                  $
                  2,032,436LIABILITIES
      AND PARTNERS' EQUITY (DEFICIT)LiabilitiesAccounts
      payable and accrued expenses
                  
                  $
                  27,743
                  
                  
                  $
                  86,288Payable
      to general partner and affiliates
                  
                  
                  201,061
                  
                  
                  
                  85,723228,804
                  
                  
                  
                  172,011Commitments
      and contingenciesPartners'
      equity (deficit)General
      partner
                  
                  
                  (349,393
                  )
                  
                  
                  (347,096
                  )Limited
      partners (41,286 units of limited partnership interest
      outstanding)
                  
                  
                  1,980,138
                  
                  
                  
                  2,207,5211,630,745
                  
                  
                  
                  1,860,425$
                  1,859,549
                  
                  
                  $
                  2,032,436
 
 See Notes
to Financial Statements.
  3
  AMERICAN
TAX CREDIT PROPERTIES L.P.
 STATEMENTS
OF OPERATIONS
 THREE
AND SIX MONTH PERIODS ENDED SEPTEMBER 29, 2009 AND 2008
 (UNAUDITED)
 
 Three Months
                    Ended
                    September 29,
                    2009
                
                
                Six Months
                    Ended
                    September 29,
                    2009
                
                
                Three Months
                    Ended
                    September 29,
                    2008
                
                
                Six Months
                    Ended
                    September 29,
                    2008REVENUEInterest
                
                $
                759
                
                
                $
                985
                
                
                $
                8,080
                
                
                $
                15,657Other
      income from local partnerships
                
                
                7,180
                
                
                
                21,860
                
                
                
                
                
                
                
                2,500TOTAL
      REVENUE
                
                
                7,939
                
                
                
                22,845
                
                
                
                8,080
                
                
                
                18,157EXPENSESAdministration
      fees
                
                
                45,931
                
                
                
                91,862
                
                
                
                45,931
                
                
                
                91,862Management
      fee
                
                
                43,867
                
                
                
                87,734
                
                
                
                43,867
                
                
                
                87,734Professional
      fees
                
                
                18,880
                
                
                
                45,409
                
                
                
                15,616
                
                
                
                31,217State
      of New Jersey filing fee
                
                
                4,937
                
                
                
                17,493
                
                
                
                (2,678
                )
                
                
                10,474Printing,
      postage and other
                
                
                2,627
                
                
                
                5,814
                
                
                
                3,682
                
                
                
                8,203TOTAL
      EXPENSES
                
                
                116,242
                
                
                
                248,312
                
                
                
                106,418
                
                
                
                229,490(108,303
                )
                
                
                (225,467
                )
                
                
                (98,338
                )
                
                
                (211,333
                )Equity
      in income (loss) of investment in local partnerships
                
                
                5,505
                
                
                
                (4,213
                )
                
                
                (3,918
                )
                
                
                (45,771
                )NET
      LOSS
                
                $
                (102,798
                )
                
                $
                (229,680
                )
                
                $
                (102,256
                )
                
                $
                (257,104
                )NET
      LOSS ATTRIBUTABLE TOGeneral
      partner
                
                $
                (1,028
                )
                
                $
                (2,297
                )
                
                $
                (1,023
                )
                
                $
                (2,571
                )Limited
      partners
                
                
                (101,770
                )
                
                
                (227,383
                )
                
                
                (101,233
                )
                
                
                (254,533
                )$
                (102,798
                )
                
                $
                (229,680
                )
                
                $
                (102,256
                )
                
                $
                (257,104
                )NET LOSSper unit of
      limited partnership interest (41,286 units of limited partnership
      interest)
                
                $
                (2.47
                )
                
                $
                (5.51
                )
                
                $
                (2.46
                )
                
                $
                (6.17
                )
 
 See Notes
to Financial Statements.
  4
  AMERICAN
TAX CREDIT PROPERTIES L.P.
 STATEMENTS
OF CASH FLOWS
 SIX
MONTHS ENDED SEPTEMBER 29, 2009 AND 2008
 (UNAUDITED)
 
 2009
                            
                            
                            2008CASH
      FLOWS FROM OPERATING ACTIVITIESInterest
      received
                            
                            $
                            985
                            
                            
                            $
                            15,657Cash
      paid foradministration
      fees
                            
                            
                            (64,258
                            )
                            
                            
                            (10,185
                            )professional
      fees
                            
                            
                            (82,952
                            )
                            
                            
                            (69,077
                            )State
      of New Jersey filing fee
                            
                            
                            (40,384
                            )
                            
                            
                            (52,011
                            )printing,
      postage and other expenses
                            
                            
                            (10,962
                            )
                            
                            
                            (30,370
                            )Net
      cash used in operating activities
                            
                            
                            (197,571
                            )
                            
                            
                            (145,986
                            )CASH
      FLOWS FROM INVESTING ACTIVITIESDistributions
      received from local partnerships
                            
                            
                            21,860
                            
                            
                            
                            2,500Net
      cash provided by investing activities
                            
                            
                            21,860
                            
                            
                            
                            2,500Net
      decrease in cash and cash equivalents
                            
                            
                            (175,711
                            )
                            
                            
                            (143,486
                            )Cash
      and cash equivalents at beginning of period
                            
                            
                            1,817,949
                            
                            
                            
                            2,291,787CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                            
                            $
                            1,642,238
                            
                            
                            $
                            2,148,301RECONCILIATION
      OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIESNet
      loss
                            
                            $
                            (229,680
                            )
                            
                            $
                            (257,104
                            )Adjustments
      to reconcile net loss to net cash used in operating
    activitiesEquity
      in loss of investment in local partnerships
                            
                            
                            4,213
                            
                            
                            
                            45,771Distributions
      from local partnerships classified as other income
                            
                            
                            (21,860
                            )
                            
                            
                            (2,500
                            )Increase
      in prepaid expenses
                            
                            
                            (7,037
                            )
                            
                            
                            (15,830
                            )Decrease
      in accounts payable and accrued expenses
                            
                            
                            (58,545
                            )
                            
                            
                            (85,734
                            )Increase
      in due to general partner and affiliates
                            
                            
                            115,338
                            
                            
                            
                            169,411NET
      CASH USED IN OPERATING ACTIVITIES
                            
                            $
                            (197,571
                            )
                            
                            $
                            (145,986
                            )
 
 See Notes
to Financial Statements.
  5
  AMERICAN
TAX CREDIT PROPERTIES L.P.
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
29, 2009
 (UNAUDITED)
 
 1.
              Basis
      of Presentation
 
 The
accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
(“GAAP”) for interim financial information.  They do not include all
information and footnotes required by GAAP for complete financial
statements.  The results of operations are impacted by the combined
results of operations of the Local Partnerships, which are provided by the Local
Partnerships on an unaudited basis during interim
periods.  Accordingly, the accompanying financial statements are
dependent on such unaudited information.  In the opinion of the
General Partner, the accompanying financial statements include all adjustments
necessary to present fairly the financial position as of September 29, 2009 and
the results of operations and cash flows for the interim periods
presented.  All adjustments are of a normal recurring
nature.  The results of operations for the six months ended September
29, 2009 are not necessarily indicative of the results that may be expected for
the entire year.
 
 Recent Accounting
Pronouncements
 
 The
Financial Accounting Standards Board (“FASB”) issued Interpretation (“FIN”) No.
48, “Accounting for Uncertainty in Income Taxes,” as codified by the FASB
Accounting Standards Codification (“ASC”) Topic 740; Subtopic 10, which
interprets Statement of Financial Accounting Standard (“SFAS”) No. 109,
“Accounting for Income Taxes,” as codified by ASC Topic 740; Subtopic
10.  ASC Topic 740; Subtopic 10 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 ASC Topic 740; Subtopic 10 had recommended a
“probable” standard for recognition of tax consequences rather than the
“more-likely-than-not” standard finally adopted.  Because the
Partnership is a pass-through entity and is not required to pay income taxes,
ASC Topic 740; Subtopic 10 does not currently have any impact on its financial
statements.
 
 The FASB
issued SFAS No. 157, “Fair Value Measurements,” as codified by ASC Topic 820,
which defines fair value, establishes a framework for measuring fair value in
accordance with GAAP and expands disclosures about fair value
measurements.  ASC Topic 820 applies to other accounting
pronouncements that require or permit fair value
measurements.  Accordingly, ASC Topic 820 does not require any new
fair value measurements.  ASC Topic 820 is effective for fiscal years
beginning after November 15, 2007.  The Partnership adopted ASC
Topic 820 effective March 31, 2008.  On February 6, 2008 the FASB
approved the Financial Staff Position (“FSP”) that deferred the effective date
of ASC Topic 820 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 ASC Topic 820 for
financial assets and liabilities did not have a material impact on the
Partnership’s financial position, results of operations or cash
flows.
 
 The
Partnership adopted ASC Topic 820 as of March 31, 2008, with the exception of
the application of the statement to nonrecurring nonfinancial assets and
nonfinancial liabilities.  Nonrecurring nonfinancial assets and
liabilities for which the Partnership has not applied the provisions of ASC
Topic 820 include investment in local partnerships, which is accounted for under
the equity method of accounting.
 
 ASC Topic
820 establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value.  These tiers include: Level 1, defined
as observable inputs such as quoted prices in active markets for identical
assets or liabilities; Level 2, defined as inputs other than quoted prices for
similar assets or liabilities in active markets that are either directly or
indirectly observable; and Level 3, defined as unobservable inputs in which
little or no market data exists, therefore requiring an entity to develop its
own assumptions.
 
 Financial
assets accounted for at historical cost which approximates fair value on a
recurring basis as of September 29, 2009 are cash and cash equivalents of
$1,642,238 as reflected in the accompanying balance sheet.  Cash and
cash equivalents are carried at historical cost which approximates fair value
based on quoted market prices for identical securities (Level 1
inputs).
  6
 
 AMERICAN
TAX CREDIT PROPERTIES L.P.
 NOTES
TO FINANCIAL STATEMENTS - (Continued)
 SEPTEMBER
29, 2009
 (UNAUDITED)
 
 1.
              Basis
      of Presentation (continued)
 
 The FASB
issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial
Liabilities - including an amendment of FASB Statement No. 115,” as codified by
ASC Topic 825; Subtopic 10, which 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.  ASC Topic 825; Subtopic 10 is
effective for fiscal years beginning after November 15, 2007.  On
March 31, 2008, the Partnership adopted ASC Topic 825; Subtopic 10 and elected
not to apply the provisions to its eligible financial assets and financial
liabilities on the date of adoption.  Accordingly, the initial
application of ASC Topic 825; Subtopic 10 had no effect on the Partnership’s
financial statements.
 
 The FASB
issued SFAS No. 141R, “Business Combinations,” as codified by ASC Topic 805,
which 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.  ASC
Topic 805 is effective for fiscal years ending after December 15, 2008 and its
adoption has not had an impact on the Partnership’s financial position or
results of operations.
 
 The FASB
issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial
Statements, an amendment of ARB No. 51,” as codified by ASC Topic 810, which
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, ASC Topic
810 requires that income attributable to both controlling and noncontrolling
interests be presented separately on the face of the consolidated income
statement.  In addition, ASC Topic 810 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.  ASC Topic 810
requires retroactive adoption of the presentation and disclosure requirements
for existing minority interests.  All other requirements of ASC Topic
810 shall be applied prospectively.  ASC Topic 810 is effective for
the first annual reporting period beginning on or after December 15, 2008 and
its adoption will not have an impact on the Partnership’s financial position or
results of operations.
 
 The
Emerging Issues Task Force (“EITF”) issued EITF No. 08-6, “Equity Method
Investment Accounting Considerations,” as codified by ASC Topic 323; Subtopic
10, which 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.  ASC Topic 323; Subtopic 10 shall be
effective in fiscal years beginning on or after December 15, 2008, and
interim periods within those fiscal years.  ASC Topic 323; Subtopic 10
shall be applied prospectively with early application prohibited and its
adoption will not have an impact on the Partnership’s financial position or
results of operations.
 
 In April
2009, the FASB issued FSP 107-1 and APB 28-1, “Interim Disclosures about Fair
Value of Financial Instruments,” as codified by ASC Topic 825; Subtopic 10,
which 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.  ASC Topic 825; Subtopic 10 is effective
for the Partnership as of June 30, 2009 and its adoption did not impact the
Partnership’s financial condition or results of operations.
 
 In May
2009, the FASB issued SFAS No. 165, “Subsequent Events,” as codified by ASC
Topic 855, which 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.  ASC Topic 855 is
effective for the Partnership as of June 30, 2009 and its adoption did not
impact the Partnership’s financial condition or results of
operations.
  7
  AMERICAN
TAX CREDIT PROPERTIES L.P.
 NOTES
TO FINANCIAL STATEMENTS - (Continued)
 SEPTEMBER
29, 2009
 (UNAUDITED)
 
 2.
              Investment
      in Local Partnerships
 
 The
Partnership originally acquired limited partner interests (the “Local
Partnership Interests”) in nineteen Local Partnerships representing capital
contributions in the aggregate amount of $36,228,149, which includes voluntary
advances made to certain Local Partnerships and all of which has been
paid.  As of September 29, 2009, the Partnership holds a Local
Partnership Interest in twelve Local Partnerships (see discussion below
regarding the potential sale of three Local Partnership Interests).
 
 For the
six months ended September 29, 2009, the investment in local partnerships
activity consists of the following:
 
 Investment
      in local partnerships as of March 30, 2009
                    
                    $
                    214,487Equity
      in loss of investment in local partnerships
                    
                    
                    (4,213
                    )
      *Distributions
      received from Local Partnerships
                    
                    
                    (21,860
                    )Distributions
      classified as other income
                    
                    
                    21,860Investment
      in local partnerships as of September 29, 2009
                    
                    $
                    210,274
 
 *Equity
in loss of investment in local partnerships is limited to the Partnership’s
investment balance in each Local Partnership; any excess is applied to other
partners' capital in any such Local Partnership.
 
 Cobbet
Hill Associates Limited Partnership (“Cobbet”) was originally financed with a
first mortgage with mandatory monthly payment terms with the Massachusetts
Housing Finance Agency (“MHFA”) and a second mortgage with MHFA under the State
Housing Assistance for Rental Production Program (the “SHARP Operating Loan”)
whereby proceeds would be advanced monthly as an operating subsidy (the
“Operating Subsidy Payments”).  The terms of the SHARP Operating Loan
called for declining Operating Subsidy Payments over its term (not more than 15
years).  However, due to the economic condition of the Northeast
region in the early 1990’s, MHFA instituted an operating deficit loan (the
“ODL”) program that supplemented the scheduled reduction in the Operating
Subsidy Payments.  Effective October 1, 1997, MHFA announced its
intention to eliminate the ODL program, such that Cobbet no longer receives the
ODL, without which Cobbet is unable to make the full mandatory debt service
payments on its first mortgage.  MHFA issued a formal notice of
default dated February 2, 2004.  The Local General Partners of Cobbet
have informed MHFA that they would transfer the ownership of the Property to the
unaffiliated management agent or to other parties, which might redevelop and
recapitalize the Property.  Since the date MHFA ceased funding the ODL
through December 31, 2008, Cobbet has accumulated over $7,800,000 of arrearages
and other charges on the first mortgage; as a result of the default, principal
and accrued interest in excess of $22,000,000 in connection with the first
mortgage, the SHARP Operating Loan and the ODL are considered currently
due.  Cumulative voluntary advances made by the Partnership to Cobbet
as of September 29, 2009 total $392,829, none of which were made during the six
months then ended.  Such voluntary advances were recorded as
investment in local partnerships and were written off as additional equity in
loss of investment in local partnerships.  The Partnership’s
investment balance in Cobbet, after cumulative equity losses, became zero during
the year ended March 30, 1994.
 
 In
      September 2009, the Partnership entered into purchase agreements (the
      “Purchase Agreements”) to sell its Local Partnership Interests in Federal
      Apartments Limited Partnership (“Federal”), Pine Hill Estates Limited
      Partnership (“Pine Hill”) and Winnsboro Homes Limited Partnership
      (“Winnsboro”) to affiliates of the Local General Partners of Federal, Pine
      Hill and Winnsboro for a cumulative price of approximately
      $550,000.  One of the Local General Partners of Pine Hill and
      Winnsboro is the sole Local General Partner of Federal.  The
      Purchase Agreements are subject to the approval of the United States
      Department of Housing and Urban Development and there can be no assurance
      that the Local Partnership Interests will be sold under the terms of the
      Purchase Agreements.  The Partnership’s investment balances in
      Federal, Pine Hill and Winnsboro, after cumulative equity losses, became
      zero during the years ended March 30, 1997, 1997 and 1998,
      respectively.
  8
  AMERICAN
TAX CREDIT PROPERTIES L.P.
 NOTES
TO FINANCIAL STATEMENTS - (Continued)
 SEPTEMBER
29, 2009
 (UNAUDITED)
 
 3.
              Additional
      Information
 
 Additional
information, including the audited March 30, 2009 Financial Statements and the
Organization, Purpose and Summary of Significant Accounting Policies, is
included in the Partnership's Annual Report on Form 10-K for the fiscal year
ended March 30, 2009 on file with the Securities and Exchange
Commission.
  9
  AMERICAN
TAX CREDIT PROPERTIES L.P.
 
 Item
2.  Management's Discussion and
Analysis of Financial Condition and Results of Operations.
 
 Material Changes in
Financial Condition
 
 As of
September 29, 2009, American Tax Credit Properties L.P. (the “Registrant”) has
not experienced a significant change in financial condition as compared to March
30, 2009.  Principal changes in assets are comprised of periodic
transactions and adjustments and equity in loss from operations of the local
partnerships (the “Local Partnerships”), which own low-income multifamily
residential complexes (the “Properties”) that qualified for the low-income tax
credit in accordance with Section 42 of the Internal Revenue Code (the
“Low-income Tax Credit”).  During the six months ended September 29,
2009, Registrant received cash from interest revenue and distributions from
Local Partnerships and utilized cash for operating expenses.  Cash and
cash equivalents decreased by approximately $176,000 during the six months ended
September 29, 2009.  During the six months ended September 29, 2009,
the investment in local partnerships decreased as a result of Registrant's
equity in the Local Partnerships' net loss for the six months ended June 30,
2009 of $4,213.  Payable to general partner and affiliates represents
accrued administration and management fees in the accompanying balance sheet as
of September 29, 2009.
 
 Results of
Operations
 
 Registrant’s
operating results are dependent upon the operating results of the Local
Partnerships and are impacted by the Local Partnerships’ policies.  In
addition, the operating results herein are not necessarily the same for tax
reporting.  Registrant accounts for its investment in local
partnerships in accordance with the equity method of
accounting.  Accordingly, the investment is carried at cost and is
adjusted for Registrant’s share of each Local Partnership’s results of
operations and by cash distributions received.  Equity in loss of each
investment in Local Partnership allocated to Registrant is recognized to the
extent of Registrant’s investment balance in each Local
Partnership.  Equity in loss in excess of Registrant’s investment
balance in a Local Partnership is allocated to other partners’ capital in any
such Local Partnership.  As a result, the reported equity in loss of
investment in local partnerships is expected to decrease as Registrant’s
investment balances in the respective Local Partnerships become
zero.
 
 Cumulative
losses and cash distributions in excess of investment in local partnerships may
result from a variety of circumstances, including a Local Partnership's
accounting policies, subsidy structure, debt structure and operating deficits,
among other things.  In addition, the book value of Registrant’s
investment in each Local Partnership (the “Local Partnership Carrying Value”)
may be reduced if the Local Partnership Carrying Value is considered to exceed
the estimated value derived by management.  Accordingly, cumulative
losses and cash distributions in excess of the investment or an adjustment to a
Local Partnership’s Carrying Value are not necessarily indicative of adverse
operating results of a Local Partnership.
 
 Registrant’s
operations for the three months ended September 29, 2009 and 2008 have not
varied significantly, as reflected by the net losses of $102,798 and $102,256,
respectively.
 
 Registrant’s
operations for the six months ended September 29, 2009 and 2008 have not varied
significantly, as reflected by the net losses of $229,680 and $257,104,
respectively.
  10
  AMERICAN
TAX CREDIT PROPERTIES L.P.
 
 Item
2.  Management's Discussion and
Analysis of Financial Condition and Results of Operations
(continued).
 
 Local Partnership
Matters
 
 Registrant's
primary objective, to provide Low-income Tax Credits to its limited partners
(the “Limited Partners”), has been completed.  The relevant state tax
credit agency allocated each of the Local Partnerships an amount of Low-income
Tax Credits, which are generally available for a ten year period from the year
the Property is placed in service (the “Ten Year Credit Period”).  The
Ten Year Credit Period was fully exhausted with respect to all of the Properties
as of December 31, 2003.  The required holding period of each
Property, in order to avoid Low-income Tax Credit recapture, is fifteen years
from the year in which the Low-income Tax Credits commence on the last building
of the Property (the "Compliance Period").  The Compliance Period of
all of the Local Partnerships had expired as of December 31, 2004.  In
addition, certain of the Local Partnerships entered into agreements with the
relevant state tax credit agencies whereby the Local Partnerships must maintain
the low-income nature of the Properties for a period which exceeds the
Compliance Period (in certain circumstances, up to 50 years from when the
Property is placed in service, but commonly 30 years from the date any such
Property is placed in service), regardless of a sale of the Properties by the
Local Partnerships after the Compliance Period (the “Extended Use
Provisions”).  Although the Extended Use Provisions do not extend the
Compliance Period of the respective Local Partnerships, such provisions limit
the number and availability of potential purchasers of the
Properties.  Accordingly, a sale of a Property may happen well after
the expiration of the Compliance Period and/or may be significantly
discounted.  Registrant is in the process of disposing of its limited
partner interests in the Local Partnerships (the “Local Partnership
Interests”).  As of September 29, 2009, Registrant owns twelve of the
nineteen Local Partnership Interests originally acquired (see discussion below
regarding the potential sale of three Local Partnership
Interests).  Registrant has served a demand on the local general
partners (the “Local General Partners”) of all remaining Local Partnerships to
commence a sale process to dispose of the Properties.  In the event a
sale cannot be consummated, it is the General Partner’s intention to sell or
assign Registrant’s Local Partnership Interests.  Following the final
disposition of its Local Partnership Interests, Registrant intends to dissolve
and does not intend to conduct any business.  It is uncertain as to
the amount, if any, that Registrant will receive with respect to each specific
Property from such sales or assignments.  There can be no assurance as
to when Registrant will dispose of its remaining Local Partnership
Interests.
 
 The
Properties are principally comprised of subsidized and leveraged low-income
multifamily residential complexes located throughout the United States and
Puerto Rico.  Many of the Local Partnerships receive rental subsidy
payments, including payments under Section 8 of Title II of the Housing and
Community Development Act of 1974 ("Section 8”).  The subsidy
agreements expire at various times.  Since October 1997, the United
States Department of Housing and Urban Development (“HUD”) has issued a series
of directives related to project based Section 8 contracts that define owners’
notification responsibilities, advise owners of project based Section 8
properties of what their options are regarding the renewal of Section 8
contracts, provide guidance and procedures to owners, management agents,
contract administrators and HUD staff concerning renewal of Section 8 contracts,
provide policies and procedures on setting renewal rents and handling renewal
rent adjustments and provide the requirements and procedures for opting-out of a
Section 8 project based contract.  Registrant cannot reasonably
predict legislative initiatives and governmental budget negotiations, the
outcome of which could result in a reduction in funds available for the various
federal and state administered housing programs including the Section 8
program.  Such changes could adversely affect the future net operating
income before debt service (“NOI”) and debt structure of any or all Local
Partnerships currently receiving such subsidy or similar
subsidies.  Ten Local Partnerships’ Section 8 contracts are currently
subject to renewal under applicable HUD guidelines.  In addition, six
Local Partnerships have entered into restructuring agreements, resulting in a
change to both rent subsidy and mandatory debt service.
 
 The Local
Partnerships have various financing structures which include (i) required debt
service payments ("Mandatory Debt Service") and (ii) debt service payments that
are payable only from available cash flow subject to the terms and conditions of
the notes, which may be subject to specific laws, regulations and agreements
with appropriate federal and state agencies ("Non-Mandatory Debt Service or
Interest").  Registrant has no legal obligation to fund any operating
deficits of the Local Partnerships.
  11
  AMERICAN
TAX CREDIT PROPERTIES L.P.
 
 Item
2.  Management's Discussion and
Analysis of Financial Condition and Results of Operations
(continued).
 
 Cobbet
Hill Associates Limited Partnership (“Cobbet”) was originally financed with a
first mortgage with mandatory monthly payment terms with the Massachusetts
Housing Finance Agency (“MHFA”) and a second mortgage with MHFA under the State
Housing Assistance for Rental Production Program (the “SHARP Operating Loan”)
whereby proceeds would be advanced monthly as an operating subsidy (the
“Operating Subsidy Payments”).  The terms of the SHARP Operating Loan
called for declining Operating Subsidy Payments over its term (not more than 15
years).  However, due to the economic condition of the Northeast
region in the early 1990’s, MHFA instituted an operating deficit loan (the
“ODL”) program that supplemented the scheduled reduction in the Operating
Subsidy Payments.  Effective October 1, 1997, MHFA announced its
intention to eliminate the ODL program, such that Cobbet no longer receives the
ODL, without which Cobbet is unable to make the full mandatory debt service
payments on its first mortgage.  MHFA issued a formal notice of
default dated February 2, 2004.  The Local General Partners of Cobbet
have informed MHFA that they would transfer the ownership of the Property to the
unaffiliated management agent or to other parties, which might redevelop and
recapitalize the Property.  Registrant does not believe that it will
receive any proceeds from such a transfer.  Since the date MHFA ceased
funding the ODL through December 31, 2008, Cobbet has accumulated over
$7,800,000 of arrearages and other charges on the first mortgage; as a result of
the default, principal and accrued interest in excess of $22,000,000 in
connection with the first mortgage, the SHARP Operating Loan and the ODL are
considered currently due.  Cumulative voluntary advances made by
Registrant to Cobbet as of September 29, 2009 total $392,829, none of which were
made during the six months then ended.  Such voluntary advances were
recorded as investment in local partnerships and were written off as additional
equity in loss of investment in local partnerships.  Registrant’s
investment balance in Cobbet, after cumulative equity losses, became zero during
the year ended March 30, 1994.
 
 In
September 2009, Registrant entered into purchase agreements (the “Purchase
Agreements”) to sell its Local Partnership Interests in Federal Apartments
Limited Partnership (“Federal”), Pine Hill Estates Limited Partnership (“Pine
Hill”) and Winnsboro Homes Limited Partnership (“Winnsboro”) to affiliates of
the Local General Partners of Federal, Pine Hill and Winnsboro for a cumulative
price of approximately $550,000.  One of the Local General Partners of
Pine Hill and Winnsboro is the sole Local General Partner of
Federal.  The Purchase Agreements are subject to HUD’s approval and
there can be no assurance that the Local Partnership Interests will be sold
under the terms of the Purchase Agreements.  Registrant’s investment
balances in Federal, Pine Hill and Winnsboro, after cumulative equity losses,
became zero during the years ended March 30, 1997, 1997 and 1998,
respectively.
 
 Critical Accounting Policies
and Estimates
 
 The
accompanying unaudited financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America
(“GAAP”), which requires Registrant to make certain estimates and
assumptions.  The following section is a summary of certain aspects of
those accounting policies that may require subjective or complex judgments and
are most important to the portrayal of Registrant’s financial condition and
results of operations.  Registrant believes that there is a low
probability that the use of different estimates or assumptions in making these
judgments would result in materially different amounts being reported in the
accompanying financial statements.
 
 ·
              Registrant
      accounts for its investment in local partnerships in accordance with the
      equity method of accounting.
 
 ·
              If
      the book value of Registrant’s investment in a Local Partnership exceeds
      the estimated value derived by management, Registrant reduces its
      investment in any such Local Partnership and includes such reduction in
      equity in loss of investment in local partnerships.  Registrant
      makes such assessment at least annually in the fourth quarter of its
      fiscal year or whenever there are indications that a permanent impairment
      may have occurred.  A loss in value of an investment in a Local
      Partnership other than a temporary decline would be recorded as an
      impairment loss.  Impairment is measured by comparing the
      investment carrying amount to the estimated residual value of the
      investment.
 
 ·
              Registrant
      does not consolidate the accounts and activities of the Local
      Partnerships, which are considered Variable Interest Entities under
      Financial Accounting Standards Board (“FASB”) Interpretation (“FIN”) No.
      46 - Revised, “Consolidation of Variable Interest Entities,” as codified
      by the FASB Accounting Standards Codification (“ASC”) Topic 810; Subtopic
      10, because Registrant is not considered the primary
      beneficiary.  Registrant’s balance in investment in local
      partnerships represents the maximum exposure to loss in connection with
      such investments.  Registrant’s exposure to loss on the Local
      Partnerships is mitigated by the condition and financial performance of
      the underlying Properties as well as the strength of the Local General
      Partners.
  12
  AMERICAN
TAX CREDIT PROPERTIES L.P.
 
 Item
2.  Management's Discussion and
Analysis of Financial Condition and Results of Operations
(continued).
 
 Recent Accounting
Pronouncements
 
 The FASB
issued FIN No. 48, “Accounting for Uncertainty in Income Taxes,” as codified by
ASC Topic 740; Subtopic 10, which interprets Statement of Financial Accounting
Standard (“SFAS”) No. 109, “Accounting for Income Taxes,” as codified by ASC
Topic 740; Subtopic 10.  ASC Topic 740; Subtopic 10 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 ASC Topic
740; Subtopic 10 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, ASC Topic 740; Subtopic 10 does not currently have
any impact on its financial statements.
 
 The FASB
issued SFAS No. 157, “Fair Value Measurements,” as codified by ASC Topic 820,
which defines fair value, establishes a framework for measuring fair value in
accordance with GAAP and expands disclosures about fair value
measurements.  ASC Topic 820 applies to other accounting
pronouncements that require or permit fair value
measurements.  Accordingly, ASC Topic 820 does not require any new
fair value measurements.  ASC Topic 820 is effective for fiscal years
beginning after November 15, 2007.  Registrant adopted ASC Topic
820 effective March 31, 2008.  On February 6, 2008 the FASB approved
the Financial Staff Position (“FSP”) that deferred the effective date of ASC
Topic 820 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 ASC Topic 820 for
financial assets and liabilities did not have a material impact on Registrant’s
financial position, results of operations or cash flows.
 
 Registrant
adopted ASC Topic 820 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 ASC Topic 820
include investment in local partnerships, which is accounted for under the
equity method of accounting.
 
 ASC Topic
820 establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value.  These tiers include: Level 1, defined
as observable inputs such as quoted prices in active markets for identical
assets or liabilities; Level 2, defined as inputs other than quoted prices for
similar assets or liabilities in active markets that are either directly or
indirectly observable; and Level 3, defined as unobservable inputs in which
little or no market data exists, therefore requiring an entity to develop its
own assumptions.
 
 Financial
assets accounted for at historical cost which approximates fair value on a
recurring basis as of September 29, 2009 are cash and cash equivalents of
$1,642,238 as reflected in the accompanying balance sheet.  Cash and
cash equivalents are carried at historical cost which approximates fair value
based on quoted market prices for identical securities (Level 1
inputs).
 
 The FASB
issued SFAS No. 141R, “Business Combinations,” as codified by ASC Topic 805,
which 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.  ASC
Topic 805 is effective for fiscal years ending after December 15, 2008 and its
adoption has not had an impact on Registrant’s financial position or results of
operations.
  13
  AMERICAN
TAX CREDIT PROPERTIES L.P.
 
 Item
2.  Management's Discussion and
Analysis of Financial Condition and Results of Operations
(continued).
 
 The FASB
issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial
Statements, an amendment of ARB No. 51,” as codified by ASC Topic 810, which
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, ASC Topic
810 requires that income attributable to both controlling and noncontrolling
interests be presented separately on the face of the consolidated income
statement.  In addition, ASC Topic 810 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.  ASC Topic 810
requires retroactive adoption of the presentation and disclosure requirements
for existing minority interests.  All other requirements of ASC Topic
810 shall be applied prospectively.  ASC Topic 810 is effective for
the first annual reporting period beginning on or after December 15, 2008 and
its adoption will not have an impact on Registrant’s financial position or
results of operations.
 
 The
Emerging Issues Task Force (“EITF”) issued EITF No. 08-6, “Equity Method
Investment Accounting Considerations,” as codified by ASC Topic 323; Subtopic
10, which 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.  ASC Topic 353; Subtopic 10 shall be
effective in fiscal years beginning on or after December 15, 2008, and
interim periods within those fiscal years.  ASC Topic 353; Subtopic 10
shall be applied prospectively with early application prohibited and its
adoption will not have an impact on Registrant’s financial position or results
of operations.
 
 In April
2009, the FASB issued FSP 107-1 and APB 28-1, “Interim Disclosures about Fair
Value of Financial Instruments,” as codified by ASC Topic 825; Subtopic 10,
which 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.  ASC Topic 825; Subtopic 10 is effective
for Registrant as of June 30, 2009 and its adoption did not impact Registrant’s
financial condition or results of operations.
 
 In May
2009, the FASB issued SFAS No. 165, “Subsequent Events,” as codified by ASC
Topic 855, which 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.  ASC Topic 855 is
effective for Registrant as of June 30, 2009 and its adoption did not impact
Registrant’s financial condition or results of operations.
 
 Forward-Looking
Information
 
 As a
cautionary note, with the exception of historical facts, the matters discussed
in this quarterly report on Form 10-Q are “forward-looking” statements within
the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform
Act”).  Forward-looking statements may relate to, among other things,
current expectations, forecasts of future events, future actions, future
performance generally, business development activities, capital expenditures,
strategies, the outcome of contingencies, future financial results, financing
sources and availability and the effects of regulation and
competition.  Words such as “anticipate,” “expect,” “intend,” “plan,”
“seek,” “estimate” and other words and terms of similar meaning in connection
with discussions of future operating or financial performance signify
forward-looking statements.  Registrant may also provide written
forward-looking statements in other materials released to the
public.  Such statements are made in good faith by Registrant pursuant
to the “Safe Harbor” provisions of the Reform Act.  Registrant
undertakes no obligation to update publicly or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.  Such forward-looking statements involve known risks,
uncertainties and other factors that may cause Registrant’s actual results of
operations or actions to be materially different from future results of
operations or actions expressed or implied by the forward-looking
statements.
 
 Item
3.  Quantitative and Qualitative
Disclosure About Market Risk.
 
 None.
  14
  AMERICAN
TAX CREDIT PROPERTIES L.P.
 
 Item
4.  Controls
and Procedures.
 
 Disclosure
controls and procedures are controls and procedures that are designed to ensure
that information required to be disclosed by Registrant in reports that
Registrant files or submits under the Exchange Act is recorded, processed,
summarized and timely reported as provided in SEC rules and
forms.  Registrant periodically reviews the design and effectiveness
of its disclosure controls and procedures, including compliance with various
laws and regulations that apply to its operations.  Registrant makes
modifications to improve the design and effectiveness of its disclosure controls
and procedures, and may take other corrective action, if its reviews identify a
need for such modifications or actions.  In designing and evaluating
the disclosure controls and procedures, Registrant recognizes that any controls
and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives.
 
 Registrant
has carried out an evaluation, under the supervision and the participation of
its management, including the Chief Executive Officer and Chief Financial
Officer of the general partner of the General Partner, of the effectiveness of
the design and operation of its disclosure controls and procedures (as defined
in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), as of
the three months ended September 29, 2009.  Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer of the
general partner of the General Partner concluded that Registrant’s disclosure
controls and procedures were effective as of September 29, 2009.
 
 Item
4T.  Internal Control Over
Financial Reporting.
 
 There
were no changes in Registrant’s internal control over financial reporting during
the three months ended September 29, 2009 that have materially affected, or
are reasonably likely to materially affect, Registrant’s internal control over
financial reporting.
  15
  AMERICAN
TAX CREDIT PROPERTIES L.P.
 
 Part
II - OTHER
INFORMATION
 
 Item
      1.
              Legal
      Proceedings.
 
 None.
 
 Item 1A.
              Risk
      Factors.
 
 There
have been no material changes from the risk factors previously disclosed in Item
1A of Registrant’s Annual Report on Form 10-K for the year ended March 30,
2009.
 
 Item
      2.
              Unregistered Sales of
      Equity Securities and Use of
Proceeds.
 
 None.
 
 Item
      3.
              Defaults Upon Senior
      Securities.
 
 None; see
Item 2 of Part I regarding the mortgage default of a certain Local
Partnership.
 
 Item
      4.
              Submission of Matters
      to a Vote of Security
Holders.
 
 None.
 
 Item
      5.
              Other
      Information.
 
 None.
 
 Item
      6.
              Exhibits.
 
 Exhibit
31.1 - Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
Officer.
 Exhibit
31.2 - Rule 13a-14(a)/15d-14(a) Certification of Chief Financial
Officer.
 Exhibit
32.1 - Section 1350 Certification of Chief Executive Officer.
 Exhibit
32.2 - Section 1350 Certification of Chief Financial Officer.
  16
  SIGNATURES
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
 
 AMERICAN
      TAX CREDIT PROPERTIES L.P.(a
      Delaware limited partnership)By:  Richman
      Tax Credit Properties L.P.,General
  PartnerBy:  Richman
      Tax Credit Properties Inc.,general
  partnerDated:
      November 9, 2009
                                  
                                  /s/David
      SalzmanBy:  David
      SalzmanChief
      Executive OfficerDated:
      November 9, 2009
                                  
                                  /s/James
      HusseyBy:  James
      HusseyChief
      Financial OfficerDated:
      November 9, 2009
                                  
                                  /s/Richard
      Paul RichmanBy:  Richard
      Paul RichmanDirector
  17