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, 20152016

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                     
06831
(Address of Principal Executive Offices)(Zip Code)
                     
Registrant's Telephone Number, Including Area Code:
(203) 869-0900
  
Securities 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 ____  _____   No     X     

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

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

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes   X    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"accelerated filer,” “large" "large accelerated filer”filer" and “smaller"smaller reporting company”company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer  oLarge Accelerated Filer    Accelerated Filer    Non-Accelerated Filer  Smaller Reporting Company    X 
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  No    X    

Documents incorporated by reference:
Pages 11 through 21, 26 through 48 and 63 through 65 of Registrant’sRegistrant'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.
BusinessItem 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 qualified for the low-income housing tax credit (the "Low-income Housing Tax Credit") in accordance with Section 42 of the Internal Revenue Code (the “IRC”"IRC"), through the acquisition of limited partner equity interests (the “Local"Local Partnership Interests”Interest" or "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 initially invested in ten such Local Partnerships. 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”("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”"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’Owners' capital contributions of $18,654,000.

Registrant's primary objective, to provide Low-income Housing Tax Credits to the Beneficial Owners, has been completed. The relevant state tax credit agency allocated each of the Local Partnerships an amount of Low-income Housing Tax Credits, which are generally available for a ten year period from the year the Property is placed in service (the “Ten"Ten Year Credit Period”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 Housing Tax Credit recapture, is fifteen years from the year in which the Low-income Housing Tax Credits commence on the last building of the Property (the "Compliance Period"). The Compliance Period for all of the Local Partnerships had expired 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"Extended Use Provisions”Provisions"). Note that the existence of Extended Use Provisions does not extend the Compliance Period of the respective Local Partnerships. However, such provisions may limit the number and availability of potential purchasers of the Properties. Accordingly, a sale of a Property may happen well after the expiration of the Compliance Period and/or may be significantly discounted.

Disposal of Local Partnership Interests

Registrant is in the process of disposing of its remaining Local Partnership Interests. As of June 26, 2015,20, 2016, Registrant owns sixthree of the ten Local Partnership Interests initially acquired. In a prior year, Registrant served a demand on the general partners of the Local Partnerships (the “Local"Local General Partners”Partners") to commence a sale process to dispose of the Properties. In the event a sale cannot be consummated, it is the Manager’sManager's intention to sell or assign Registrant’sRegistrant's remaining 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 remaining Local Partnership Interests; there can be no assurance as to when Registrant will dispose of its remaining Local Partnership Interests.
2


Item 1.                   Business (Continued).

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’sRegistrant's business taken as a whole. See Item 8 below - Financial Statements and Supplementary Data.

Competition

Pursuant to Rule 12b-23 of the SEC's General Rules and Regulations promulgated under the Exchange Act, the description of Registrant’sRegistrant'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. Affiliates of the Manager employ individuals who perform the management activities of Registrant. These entities also perform 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’sRegistrant's business.

ThreeOne of the sixthree remaining Properties owned by the Local Partnerships havehas a government funded rental subsidy that affords the low-income tenants the ability to reside at the Properties.Property. During the period that a subsidy agreement between the United States Department of Housing and Urban Development (“HUD”("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’sHUD's approval, which may be subject to various conditions. In particular, the transfer of title of the PropertiesProperty by the Local PartnershipsPartnership is expected to be required to be closed in escrow pending HUD approval. In addition, as a condition to certain disposals,such disposal, Registrant anticipates that HUD will require the Local PartnershipsPartnership to dedicate resources to maintenance in order to correct deficiencies in the physical condition of the Properties.Property. 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 agenciesagency will approve any of the requested transfers,transfer, that such approvalsapproval will be received in a timely manner or that other conditions will not be imposed for such approvals.approval. The failure to obtain or a delay in obtaining any required approvalsapproval 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 are subject to restrictions on the amount of annual cash distributions to partners under the terms of such Local Partnerships’Partnerships' loan, regulatory or other agreements.

Registrant is not aware of any non-compliance by the Local Partnerships with respect to federal, state and local provisions regulating the discharge of material into the environment or otherwise relating to the protection of the environment, and is not aware of any condition that would have a material effect on the capital expenditures or competitive position of Registrant.
3


Item 1A.
Risk Factors.

Risks Relating to Registrant’s Business and Industry

There is no guarantee that the remaining Properties will be sold or, if sold, that Registrant would receive any proceeds.

As noted above in Item 1 - Business, in a prior year, Registrant served a demand on the Local General Partners to commence a sale process to dispose of the Properties. However, the market of interested buyers of the Properties is limited. Some of the factors which negatively impact the marketability of the Properties, or equivalently, the Local Partnership Interests, include:

·the Extended Use Provisions;
·the substantial remaining mortgage balances on the Properties, which are typically very near the initial balances as a result of the heavily subsidized debt of the Local Partnership and the lengthy (usually near 40-year) amortization period of the debt; and
·poor economic conditions.

It is generally expected, therefore, that in the event a sale of a Property by a Local Partnership can be consummated, the net proceeds of such sale, after repayment of any outstanding debt and other liabilities, are not likely to be significant. Moreover, a portion of the net proceeds from the sale of a Property by a Local Partnership may be payable to the Local General Partner and/or affiliates thereof 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 remaining Local Partnership Interests. However, it is not possible to ascertain the amount, if any, that Registrant will receive with respect to each specific Property from such sales or assignments.

The Local Partnerships may be required to continue to maintain the low-income nature of the Properties beyond the Compliance Period under agreements with state tax credit agencies.

As noted above in Item 1 - Business, certain of the Local Partnerships entered into agreements containing Extended Use Provisions with the relevant state tax credit agencies whereby the Local Partnerships must maintain the low-income nature of the Properties for a period which exceeds the Compliance Period (in certain circumstances, up to 50 years from when the Property is placed in service, but commonly 30 years from the date any such Property is placed in service), regardless of a sale of the Properties by the Local Partnerships after the Compliance Period. Although the Extended Use Provisions do not extend the Compliance Period of the respective Local Partnerships, such provisions may limit the number and availability of potential purchasers of the Properties. Accordingly, a sale of a Property may happen well after the expiration of the Compliance Period and/or may be significantly discounted.

Properties owned by the Local Partnerships are subject to certain risks relating to the real estate industry in general that are outside of the control of the Local Partnerships or Registrant and that may have an adverse effect 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;
4

Item 1A.                        Risk Factors (Continued).

·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 anyRegistrant is a smaller reporting company as defined by Rule 12b-2 of the above risks could have a negative impact on the operating results of such PropertiesExchange Act 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.

Three of the six remaining Properties owned by the Local Partnerships have a government funded rental subsidy that 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 areis not sufficient to meet operating expenses and service the respective mortgages of the Properties, such Local Partnerships would be required to use reserves and any other funds available to avoid foreclosure ofprovide the subject Properties. 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.

Beneficial Owners may not be able to use all of the carried forward Low-income Housing Tax Credits.

While a limited exception is provided for Low-income Housing 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 Housing 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 Housing 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.

5

Item 1A.               Risk Factors (Continued).

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 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 significant return of their original capital investment in Registrant.

To date, the only distribution received by the Beneficial Owners was related to nonresident state withholding taxes paid by Registrant on behalf of certain of the Beneficial Owners in connection with gains recognized by certain Local Partnerships; see discussion below in Item 5 - Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Accordingly, the only benefit ofinformation required under this investment may be the Low-income Housing Tax Credits.Item.

Item 1B.                       Unresolved Staff Comments.

Not applicable.

3

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 affiliates of the Manager.

Registrant initially acquired Local Partnership Interests in ten Local Partnerships. As discussed above in Item 1 - Business, the Compliance Period of all of the Local Partnerships had expired as of December 31, 2010 and, accordingly, Registrant is in the process of disposing of its remaining Local Partnership Interests. As of June 26, 2015,20, 2016, Registrant owns sixthree of the ten Local Partnership Interests initially acquired. In a prior year, Registrant served a demand on the Local General Partners to commence a sale process to dispose of the Properties, which Registrant intends will result in a termination of Registrant’sRegistrant's remaining Local Partnership Interests and ultimately the dissolution of Registrant.

In the event a sale of the remaining Properties cannot be consummated, it is the Manager’sManager's intention to sell or assign Registrant’sRegistrant's remaining 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. 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 remaining 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.

The initial Local Partnership Interests were acquired by Registrant from 1993 to 1995. Registrant owns a 99% Local Partnership Interest in the remaining Local Partnerships.

6


Item 2.
Properties (Continued).

ThreeOne of the six three remaining Local Partnerships receivereceives rental subsidy payments under Section 8 of Title II of the Housing and Community Development Act of 1974 (“("Section 8”8") (see descriptions of the subsidies below). The subsidy agreementsagreement is scheduled to expire at various times.in 2019. Since October 1997, HUD has issued a series of directives related to project based Section 8 contracts that define owners’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 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 the Local PartnershipsPartnership currently receiving such subsidy. The threeSuch Local Partnerships’Partnership's Section 8 contracts arecontract is currently subject to renewal under applicable HUD guidelines. Two of the three Local Partnerships entered into restructuring agreements in prior years, resulting in a change to both rent subsidy and mandatory debt service.

74


Item 2.                            Properties (Continued).
 
 
Name of Local Partnership
Name of apartment complex
 
Number
of rental
  
 
Capital
  
Mortgage
loans payable as of
December 31,
  
Subsidy
(see
 
Apartment complex location
 
units
  
contribution
  
2014
  
footnotes)
 
ACP Housing Associates, L.P.
ACP Housing Apartments
New York, New York
    28  $ 737,222  $ 1,284,026   (1b)
Creative Choice Homes VII, Ltd.
Coral Gardens
Homestead, Florida
    91     2,382,812      1,330,000  
 
(1a&c)
 
Edgewood Manor Associates, L.P.
   (2), (4), (7)
Edgewood Manor Apartments
Philadelphia, Pennsylvania
      49       2,053,799   --(2)    
Ledge/McLaren Limited Partnership
Ledge/McLaren Apartments
Nashua, New Hampshire
    8     343,079     381,800   (1b)
Penn Apartment Associates (2), (5)
Penn Apartments
Chester, Pennsylvania
    15     852,180   --(2)    
SB-92 Limited Partnership
Shaker Boulevard Gardens
Cleveland, Ohio
    73     795,255     2,850,708  
 
(1a,b,c&d)
 
St Christopher’s Associates, L.P. V
   (3), (6), (7)
Lehigh Park
Philadelphia, Pennsylvania
      29       2,081,877   --(3)    
St. John Housing Associates, L.P.
St. John Homes
Gary, Indiana
    144     3,546,861     2,465,247  
 
(1a,c&d)
 
Starved Rock - LaSalle Manor
   Limited Partnership (2)
LaSalle Manor
LaSalle, Illinois
      48       634,327   --(2)    
Vision Limited Dividend Housing
   Association Limited Partnership
Helen Odean Butler Apartments
Detroit, Michigan
      97         1,410,544         5,156,677   (1b)
      $14,837,956  $13,468,459     
Name of Local Partnership
Name of apartment complex
Apartment complex location
 
Number
of rental
units
  
Capital
contribution
  
Mortgage
loans payable
as of
December 31,
2015
  
Subsidy
(see
footnotes)
 
ACP Housing Associates, L.P.
ACP Housing Apartments
New York, New York
  


28
  $737,222  $1,276,330   (1b)
Creative Choice Homes VII, Ltd.
Coral Gardens
Homestead, Florida
  


91
   


2,382,812
   


1,330,000
   (1a&c)
Edgewood Manor Associates, L.P.
   (2), (8)
Edgewood Manor Apartments
Philadelphia, Pennsylvania
  



49
   



2,053,799
   --(2)    
Ledge/McLaren Limited Partnership
   (3), (5)
Ledge/McLaren Apartments
Nashua, New Hampshire
  



8
   



343,079
   --(3)    
Penn Apartment Associates (2)
Penn Apartments
Chester, Pennsylvania
  


15
   


852,180
   --(2)    
SB-92 Limited Partnership (3), (6)
Shaker Boulevard Gardens
Cleveland, Ohio
  


73
   


795,255
   --(3)    
St Christopher's Associates, L.P. V
   (2), (4), (8)
Lehigh Park
Philadelphia, Pennsylvania
  



29
   



2,081,877
   --(2)    
St. John Housing Associates, L.P. (7)
St. John Homes
Gary, Indiana
  


144
   


3,546,861
   


2,403,640
     
Starved Rock - LaSalle Manor
   Limited Partnership (2)
LaSalle Manor
LaSalle, Illinois
  



48
   



634,327
   --(2)    
Vision Limited Dividend Housing
   Association Limited Partnership
Helen Odean Butler Apartments
Detroit, Michigan
  



97
   



1,410,544
   



5,051,401
   (1b)
      $14,837,956  $10,061,371     

(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’sPartnership's debt structure includes a principal or interest payment subsidy.

85

 
Item 2.
Properties (Continued).

 (c)The Local Partnership’sPartnership's Section 8 contracts arecontract is currently subject to renewal under applicable HUD guidelines.
(d)The Local Partnership entered into a restructuring agreement of its Section 8 contract and debt structure under applicable HUD guidelines in a prior year.
   
(2)The Local Partnership Interest is no longer owned by Registrant; there are no assets or liabilities related to such Local Partnership included in the combined balance sheets of the Local Partnerships as of December 31, 20142015 and 20132014 in Note 5 to the accompanying financial statements.
   
(3)The Local Partnership Interest is no longer owned by Registrant; there are no assets or liabilities related to such Local Partnership included in the combined balance sheet of the Local Partnerships as of December 31, 20142015 in Note 5 to the accompanying financial statements.
   
(4)The Local Partnership sold its underlying Property to an unaffiliated third party in February 2013. The combined statement of operations of the Local Partnerships for the year ended December 31, 2013 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnership through the date of sale.
(5)Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in October 2013. The combined statement of operations of the Local Partnerships for the year ended December 31, 2013 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnership through the date of sale.
(6)Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in January 2014. The combined statement of operations of the Local Partnerships for the year ended December 31, 2014 included in Note 5 to the accompanying financial statements does not include any results of operations for such Local Partnership.
(5)
Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in August 2015. The combined statement of operations of the Local Partnerships for the year ended December 31, 2015 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnership through the date of sale (see Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations, herein). 
(6)
Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in December 2015. The combined statement of operations of the Local Partnerships for the year ended December 31, 2015 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnership for all of 2015 (see Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations, herein). 
   
(7)
Registrant assigned its Local Partnership Interest to an affiliate of the Local General Partner in January 2016 (see Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations, herein). 
(8)Capital contribution includes voluntary advances made to the Local Partnership.
 
Item 3.
Legal ProceedingsItem 3.                   Legal Proceedings..

None.

Item 4.
Item 4.                   Mine Safety Disclosures.

Not applicable.
96

PART II

Item 5.
Item 5.                   Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.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 June 15, 20158, 2016 was approximately 709696, holding an aggregate of 18,654 Units.

Registrant may provide an estimate of value to Unit holders from time to time in Registrant's reports to Beneficial Owners. Estimated values for limited partnership interests may also be provided by independent valuation services, whose estimated values are based on financial and other information available to them. 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. Although Registrant does not anticipate that it will provide any cash distributions to its Beneficial Owners in the future,  Registrant was required to pay nonresident state withholding taxes of $36,141 on behalf of certain of the Beneficial Owners in April 2014 in connection with gains recognized by certain Local Partnerships for the year ended December 31, 2013. Registrant made a distribution to the Beneficial Owners in the amount of approximately $7 per Unit in July 2014 to Unit holders of record as of June 27, 2014. The $7 per Unit includes the nonresident state withholding taxes referred to above. There were no cash distributions to the Beneficial Owners during the year ended March 30, 2014 2016. Any future distributions to the Beneficial Owners will be dependent on the amount received by Registrant in connection with the sale of its remaining Local Partnership Interests and/or in any prior year.
the sale of the remaining Local Partnerships' Properties, among other factors. There can be no assurance as to the amount and timing of such distributions, if any.

Low-income Housing Tax Credits, which are subject to various limitations, may be used by the Beneficial Owners to offset federal income tax liabilities. The cumulative Low-income Housing Tax Credits per Unit for each of the three closings generated by Registrant and allocated to the Beneficial Owners, net of circumstances which have given rise to recapture, are as follows:

First closing Second closing Third closing 
November 29, 1993 January 28, 1994 May 25, 1994 
   
 $1,377.87  $1,375.59  $1,363.07 

The Ten Year Credit Period with respect to all of the Properties was fully exhausted as of December 31, 2006 and the Compliance Periods of all of the Local Partnerships had expired as of December 31, 2010. In a prior year, Registrant served a demand on the Local General Partners to commence a sale process to dispose of the Properties. In the event a sale cannot be consummated, it is the Manager’sManager's intention to sell or assign Registrant’sRegistrant's remaining Local Partnership Interests. It is not possible to ascertain the amount, if any, that Registrant will receive with respect to each specific Property from such sales or assignments.

Recent Sales of Unregistered Securities

None.

Item 6.
Item 6.                   Selected Financial Data.

Registrant is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item.
107


Item 7.
Management's Discussion and Analysis of Financial Condition and Results of OperationsItem 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”"Beneficial Owners") in three closings with aggregate Beneficial Owners’Owners' capital contributions of $18,654,000. In connection with the offering of the sale of units (the “Units”"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”"Net Proceeds") were available to be applied to the acquisition of limited partner interests (the “Local"Local Partnership Interests”Interest" or "Local Partnership Interests") in partnerships (the “Local Partnerships”"Local Partnership" or "Local Partnerships") which own low-income multifamily residential complexes (the “Property”"Property" or “Properties”"Properties") that qualified for the low-income housing tax credit (the “Low-income"Low-income Housing Tax Credit”Credit") in accordance with Section 42 of the Internal Revenue Code (the “IRC”"IRC"). The Net Proceeds were utilized in acquiring a Local Partnership Interest in ten Local Partnerships.

As of March 30, 2015,2016, Registrant has cash and cash equivalents and investment in Pemberwick Fund, a short duration bond fund (“Pemberwick”("Pemberwick") totaling $382,803,$355,002, 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 Local Partnership, Registrant may be entitled to sales proceeds of certain Local Partnerships’Partnerships' Properties and may receive proceeds in the event of a sale of its remaining Local Partnership Interests.

During the year ended March 30, 2015,2016, Registrant received cash from interest revenue, redemptions from Pemberwick, and distributions from Local Partnerships and proceeds from the disposal of certain Local Partnership Interests (see discussion below under Local Partnership Matters), and utilized cash for operating expenses distributions to owners and investments in Pemberwick. Cash and cash equivalents and investment in Pemberwick decreased, in the aggregate, by approximately $383,000$28,000 during the year ended March 30, 2015,2016, (which includes an unrealized loss on investment in Pemberwick of approximately $2,000)$1,000).

During the year ended March 30, 2015,2016, the investment in local partnerships decreasedwas reduced to zero as a result of Registrant recording equity in loss of investment in local partnerships of $2,062,171 and distributions received from Local Partnerships$116,987, representing Registrant's allocation of $60,233 (excluding $3,000 of distributions classified as other income from local partnerships). Although Registrant’s allocation from the Local Partnerships for the year ended December 31, 2014loss under applicable accounting guidelines, was incomeand the write-off of $137,829, Registrant reduced the book value (the “Local Partnership Carrying Value”) ofremaining investment balance in St. John Housing Associates, L.P. (“("St. John Housing”Housing") by $2,200,000of $278,795 upon Registrant's assignment of its Local Partnership Interest (see discussion below herein Item 7 under Results of Operations and Local Partnership Matters).  Payable to manager and affiliates in the accompanying balance sheet as of March 30, 20152016 represents deferred management fees.

Results of Operations

Registrant’sRegistrant's operating results are dependent, in part, upon the operating results of the Local Partnerships and are impacted by the Local Partnerships’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’sRegistrant's share of each Local Partnership’sPartnership's results of operations and by cash distributions received. In the event the operations of a Local Partnership result in a loss, equity in loss of each investment in Local Partnership allocated to Registrant is recognized to the extent of Registrant’sRegistrant's investment balance in each Local Partnership. Equity in loss in excess of Registrant’sRegistrant's investment balance in a Local Partnership is allocated to other partners’partners' capital in any such Local Partnership. However, the combined statements of operations of the Local Partnerships reflected in Note 5 to Registrant’sRegistrant's financial statements include the operating results of all Local Partnerships in which Registrant owned an interest during the periods, irrespective of Registrant’sRegistrant's investment balances (see discussion above in Item 2 - Properties). As a result of cumulative equity losses and distributions and the sale of certain Local Partnerships' Properties and/or Registrant's Local Partnership Interests, Registrant's investment in local partnerships reached a zero balance during the year ended March 30, 2016.

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 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.

118


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

Registrant’sRegistrant's operations for the years ended March 30, 20152016 and 20142015 resulted in net losses of $2,233,475$541,227 and $4,164,$2,233,475, respectively. The increase indecrease is primarily attributable to (i)a decrease in equity in loss of investment in local partnerships of approximately $1,945,000, which is mainly the result of a $2,200,000 adjustment to the carrying value of St. John Housing in fiscal 2015, the Local Partnership in which Registrant had an investment balance as of March 30, 2015, partially offset by an increase in equity in loss of investment in local partnerships of approximately $2,202,000, which is mainlyresulting from the resultoperating activity of a $2,200,000 Local Partnership Carrying Value adjustment to St. John Housing and (ii) a decrease in other income from local partnerships of approximately $50,000,$255,000, all partially offset by a decrease in operating expensesloss on sale of limited partner interests/local partnership properties of approximately $25,000.$272,000 in fiscal 2016 (see discussion below herein Item 7 under Local Partnership Matters). Other comprehensive loss for the year ended March 30, 20152016 resulted from an unrealized loss on investment in Pemberwick of $2,478.$810.

The remaining Local Partnerships’Partnerships' net loss of approximately $245,000 for the year ended December 31, 2015 includes depreciation and amortization expense of approximately $973,000 and interest on non-mandatory debt of approximately $249,000, and does not include principal payments on permanent mortgages of approximately $302,000. The Local Partnerships' net income of approximately $57,000 for the year ended December 31, 2014 includes depreciation and amortization expense of approximately $823,000 and interest on non-mandatory debt of approximately $174,000,$235,000, and does not include principal payments on permanent mortgages of approximately $451,000. The Local Partnerships’ net income of approximately $1,876,000 for the year ended December 31, 2013 includes gain on involuntary conversion and sale of property of approximately $2,179,000, depreciation and amortization expense of approximately $906,000 and interest on non-mandatory debt of approximately $314,000, and does not include principal payments on permanent mortgages of approximately $447,000. The results of operations of the Local Partnerships for the year ended December 31, 20142015 are not necessarily indicative of the results that may be expected in future periods.

Local Partnership Matters

Registrant's primary objective, to provide Low-income Housing Tax Credits to its Beneficial Owners, has been completed. The relevant state tax credit agency allocated each of the Local Partnerships an amount of Low-income Housing Tax Credits, which are generally available for a ten year period from the year the Property is placed in service (the “Ten"Ten Year Credit Period”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 Housing Tax Credit recapture, is fifteen years from the year in which the Low-income Housing 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, 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"Extended Use Provisions”Provisions").  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.  Registrant is in the process of disposing of its remaining Local Partnership Interests. As of June 26, 2015,20, 2016, Registrant owns sixthree of the ten Local Partnership Interests initially acquired. In a prior year, Registrant served a demand on the general partners of the Local Partnerships (the “Local"Local General Partners”Partners") to commence a sale process to dispose of the Properties. In the event a sale cannot be consummated, it is the Manager’sManager's intention to sell or assign Registrant’sRegistrant's remaining 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 remaining Local Partnership Interests; there can be no assurance as to when Registrant will dispose of its remaining Local Partnership Interests.

The remaining Properties are principally comprised of subsidized and leveraged low-income multifamily residential complexes located throughout the United States. Threein New York, Florida and Michigan. One of the sixthree remaining Local Partnerships receivereceives rental subsidy payments under Section 8 of Title II of the Housing and Community Development Act of 1974 (“("Section 8”8"). The subsidy agreementsagreement is scheduled to expire at various times.in 2019. Since October 1997, the United States Department of Housing and Urban Development (“HUD”("HUD") has issued a series of directives related to project based Section 8 contracts that define owners’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 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”("NOI") and debt structure of the Local PartnershipsPartnership currently receiving such subsidy. The threeSuch Local Partnerships’Partnership's Section 8 contracts arecontract is currently subject to renewal under applicable HUD guidelines. Two of the Local Partnerships entered into restructuring agreements in prior years, resulting in changes to both rent subsidy and mandatory debt service.

129


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

The Local Partnerships have various financing structures which include (i) required debt service payments (“("Mandatory Debt Service”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”Interest"). Registrant has no legal obligation to fund any operating deficits of the Local Partnerships.

During the year ended March 30, 2016, Registrant sold its Local Partnership Interest in Ledge/McLaren Limited Partnership ("Ledge/McLaren") to an affiliate of the Local General Partner of Ledge/McLaren; Registrant received $2,250 in connection with the sale. Such amount is included in gain (loss) on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) for the year ended March 30, 2016.

During the year ended March 30, 2016, Registrant sold its Local Partnership Interest in SB-92 Limited Partnership ("SB-92") to an affiliate of the Local General Partner of SB-92; Registrant received $5,000 in connection with the sale.  Such amount is included in gain (loss) on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) for the year ended March 30, 2016.

During the year ended March 30, 2016, Registrant assigned its Local Partnership Interest in St. John Housing to an affiliate of the Local General Partner of St. John Housing; there were no proceeds in connection with the assignment. After accounting for its share of cumulative income, losses and distributions, Registrant recognized a loss of $278,795 in connection with the assignment as a write-off of its remaining investment balance. Such amount is included in gain (loss) on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) for the year ended March 30, 2016.

Inflation

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

Contractual Obligations

Registrant is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item.

Off - Balance Sheet Arrangements
Off - Balance Sheet Arrangements

Registrant does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on Registrant’sRegistrant's financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to the Beneficial Owners.

Critical Accounting Policies and Estimates
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”("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’sRegistrant'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 as defined by Financial Accounting Standards Board (“FASB”("FASB") Accounting Standards Codification (“ASC”("ASC") Topic 810; Subtopic 10, because Registrant is not considered the primary beneficiary. Registrant’sRegistrant's balance in investment in local partnerships represents the maximum exposure to loss in connection with such investments. Registrant’sRegistrant's exposure to loss on the Local Partnerships is mitigated by the condition and financial performance of the underlying Properties as well as the financial strength of the Local General Partners. In addition, the Local Partnerships’Partnerships' partnership agreements grant the Local General Partners the power to direct the activities that most significantly impact the Local Partnerships’Partnerships' economic success. As a result of cumulative equity losses and distributions and the sale of certain Local Partnerships' Properties and/or Registrant's Local Partnership Interests, Registrant's investment in local partnerships reached a zero balance during the year ended March 30, 2016.


1310

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

Forward-Looking Information

As a cautionary note, with the exception of historical facts, the matters discussed in this Annual Report on Form 10-K are “forward-looking”"forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”"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”"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”"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’sRegistrant'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 7A.                Quantitative and Qualitative Disclosure About Market Risk.

Registrant is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item.

1411


AMERICAN TAX CREDIT TRUST,

a Delaware statutory business trust

Series I


Item 8.                   Financial Statements and Supplementary Data.
Item 8.
Financial Statements and Supplementary Data.

Table of Contents Page
  
Report of Independent Registered Public Accounting Firm16 13
  
Balance Sheets17 14
  
Statements of Operations and Comprehensive Income (Loss)18 15
  
Statements of Changes in Owners' Equity (Deficit)19 16
  
Statements of Cash Flows20 17
  
Notes to Financial Statements22 19


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.
1512


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”"Trust") as of March 30, 20152016 and 2014,2015, and the related statements of operations and comprehensive income (loss), changes in owners' equity (deficit) and cash flows for the years then ended. The Trust’sTrust's management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Trust 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’sTrust's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of American Tax Credit Trust, a Delaware statutory business trust Series I as of March 30, 20152016 and 20142015 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.



/s/Marks Paneth LLP

New York, New York
June 26, 2015
20, 2016
1613


AMERICAN TAX CREDIT TRUST,

a Delaware statutory business trust Series I
BALANCE SHEETS
MARCH 30, 20152016 AND 20142015
  2016  2015 
       
ASSETS    
     
Cash and liquid investments    
     
Cash and cash equivalents $9,514  $18,886 
Investment in Pemberwick Fund - a short duration bond fund  345,488   363,917 
         
Total cash and liquid investments  355,002   382,803 
         
Investment in local partnerships      395,782 
         
  $355,002  $778,585 
         
LIABILITIES AND OWNERS' EQUITY (DEFICIT)        
         
Liabilities        
         
Accounts payable and accrued expenses $26,021  $15,925 
Payable to manager and affiliates  694,861   586,503 
         
   720,882   602,428 
         
Commitments and contingencies        
         
Owners' equity (deficit)        
         
Manager  (367,116)  (162,142)
Beneficial owners (18,654 units of beneficial ownership interest outstanding)      336,253 
Accumulated other comprehensive income  1,236   2,046 
         
   (365,880)  176,157 
         
  $355,002  $778,585 
See Notes to Financial Statements.
14

AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust Series I
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
YEARS ENDED MARCH 30, 2016 AND 2015
  2016  2015 
     
REVENUE    
     
Interest $3,388  $7,033 
Other income from local partnerships  13,562   3,000 
         
TOTAL REVENUE  16,950   10,033 
         
EXPENSES        
         
Management fee - affiliate  113,305   124,571 
Professional fees  42,384   38,195 
Printing, postage and other  13,956   18,571 
         
TOTAL EXPENSES  169,645   181,337 
         
LOSS PRIOR TO EQUITY IN LOSS OF INVESTMENT IN LOCAL PARTNERSHIPS AND GAIN (LOSS) ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES  (152,695)  (171,304)
         
Equity in loss of investment in local partnerships  (116,987)  (2,062,171)
         
LOSS PRIOR TO GAIN (LOSS) ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES  (269,682)  (2,233,475)
         
GAIN (LOSS) ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES  (271,545)    
         
NET LOSS  (541,227)  (2,233,475)
         
Other comprehensive loss - Pemberwick Fund  (810)  (2,478)
         
COMPREHENSIVE LOSS $(542,037) $(2,235,953)
         
NET LOSS ATTRIBUTABLE TO        
         
Manager $(204,974) $(22,335)
Beneficial owners  (336,253)  (2,211,140)
         
  $(541,227) $(2,233,475)
         
NET LOSS per unit of beneficial ownership interest (18,654 units of beneficial ownership interest)
 $(18.03) $(118.53)

  
2015
  
2014
 
ASSETS      
       
Cash and liquid investments      
       
Cash and cash equivalents $18,886  $111,475 
Investment in Pemberwick Fund - a short duration bond fund  363,917   654,505 
         
Total cash and liquid investments  382,803   765,980 
         
Investment in local partnerships  395,782   2,518,186 
         
  $778,585  $3,284,166 
LIABILITIES AND OWNERS' EQUITY (DEFICIT)        
         
Liabilities        
         
Accounts payable and accrued expenses $15,925  $23,137 
Payable to manager and affiliates  586,503   717,095 
         
   602,428   740,232 
         
Commitments and contingencies        
         
Owners' equity (deficit)        
         
Manager  (162,142)  (138,488)
Beneficial owners (18,654 units of beneficial ownership interest outstanding)  336,253   2,677,898 
Accumulated other comprehensive income  2,046   4,524 
         
   176,157   2,543,934 
         
  $778,585  $3,284,166 

See Notes to Financial Statements.
1715

AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust Series I
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
YEARS ENDED MARCH 30, 2015 AND 2014

  
2015
  
2014
 
       
REVENUE      
       
Interest $7,033  $10,313 
Other income from local partnerships  3,000   52,500 
         
TOTAL REVENUE  10,033   62,813 
         
EXPENSES        
         
Management fee - affiliate  124,571   155,707 
Professional fees  38,195   40,653 
Printing, postage and other  18,571   10,244 
         
TOTAL EXPENSES  181,337   206,604 
         
   (171,304)  (143,791)
         
Equity in income (loss) of investment in local partnerships  (2,062,171)  139,627 
         
NET LOSS  (2,233,475)  (4,164)
         
Other comprehensive loss - Pemberwick Fund  (2,478)  (5,275)
         
COMPREHENSIVE LOSS $(2,235,953) $(9,479)
         
NET LOSS ATTRIBUTABLE TO        
         
Manager
 $(22,335) $(42)
Beneficial owners
  (2,211,140)  (4,122)
         
  $(2,233,475) $(4,164)
         
NET LOSS per unit of beneficial ownership interest (18,654 units of beneficial ownership interest)
 $(118.53) $(.22)

See Notes to Financial Statements.
18

AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust Series I
STATEMENTS OF CHANGES IN OWNERS' EQUITY (DEFICIT)
YEARS ENDED MARCH 30, 20152016 AND 2014
2015

 
 
 
Manager
  
 
Beneficial
Owners
  
Accumulated
Other
Comprehensive
Income (Loss)
  
 
 
Total
  



Manager
  


Beneficial
Owners
  
Accumulated
 Other Comprehensive Income (Loss)
  



Total
 
            
Owners' equity (deficit), March 30, 2013 $(138,446) $2,682,020  $9,799  $2,553,373 
                
Net loss  (42)  (4,122)      (4,164)
                
Other comprehensive loss - Pemberwick Fund           (5,275)  (5,275)
                        
Owners' equity (deficit), March 30, 2014  (138,488)  2,677,898   4,524   2,543,934  $(138,488) $2,677,898  $4,524  $2,543,934 
                                
Net loss  (22,335)  (2,211,140)      (2,233,475)  (22,335)  (2,211,140)      (2,233,475)
                                
Distributions to owners  (1,319)  (130,505)      (131,824)  (1,319)  (130,505)      (131,824)
                                
Other comprehensive loss - Pemberwick Fund           (2,478)  (2,478)          (2,478)  (2,478)
                                
Owners' equity (deficit), March 30, 2015 $(162,142) $336,253  $2,046  $176,157   (162,142)  336,253   2,046   176,157 
                
Net loss  (204,974)  (336,253)      (541,227)
                
Other comprehensive loss - Pemberwick Fund          (810)  (810)
                
Owners' equity (deficit), March 30, 2016 $(367,116) $--  $1,236  $(365,880)

See Notes to Financial Statements.
1916

AMERICAN TAX CREDIT TRUST,

a Delaware statutory business trust Series I
STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 30, 20152016 AND 2014
2015

 
2015
  
2014
  2016  2015 
          
CASH FLOWS FROM OPERATING ACTIVITIES
          
          
Interest received
 $5,129  $8,928  $3,279  $5,129 
Cash paid for
                
Management fees
  (255,163)  (255,183)  (4,947)  (255,163)
Professional fees
  (45,240)  (44,003)  (31,418)  (45,240)
Printing, postage and other expenses
  (18,738)  (11,344)  (14,826)  (18,738)
                
Net cash used in operating activities
  (314,012)  (301,602)  (47,912)  (314,012)
                
CASH FLOWS FROM INVESTING ACTIVITIES
                
                
Proceeds in connection with sale of limited partner interests/local partnership properties  
7,250
     
Distributions received from local partnerships
  63,233   109,741   13,562   63,233 
Investments in Pemberwick Fund
  (4,986)  (8,522)  (3,272)  (4,986)
Redemptions from Pemberwick Fund
  295,000   170,000   21,000   295,000 
                
Net cash provided by investing activities
  353,247   271,219   38,540   353,247 
                
CASH FLOWS FROM FINANCING ACTIVITIES
                
                
Distributions to owners
  (131,824)          (131,824)
                
Net cash used in investing activities
  (131,824)          (131,824)
                
Net decrease in cash and cash equivalents
  (92,589)  (30,383)  (9,372)  (92,589)
                
Cash and cash equivalents at beginning of year
  111,475   141,858   18,886   111,475 
                
CASH AND CASH EQUIVALENTS AT END OF YEAR
 $18,886  $111,475  $9,514  $18,886 
                
SIGNIFICANT NONCASH INVESTING AND FINANCING ACTIVITIES
                
                
Unrealized loss on investment in Pemberwick Fund
 $(2,478) $(5,275) $(810) $(2,478)
 
See reconciliation of net loss to net cash used in operating activities on page 21.18.

See Notes to Financial Statements.
2017

AMERICAN TAX CREDIT TRUST,

a Delaware statutory business trust Series I
STATEMENTS OF CASH FLOWS - CONTINUED
YEARS ENDED MARCH 30, 20152016 AND 2014
2015

  2016  2015 
     
RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES    
     
Net loss $(541,227) $(2,233,475)
         
Adjustments to reconcile net loss to net cash used in operating activities        
         
Equity in loss of investment in local partnerships  116,987   2,062,171 
Loss on sale of limited partner interests/local partnership properties  271,545     
Other income from local partnerships  (13,562)  (3,000)
Gain on redemptions from Pemberwick Fund  (109)  (1,904)
Increase (decrease) in accounts payable and accrued expenses  10,096   (7,212)
Increase (decrease) in payable to manager and affiliates  108,358   (130,592)
         
NET CASH USED IN OPERATING ACTIVITIES $(47,912) $(314,012)
  
2015
  
2014
 
       
RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES
      
       
Net loss
 $(2,233,475) $(4,164)
         
Adjustments to reconcile net loss to net cash used in operating activities
        
         
Equity in loss (income) of investment in local partnerships  2,062,171   (139,627)
Other income from local partnerships  (3,000)  (52,500)
Gain on redemptions from Pemberwick Fund  (1,904)  (1,385)
Decrease in accounts payable and accrued expenses  (7,212)  (4,450)
Decrease in payable to manager and affiliates  (130,592)  (99,476)
         
NET CASH USED IN OPERATING ACTIVITIES $(314,012) $(301,602)

See Notes to Financial Statements.
2118

AMERICAN TAX CREDIT TRUST,

a Delaware statutory business trust Series I
NOTES TO FINANCIAL STATEMENTS
MARCH 30, 20152016 AND 20142015

1.Organization, Purpose and Summary of Significant Accounting Policies

American Tax Credit Trust, a Delaware statutory business trust Series I (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”"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 qualified for the low-income housing tax credit (the "Low-income Housing Tax Credit") in accordance with Section 42 of the Internal Revenue Code (the “IRC”"IRC"), through the acquisition of limited partner equity interests (the “Local"Local Partnership Interests”Interest" or "Local Partnership Interests") in partnerships (the "Local Partnership" or "Local Partnerships") that are the owners of the Properties.  Such interests were acquired from 1993 to 1995. 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’sTrust'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’sTrust's investment balance in each Local Partnership.  Equity in loss in excess of the Trust’sTrust'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. As a result of cumulative equity losses and distributions and the sale of certain Local Partnerships' Properties and/or the Partnership's Local Partnership Interests, the Partnership's investment in local partnerships reached a zero balance during the year ended March 30, 2016.

The Trust assessesassessed the carrying value (the “Carrying Value”"Carrying Value") of its investment in local partnerships at least annually in the fourth quarter of its fiscal year or whenever there arewere indications that a permanent impairment may have occurred. If the Carrying Value of an investment in a Local Partnership exceedsexceeded the estimated value derived by management, the Trust reducesreduced its investment in any such Local Partnership (unless the impairment iswas considered to be temporary) and includesincluded such reduction in equity in income (loss) of investment in local partnerships. Impairment iswas 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 as defined by Financial Accounting Standards Board (“FASB”("FASB") Accounting Standards Codification (“ASC”("ASC") Topic 810; Subtopic 10, because the Trust is not considered the primary beneficiary. The Trust's balance in investment in local partnerships 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 financial strength of the general partners of the Local Partnerships (the “Local"Local General Partners”Partners"). In addition, the Local Partnerships’Partnerships' partnership agreements grant the Local General Partners the power to direct the activities that most significantly impact the Local Partnerships’Partnerships' economic success. As described above, the Partnership's investment in local partnerships has reached a zero balance.
19

AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust Series I
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 30, 2016 AND 2015

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

Advances and additional capital contributions (collectively the “Advances”"Advances") that are not required under the terms of the Local Partnerships’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.
22


AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust Series I
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 30, 2015 AND 2014

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

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.

Fair Value Measurements

ASC Topic 820 clarifies the principle that fair value should be based on the assumptions that market participants would use when pricing the asset or liability and establishes the following fair value hierarchy:

·Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Partnership has the ability to access;
  
·Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as interest rates and yield curves that are observable at commonly quoted intervals; and
  
·Level 3 inputs are unobservable inputs for the asset or liability that are typically based on an entity’sentity's own assumptions as there is little, if any, related market activity.

For instances in which the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the fair value measurement will fall within the lowest level input that is significant to the fair value measurement in its entirety.

Investment in Pemberwick Fund

The Trust carries its investment in Pemberwick Fund (“Pemberwick”("Pemberwick"), an investment grade institutional short duration bond fund, at estimated fair value. Realized gains (losses) are included in (offset against) interest revenue. Investment in Pemberwick is classified as available-for-sale and unrealized gains (losses) are included as items of comprehensive income (loss) and are reported as a separate component of owners' equity (deficit).

Income Taxes

The Trust is a pass-through entity for income tax purposes and, as such, is not subject to income taxes. Rather, all items of taxable income and deductions are passed through to and are reported by its owners on their respective income tax returns. The Trust’sTrust's federal tax status as a pass-through entity is based on its legal status as a trust.  Accordingly, the Trust is not required to take any tax positions in order to qualify as a pass-through entity. The Trust is required to file and does file tax returns with the Internal Revenue Service (the “IRS”"IRS") and other taxing authorities. Income tax returns filed by the Trust are subject to examination by the IRS for a period of three years. While no Trust income tax returns are currently being examined by the IRS, tax years subsequent to 20102011 remain subject to examination. The accompanying financial statements do not reflect a provision for income taxes and the Trust has no other tax positions which must be considered for disclosure. In accordance with ASC Topic 740; Subtopic 10, the Trust has included in Note 7 disclosures related to differences in the financial and tax bases of accounting.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

Certain prior year balances have been reclassified to conform to the current year presentation.
2320


AMERICAN TAX CREDIT TRUST,

a Delaware statutory business trust Series I
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 30, 20152016 AND 20142015

2.Capital Contributions and Distributions

On September 13, 1993, the Trust commenced the offering of Units through Merrill Lynch, Pierce, Fenner & Smith Incorporated and PaineWebber Incorporated (the “Selling Agents”"Selling Agents"). On November 29, 1993, 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’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 Manager contributed $100 to the Trust.

Net loss iswas allocated 99% to the Beneficial Owners and 1% to the Manager in accordance with the Trust Agreement.Agreement until such time as the Beneficial Owners' capital reached zero as a result of loss allocations, after which all losses have been allocated to the Manager. During the year ended March 30, 2015, the Trust paid nonresident state withholding taxes of $36,141 on behalf of certain of the Beneficial Owners in connection with gains recognized by certain Local Partnerships for the year ended December 31, 2013. The Trust also made a distribution to the Beneficial Owners in the amount of approximately $7 per Unit (an additional $94,364). The $7 per Unit includes the nonresident state withholding taxes referred to above; the pro-rata distribution to the Manager was $1,319.

3.Cash and Cash Equivalents

As of March 30, 2015,2016, the Trust has cash and cash equivalents of $18,886. Of such amount, $17,953$9,514, all of which is held in accounts at two financial institutions in which such accounts are insured up to $250,000 at each institution by the Federal Deposit Insurance Corporation (the “FDIC”"FDIC"). The entire amount is FDIC insured as of March 30, 2015. The remaining $933 is held in an account at 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.2016.

4.Investment in Pemberwick Fund

The Trust carries its investment in Pemberwick, an investment grade institutional short duration bond fund, at estimated fair value. Pemberwick was organized in February 2010 as a non-diversified open-end management investment company registered under the Investment Company Act of 1940, as amended, that seeks maximum current income consistent with liquidity and stability of principal. In selecting a portfolio of securities for Pemberwick, the investment advisor of Pemberwick (the “Advisor”"Advisor") will select investments so that Pemberwick’s95% of Pemberwick's assets will be rated “A-”"A-" or better by a nationally recognized statistical rating organization (“NRSRO”("NRSRO") such as Moody’sMoody's Investor Services, Inc. (“Moody’s”("Moody's") and/or by Standard & Poor’sPoor's Financial Services, LLC (“("S&P”&P") (or if commercial paper rated in the highest category) or, if a rating is not available, deemed to be of comparable quality by the Advisor, or securities issued by banking institutions operating in the United States and having assets in excess of $200 billion. Approximately 90% or more of Pemberwick’s assets will either be invested in securities rated AA or better (if commercial paper rated in the highest category) by a NRSRO or in securities of banking institutions operating in the United States and having assets in excess of $200 billion.

The weighted average duration of Pemberwick’sPemberwick's assets is approximately 1.761.57 years as of March 30, 2015.2016. Redemptions from Pemberwick are immediately liquid and unrestricted. Pemberwick’sPemberwick's net asset value (“NAV”("NAV") is $10.06$10.04 and $10.07$10.06 per share as of March 30, 20152016 and 2014,2015, respectively. The Trust’sTrust's investment in Pemberwick as of March 30, 2016 and 2015 is $345,488 and 2014 is $363,917, and $654,505, respectively. An unrealized gain of $2,046$1,236 as of March 30, 20152016 is reflected as accumulated other comprehensive income in the accompanying balance sheet as of March 30, 2015.2016. The Trust has earned $53,286$56,667 of interest revenue from the date of its initial investment in Pemberwick through March 30, 2015.2016. The fair value of the Trust’sTrust's investment in Pemberwick is classified within Level 1 of the fair value hierarchy of the guidance on Fair Value Measurements (see Note 1). Pemberwick’sPemberwick's NAV was $10.06$10.04 as of May 31, 2015.2016.

The Advisor is an affiliate of the Manager. For its services, the Advisor is entitled to receive an annual advisory fee of 0.50% of the average daily net assets of Pemberwick. The Advisor may, in its discretion, voluntarily waive its fees or reimburse certain Pemberwick expenses; however, the Advisor is not required to do so. The Advisor has waived 70% of its fee earned since Pemberwick’sPemberwick's inception and earned $768$524 and $1,086$768 in connection with the Trust’sTrust's investment in Pemberwick for the years ended March 30, 20152016 and 2014,2015, respectively, enough to cover its direct costs. The Advisor’sAdvisor's asset management affiliate, Richman Asset Management, Inc. (“RAM”("RAM") has agreed to reduce its management fees (see Note 6) payable by the Trust to the extent any fee of the Advisor payable by Pemberwick would be duplicative of any profit that RAM would receive from the Trust.
2421

AMERICAN TAX CREDIT TRUST,

a Delaware statutory business trust Series I
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 30, 20152016 AND 20142015

5.Investment in Local Partnerships

The Trust initially acquired a Local Partnership Interest in ten Local Partnerships. As of March 30, 2015,2016, the Trust owns a 99% Local Partnership Interest in the following sixthree Local Partnerships:

  1.ACP Housing Associates, L.P. ("ACP Housing");
  2.Creative Choice Homes VII, Ltd.;
  3.Ledge/McLaren Limited Partnership;
  4.SB-92 Limited Partnership;
  5.St. John Housing Associates, L.P. (“St. John Housing” ("Creative Choice"); and
  6.3.Vision Limited Dividend Housing Association Limited Partnership.Partnership ("Vision").

In connection with the initial purchase of ten Local Partnership Interests, under the terms of the partnership agreement of each Local Partnership, as of March 30, 20152016 the Trust is committed to make capital contributions in the aggregate of $14,837,956, which includes Advances to certain Local Partnerships and all of which has been paid.

The remaining Properties are principally comprised of subsidized and leveraged low-income multifamily residential complexes located throughout the United States.in New York ("ACP Housing"), Florida (Creative Choice) and Michigan (Vision). The required holding period of each Property, in order to avoid Low-income Housing Tax Credit recapture, is fifteen years from the year in which the Low-income Housing Tax Credits commence on the last building of the Property (the “Compliance Period”"Compliance Period"). The Compliance Periods of all the Local Partnerships expired in a prior year. The rents of the Properties, three of which receiveCreative Choice receives project based rental subsidy payments pursuant to a subsidy agreements,agreement, are subject to specific laws, regulations and agreements with federal and state agencies. The subsidiessubsidy is scheduled to expire at various times.in 2019. The Trust cannot 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. Such changes could adversely affect the future net operating income and debt structure of the Local Partnerships receiving such subsidies.Creative Choice. As of December 31, 2014,2015, the remaining Local Partnerships have outstanding mortgage loans payable totaling approximately $13,468,000$10,061,000 and accrued interest payable on such loans totaling approximately $2,124,000,$1,982,000, which are secured by security interests and liens common to mortgage loans on the remaining Local Partnerships' real property and other assets.

For the years ended March 30, 2015 and 2014, the investment in local partnerships activity consists of the following:

  
2015
  
2014
 
       
        Investment in local partnerships as of March 30, 2014 and 2013 $2,518,186  $2,435,800 
         
        Distributions from Local Partnerships  (63,233)  (109,741)
         
        Distributions classified as other income  3,000   52,500 
         
        Equity in income (loss) of investment in local partnerships  (2,062,171)  139,627 
         
        Investment in local partnerships as of March 30, 2015 and 2014 $395,782  $2,518,186 

During the year ended March 30, 2014,2016, the Trust sold its Local Partnership Interest in Penn Apartment Associates (“Penn Apartments”Ledge/McLaren Limited Partnership ("Ledge/McLaren") to an affiliate of the Local General Partner of Penn Apartments. AlthoughLedge/McLaren; the Trust received no proceeds$2,250 in connection with the sale, the Trust received $46,250 for distributions that were due to the Trust under the terms of Penn Apartments’ partnership agreement.sale. Such amount is included in other income from gain (loss) on sale of limited partner interests/local partnershipspartnership properties in the accompanying statement of operations and comprehensive income (loss) of the Trust for the year ended March 30, 2014 (see Note 1).2016. After accounting for its share of cumulative income, losses and distributions, the Trust’sTrust's investment in Penn ApartmentsLedge/McLaren had reached a zero balance prior to the sale.

During the year ended March 30, 2016, the Trust sold its Local Partnership Interest in SB-92 Limited Partnership ("SB-92") to an affiliate of the Local General Partner of SB-92; the Trust received $5,000 in connection with the sale.  Such amount is included in gain (loss) on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) of the Trust for the year ended March 30, 2016. After accounting for its share of cumulative income, losses and distributions, the Trust's investment in SB-92 had reached a zero balance prior to the sale.

During the year ended March 30, 2016, the Trust assigned its Local Partnership Interest in St. John Housing Associates, L.P. ("St. John Housing") to an affiliate of the Local General Partner of St. John Housing; there were no proceeds in connection with the assignment. After accounting for its share of cumulative income, losses and distributions, the Trust recognized a loss of $278,795 in connection with the assignment as a write-off of its remaining investment balance. Such amount is included in gain (loss) on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) of the Trust for the year ended March 30, 2016.
2522

 
AMERICAN TAX CREDIT TRUST,

a Delaware statutory business trust Series I
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 30, 20152016 AND 20142015

5.Investment in Local Partnerships (Continued)

DuringFor the yearyears ended March 30, 2014,2016 and 2015, the Trust sold its Local Partnership Interest in St. Christopher’s Associates, L.P. V (“St. Christopher’s”) to an affiliate of the Local General Partner of St. Christopher’s; there were no proceeds in connection with the sale. The Trust made an Advance to St. Christopher's of $6,092 in a prior year to fund operating deficits; such Advance was recorded as investment in local partnerships (see Note 1). After accounting for its share of cumulative income, losses and distributions, the Trust’s investment in St. Christopher’s had reached a zero balance prior to the sale. As a result of severe fire damage at the Property, St. Christopher’s recognized a gain on involuntary conversion of $809,114 for the year ended December 31, 2013. Such amount is reflected in the combined statement of operationsactivity consists of the Local Partnerships for the year ended December 31, 2013 herein Note 5.following:

During the year ended March 30, 2013, Edgewood Manor Associates, L.P. (“Edgewood”) sold its underlying Property to an unaffiliated third party, in connection with which Edgewood recognized a gain of $1,370,027. Such amount is reflected in the combined statement of operations of the Local Partnerships for the year ended December 31, 2013 herein Note 5. The Trust received $31,293 in connection with the sale; such amount was recorded as gain on sale of limited partner interests/local partnership properties for the year ended March 30, 2013.
  2016  2015 
     
Investment in local partnerships as of March 30, 2015 and 2014 $395,782  $2,518,186 
         
Distributions from Local Partnerships  (13,562)  (63,233)
         
Distributions classified as other income  13,562   3,000 
         
Equity in loss of investment in local partnerships  (116,987)  (2,062,171)
         
Write-off of remaining investment balance in St. John Housing  (278,795)  -- 
         
Investment in local partnerships as of March 30, 2016 and 2015 $--  $395,782 

The Trust’sTrust's investment in St. John Housing represents more than 20% of the Trust’sTrust's total assets as of March 30, 2015 and 2014 and the equity in incomeloss recognized by the Trust in connection with St. John Housing represents more than 20% of the Trust’sTrust's net loss for the year ended March 30, 2014.2016. 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, 20142015 and 2013:2014:

 
2014
  
2013
  2015  2014 
          
Total assets $5,245,539  $5,444,612  $5,137,079  $5,245,539 
                
Total liabilities $2,657,669  $2,935,122  $2,667,378  $2,657,669 
                
Revenue $1,465,166  $1,464,956  $1,227,965  $1,465,166 
                
Net income $139,221  $141,037 
Net income (loss) $(118,169) $139,221 

Equity in loss of investment in local partnerships is limited to the Trust’sTrust's investment balance in each Local Partnership; any excess is applied to other partners' capital in any such Local Partnership (see Note 1). The amount of such excess losses applied to other partners' capital was $189,440$244,924 and $264,194$189,440 for the years ended December 31, 20142015 and 2013,2014, respectively, as reflected in the combined statements of operations of the Local Partnerships herein Note 5.

As a result of management’smanagement'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 St. John Housing by $2,200,000 during the year ended March 30, 2015. Such amount is included in equity in income (loss)loss of investment in local partnerships in the accompanying statement of operations and comprehensive income (loss) of the Trust for the year ended March 30, 2015. The differencesdifference between the Trust’sTrust's investment in local partnerships as of March 30, 2015 and 20142016 and the amountsamount reflected as the Trust’sTrust's investment balance in the combined balance sheetssheet of the Local Partnerships as of December 31, 2014 and 20132015 herein Note 5 representrepresents cumulative Carrying Value adjustments made by the Trust in the amount of $2,908,850$2,701,800 and $1,024,850, respectively.the Trust's write-off of its investment in St. John Housing of $278,795 during the three months ended March 30, 2016 (see discussion above herein Note 5).  The difference between the Trust's investment in local partnerships as of March 30, 2015 and the amount reflected as the Trust's investment balance in the combined balance sheet of the Local Partnerships as of December 31, 2014 herein Note 5 represents cumulative Carrying Value adjustments made by the Trust in the amount of $2,908,850.

The combined balance sheets of the Local Partnerships as of December 31, 20142015 and 20132014 and the combined statements of operations of the Local Partnerships for the years then ended are reflected on pages 2724 and 28, respectively.25, respectively. The combined balance sheets of the Local Partnerships as of December 31, 20142015 and 20132014 do not include any balances in connection with the Local Partnerships in which the Partnership no longer owns an interest as of such dates, while the combined statements of operations of the Local Partnerships for the years then ended include the results of operations of such Local Partnerships for the period prior to the sales or other dispositions (see discussion above herein Note 5).
2623

AMERICAN TAX CREDIT TRUST,

a Delaware statutory business trust Series I
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 30, 20152016 AND 20142015

5.Investment in Local Partnerships (Continued)

The combined balance sheets of the Local Partnerships as of December 31, 20142015 and 20132014 are as follows:

  
2014
  
2013
 
       
ASSETS      
       
Cash and cash equivalents $2,072,949  $743,616 
Rents receivable  64,987   99,462 
Escrow deposits and reserves  1,135,647   2,185,014 
Land  965,272   997,101 
Buildings and improvements (net of accumulated depreciation of $15,952,715 and $18,330,320)  13,533,052   13,658,750 
Intangible assets (net of accumulated amortization of $125,312 and $151,843)  141,138   158,857 
Other assets  275,483   425,898 
         
  $18,188,528  $18,268,698 
         
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)        
         
Liabilities        
         
Accounts payable and accrued expenses $460,365  $522,068 
Due to related parties  1,469,345   2,005,580 
Mortgage loans  13,468,459   14,361,626 
Notes payable  250,000   250,000 
Accrued interest  2,123,968   2,355,284 
Other liabilities  179,156   114,406 
         
   17,951,293   19,608,964 
         
Partners' equity (deficit)        
         
American Tax Credit Trust, Series I        
Capital contributions, net of distributions  7,932,118   10,074,228 
Cumulative loss  (4,627,486)  (6,531,192)
         
   3,304,632   3,543,036 
         
General partners and other limited partners        
Capital contributions, net of distributions  151,353   152,459 
Cumulative loss  (3,218,750)  (5,035,761)
         
   (3,067,397)  (4,883,302)
         
   237,235   (1,340,266)
         
  $18,188,528  $18,268,698 
  2015  2014 
     
ASSETS    
     
Cash and cash equivalents $1,940,725  $2,072,949 
Rents receivable  53,657   64,987 
Escrow deposits and reserves  1,194,380   1,135,647 
Land  768,599   965,272 
Buildings and improvements (net of accumulated depreciation of $13,529,112 and $15,952,715)  10,683,023   13,533,052 
Intangible assets (net of accumulated amortization of $127,547 and $125,312)  116,438   141,138 
Other assets  194,842   275,483 
         
  $14,951,664  $18,188,528 
         
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)        
         
Liabilities        
         
Accounts payable and accrued expenses $314,872  $460,365 
Due to related parties  1,182,001   1,469,345 
Mortgage loans  10,061,371   13,468,459 
Notes payable  100,000   250,000 
Accrued interest  1,981,767   2,123,968 
Other liabilities  99,549   179,156 
         
   13,739,560   17,951,293 
         
Partners' equity (deficit)        
         
American Tax Credit Trust, Series I        
Capital contributions, net of distributions  6,817,784   7,932,118 
Cumulative loss  (3,837,189)  (4,627,486)
         
   2,980,595   3,304,632 
         
General partners and other limited partners        
Capital contributions, net of distributions  164,176   151,353 
Cumulative loss  (1,932,667)  (3,218,750)
         
   (1,768,491)  (3,067,397)
         
   1,212,104   237,235 
         
  $14,951,664  $18,188,528 
2724

AMERICAN TAX CREDIT TRUST,

a Delaware statutory business trust Series I
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 30, 20152016 AND 20142015

5.Investment in Local Partnerships (Continued)

The combined statements of operations of the Local Partnerships for the years ended December 31, 20142015 and 20132014 are as follows:

  2015  2014 
     
REVENUE    
     
Rental $4,381,625  $4,452,442 
Interest and other  102,611   177,777 
         
TOTAL REVENUE  4,484,236   4,630,219 
         
EXPENSES        
         
Administrative  616,161   620,777 
Payroll  740,136   751,481 
Utilities  696,193   730,609 
Operating and maintenance  750,765   746,746 
Taxes and insurance  440,622   393,738 
Financial  512,515   507,431 
Depreciation and amortization  972,702   822,868 
         
TOTAL EXPENSES  4,729,094   4,573,650 
         
NET INCOME (LOSS) $(244,858) $56,569 
         
NET INCOME (LOSS) ATTRIBUTABLE TO        
         
American Tax Credit Trust, Series I $(116,987) $137,829 
General partners and other limited partners (includes $244,924 and  $189,440 of Trust losses in excess of investment and specially allocated income of $119,503 and $107,614)  (127,871)  (81,260)
         
  $(244,858) $56,569 
  
2014
  
2013
 
       
REVENUE      
       
Rental
 $4,452,442  $4,552,291 
Interest and other
  177,777   241,812 
         
TOTAL REVENUE
  4,630,219   4,794,103 
         
EXPENSES
        
         
Administrative
  620,777   715,226 
Payroll
  751,481   743,073 
Utilities
  730,609   739,767 
Operating and maintenance
  746,746   987,672 
Taxes and insurance
  393,738   392,918 
Financial
  507,431   613,160 
Depreciation and amortization
  822,868   905,927 
         
TOTAL EXPENSES
  4,573,650   5,097,743 
         
INCOME (LOSS) BEFORE GAIN ON SALE OF PROPERTY AND GAIN ON INVOLUNTARY CONVERSION
  56,569   (303,640)
         
GAIN ON SALE OF PROPERTY
  --   1,370,027 
         
INCOME BEFORE GAIN ON INVOLUNTARY CONVERSION
  56,569   1,066,387 
         
GAIN ON INVOLUNTARY CONVERSION
  --   809,114 
         
NET INCOME
 $56,569  $1,875,501 
         
         
NET INCOME (LOSS) ATTRIBUTABLE TO
        
         
American Tax Credit Trust, Series I
 $137,829  $139,627 
General partners and other limited partners (includes $189,440 and  $264,194 of Trust losses in excess of investment and specially allocated income of $107,614 and $1,981,251)
  (81,260)    1,735,874 
         
  $56,569  $1,875,501 

2825

AMERICAN TAX CREDIT TRUST,

a Delaware statutory business trust Series I
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 30, 20152016 AND 20142015

6.Transactions with Manager and Affiliates

Pursuant to the terms of the Trust Agreement, the Trust incurs an annual management fee (the “Management Fee”"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 Invested Assets (as such term is defined in the Trust Agreement). The Trust incurred Management Fees of $124,571$113,305 and $155,707$124,571 for the years ended March 30, 20152016 and 2014,2015, respectively. Unpaid Management Fees in the amount of $586,503$694,861 and $717,095$586,503 are reflected as payable to manager and affiliates in the accompanying balance sheets as of March 30, 20152016 and 2014,2015, respectively.

7.Taxable Income

A reconciliation of the financial statement net loss of the Trust for the years ended March 30, 20152016 and 20142015 to the tax return income for the years ended December 31, 20142015 and 20132014 is as follows:

 
2015
  
2014
  2016  2015 
          
Financial statement net loss for the years ended March 30, 2015 and 2014 $(2,233,475) $(4,164)
Financial statement net loss for the years ended March 30, 2016 and 2015 $(541,227) $(2,233,475)
                
Add (less) net transactions occurring between                
January 1, 2013 and March 30, 2013  --   (23,434)
January 1, 2014 and March 30, 2014  (48,016)  48,016   --   (48,016)
January 1, 2015 and March 30, 2015  46,752   --   (46,752)  46,752 
January 1, 2016 and March 30, 2016  306,378   -- 
                
Adjusted financial statement net income (loss) for the years ended December 31, 2014 and 2013  (2,234,739)  20,418 
Adjusted financial statement net loss for the years ended December 31, 2015 and 2014  (281,601)  (2,234,739)
                
Management Fees deductible for tax purposes when paid  (125,281)  (95,582)  123,537   (125,281)
                
Equity in income (loss) of investment in local partnerships  2,032,373   875,949   (224,196)  2,032,373 
                
Gain on sale of limited partner interests/local partnership properties  960,308   2,274,932 
Gain (loss) on sale of limited partner interests/local partnership properties  1,014,482   960,308 
                
Write-off of Advances for tax purposes  (6,092)  (90,000)  --   (6,092)
                
Other income from local partnerships  (3,000)  (52,500)  (13,562)  (3,000)
                
Other differences  --   3,128 
        
Tax return income for the years ended December 31, 2014 and 2013 $623,569  $2,934,347 
Tax return income for the years ended December 31, 2015 and 2014 $618,660  $623,569 

The differences between investment in local partnerships for financial reporting and tax purposes as of December 31, 20142015 and 20132014 are as follows:

 
2014
  
2013
  2015  2014 
          
Investment in local partnerships - financial reporting $395,782  $2,518,186  $--  $395,782 
Investment in local partnerships - tax  (870,491)  (1,737,768)  (215,752)  (870,491)
                
 $1,266,273  $4,255,954  $215,752  $1,266,273 

Payable to manager and affiliates in the accompanying balance sheets represents accrued Management Fees, which are not deductible for tax purposes until paid pursuant to IRC Section 267.
2926

AMERICAN TAX CREDIT TRUST,

a Delaware statutory business trust Series I
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 30, 20152016 AND 20142015

8.Fair Value of Financial Instruments

Fair value estimates are dependent upon subjective assumptions and involve significant uncertainties resulting in variability in estimates with changes in assumptions. The following table summarizes the carrying values and the estimated fair values of the Trust’s financial instruments as of March 30, 2015value amounts have been determined using available market information, assumptions, estimates and 2014:valuation methodologies.

  
2015
  
2014
 
             
  Carrying  Estimated Fair  Carrying  Estimated Fair 
  
Value
  
Value
  
Value
  
Value
 
             
Cash and cash equivalents $18,886  $18,886  $111,475  $111,475 
                 
Investment in Pemberwick Fund - a short duration bond fund $ 363,917  $ 363,917  $ 654,505  $ 654,505 
                 
Investment in local partnerships $395,782  $435,000  $2,518,186  $4,900,000 

The following methods and assumptions were used by the Trust in estimating the fair value of each class of financial instrument:

Cash and cash equivalents

The carrying amount approximates fair value.

Investment in Pemberwick Fund - a short duration bond fund

The estimated fair value of Pemberwick is based on current market quotes received from active markets. Pemberwick’sPemberwick's NAV is calculated and published daily (see Note 4).

Investment in local partnerships

The Trust assessesassessed the carrying value of its investment in local partnerships at least annually in the fourth quarter of its fiscal year or whenever there arewere indications that a permanent impairment may have occurred (see Note 1). These valuations requirerequired significant judgments, which includeincluded assumptions regarding capitalization rates, occupancy rates, projected operating results, availability of financing, exit plan, extended use provisions of the Properties under the terms of the applicable financing agreements, comparable sales and other factors deemed necessary by the Trust. The investment in local partnerships, carried at zero as of March 30, 2016, approximates fair value. While the investment in local partnerships as of March 30, 2015 is carried at $395,782, its estimated fair value as of such date is $435,000. The fair value of investment in local partnerships was determined using Level 3 inputs (see Note 1) as of March 30, 20152016 and 20142015 and is presented here for disclosure purposes only.

3027

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

Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.

None.

Item 9A.
Controls and ProceduresItem 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, 2015.2016. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer of the Manager concluded that Registrant’sRegistrant's disclosure controls and procedures were effective as of March 30, 2015.2016.

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 in 1992 and updated in 2013. Based on its evaluation, management has concluded that Registrant’sRegistrant's internal control over financial reporting was effective as of March 30, 2015.2016.
 
This Annual Report does not include an attestation report of Registrant’sRegistrant's independent registered public accounting firm regarding internal control over financial reporting. Management’sManagement's report was not subject to attestation by Registrant’sRegistrant's independent registered public accounting firm pursuant to rules of the SEC that permit Registrant to provide only management’smanagement's report in this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There were no changes in Registrant’sRegistrant's internal control over financial reporting during the three months ended March 30, 20152016 that have materially affected, or are reasonably likely to materially affect, Registrant’sRegistrant's internal control over financial reporting.

Item 9B.
Item 9B.                Other Information.

None.
3128


PART III

Item 10.
Directors, Executive Officers and Corporate GovernanceItem 10.                 Directors, Executive Officers and Corporate Governance..

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 present 
Name
capacity since1
Position held
   
Richard Paul RichmanMay 10, 1993Director
Brian MyersJune 19, 2015President
James HusseyJanuary 20, 2009Vice President and Treasurer
Gina K. DodgeMay 10, 1993Vice President and Secretary
Charles L. KrafnickFebruary 1, 2003Assistant Treasurer

1Director holds office until his successor is elected and qualified.  All officers serve at the pleasure of the Director.

Richard Paul Richman, age 67,68, 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 the sole 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 sole 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.

Brian Myers, age 51,52, is the President of the Manager and the President of Richman Asset Management, Inc. (“RAM”("RAM"), an affiliate of the Manager. Mr. Myers has been employed by Richman Group or an affiliate since 1997 and is responsible for the overall assetpartnership management operations of RAM in connection with Registrant’sRegistrant's investment in the Local Partnerships.

James Hussey, age 54,55, is a Vice President and the Treasurer of the Manager. Mr. Hussey, the Treasurer of Richman Group, is engaged primarily in the finance operations of Richman Group. Mr. Hussey, a Certified Public Accountant, has been employed by Richman Group or an affiliate since 2009. In addition, Mr. Hussey is a Vice President and the Treasurer of RAM, engaged primarily in the partnershipasset management and finance operations of RAM.

Gina K. Dodge, age 59,60, is a Vice President and 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 53,54, is an Assistant Treasurer of the Manager and is an Assistant Treasurer of Richman Group. Mr. Krafnick, a Certified Public Accountant, 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 thean Assistant Treasurer of RAM.  Mr. Krafnick's responsibilities in connection with RAM include various finance and partnershipasset management functions.

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”"Audit Committee"). Each of Mr. Richman, Mr. Hussey and Mr. Krafnick meets the qualifications of an audit committee financial expert. Mr. Richman, Mr. Hussey and Mr. Krafnick are not independent under the NASDAQ Stock Market independence standards; however Registrant believes that each exercises his judgment in the best interest of Registrant with respect to matters that would ordinarily be passed upon by an audit committee.

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.

3229


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 years ended March 30, 20152016 and 2014.2015. During the years ended March 30, 20152016 and 2014,2015, 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 Trust 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 4 and 6 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 are limited by the terms of the Trust Agreement and may not be increased therefrom on a discretionary basis.

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

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 11.87% of all such Units. Warren Heller, having the mailing address 515 W. Buckeye Road, Suite 104, Phoenix, Arizona 85003, owns 9491,275 Units, representing approximately 5.09%6.83% of all such Units. Prizm Investments and certain affiliates thereof, having the mailing address P.O. Box 47638, Phoenix, Arizona 85068 are the owners of 937 Units, representing approximately 5.02% of all such Units. As of June 15, 2015,8, 2016, no person or entity, other than the entities and affiliates identified above herein Item 12, 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 4 and 6 to the audited financial statements included in Item 8 - Financial Statements and Supplementary Data herein. Such fees will continue to be incurred by Registrant during the fiscal year ending March 30, 2016.2017.

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, 20152016 and 2014.

2015.
3330

Item 13.                         Certain Relationships and Related Transactions and Director Independence (Continued).

Corporate Governance

As discussed elsewhere in this Annual Report, Registrant does not have any directors, although as noted above Mr. Richman, Mr. Hussey and Mr. Krafnick serve on a committee that performs the functions of an audit committee on behalf of Registrant. Under NASDAQ Stock Market independence standards, Mr. Richman, Mr. Hussey and Mr. Krafnick would not be considered independent as they serve as director/officers of the Manager. Although Mr. Richman, Mr. Hussey and Mr. Krafnick are not independent under NASDAQ rules, Registrant believes that each exercises his judgment in the best interest of Registrant with respect to matters that would ordinarily be passed upon by an audit committee. Registrant is not a listed issuer whose securities are listed on a national securities exchange, or an inter-dealer quotation system which has requirements that a majority of the board of directors be independent, and Registrant is not required to have an audit committee which consists of independent directors and meets the other requirements of the Securities Exchange Act of 1934 and the rules promulgated thereunder.

Item 14.Principal Accountant Fees and Services.

Registrant’sRegistrant's independent registered public accounting firm billed Registrant the following fees for professional services rendered for the years ended March 30, 20152016 and 2014:2015:

 2015  2014  2016  2015 
          
Audit Fees $21,000  $21,000  $21,000  $21,000 
Audit-Related Fees  --   --   --   -- 
Tax Fees $7,250  $7,250  $6,250  $7,250 
All Other Fees  --   --   --   -- 

Audit fees consist of fees for the annual audit and review of Registrant’sRegistrant's interim financial statements 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 20152016 and 2014.2015.

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 20152016 and 20142015 principal accountant fees and services.

3431

 
PART IV

Item 15.                         Exhibits and Financial Statement Schedules.

(a)  Financial Statements, Financial Statement Schedules and Exhibits.
(1)  Financial Statements.

       (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 by
 Exhibit   Reference to  
4.1Fourth Amended and Restated Agreement of Trust of Registrant 
Appendix A to Registrant’sRegistrant's Prospectus filed September 21, 1993

(File No. 33-58032)
    
10.1Credit 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)
    
10.2Security 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)
    
10.3Cash 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)
    
10.4Promissory 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)
    
10.5Tri-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)
    
10.6ACP 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)
    
10.7Creative 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)
    
10.8Edgewood 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)
10.9Ledge / 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)
    
10.10Penn 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)
 
3532

 
   Incorporated by
 Exhibit   Reference to  
    
10.11First 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)
    
10.12Second 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)
    
10.13SB-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)
    
10.14St. 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)
    
10.15St. 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)
    
10.16Starved 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)
    
10.17Vision 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)
    
16.1Letter to the Securities and Exchange Commission from Reznick Group, P.C., dated November 9, 2012 Exhibit 16.1 to Current Report on Form 8-K filed on November 9, 2012
    
16.2Letter to the Securities and Exchange Commission from CohnReznick LLP, dated July 24, 2013 Exhibit 16.1 to Current Report on Form 8-K filed on July 24, 2013
    
*31.1Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer  
    
*31.2Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer  
    
*32.1Section 1350 Certification of Chief Executive Officer  
    
*32.2
Section 1350 Certification of Chief Financial
Officer
  
    
99.1Pages 11 through 21 of Prospectus of Registrant dated September 7, 1993 filed pursuant to Rule 424 (b)(3) under the Securities Act of 1933 
Exhibit 99.1 to Form 10-K Report

for the year ended March 30, 2009

(File No. 0-24600)
    
99.2Pages 26 through 48 of Prospectus of Registrant dated September 7, 1993 filed pursuant to Rule 424 (b)(3) under the Securities Act of 1933 
Exhibit 99.2 to Form 10-K Report

for the year ended March 30, 2009

(File No. 0-24600)
99.3Pages 63 through 65 of Prospectus of Registrant dated September 7, 1993 filed pursuant to Rule 424 (b)(3) under the Securities Act of 1933 
Exhibit 99.3 to Form 10-K Report

for the year ended March 30, 2009

(File No. 0-24600)
    
99.4Supplement 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 
Exhibit 99.4 to Form 10-K Report

for the year ended March 30, 2009

(File No. 0-24600)
 
3633

   Incorporated by
 Exhibit   Reference to  
    
99.5Supplement 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 
Exhibit 99.5 to Form 10-K Report

for the year ended March 30, 2009

(File No. 0-24600)
    
99.6Supplement 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 1933 
Exhibit 99.6 to Form 10-K Report

for the year ended March 30, 2009

(File No. 0-24600)
    
99.7Independent Auditor’sAuditor'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)
    
99.8Independent Auditors’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)
    
99.9Report 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)
    
99.10Report 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)
    
99.11Audited 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)
    
99.12Audited 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)
    
99.13Independent Auditors’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)
    
99.14Audited 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)
    
99.15Audited 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)
    
99.16Deferred Fee Agreement between Registrant, the Manager and ML Fund Administrators Inc. 
Exhibit 99.16 to Form 10-K Report

for the year ended March 30, 2009

(File No. 0-24600)
    
**101 INSXBRL Instance Document  
    
**101 SCHXBRL Schema Document  
    
**101 CALXBRL Calculation Linkbase Document  
    
**101 DEFXBRL Definition Linkbase Document  
 
3734

 
 Incorporated by
Exhibit 
Incorporated by
  Reference to  
    
**101 LABXBRL Labels Linkbase Document  
    
**101 PREXBRL Presentation Linkbase Document  
    
**101Financial Statements from the Annual Report on Form 10-K of the Registrant for the year ended March 30, 2015,2016, formatted in Extensible Business Reporting Language (“XBRL”("XBRL"); (i) Balance Sheets as of March 30, 20152016 and 2014;2015; (ii) Statements of Operations and Comprehensive Income (Loss) for the years ended March 30, 20152016 and 2014;2015; (iii) Statements of Changes in Owners’Owners' Equity (Deficit) for the years ended March 30, 20152016 and 2014;2015; and (iv) Statements of Cash Flows for the years ended March 30, 20152016 and 20142015  

*Filed herewith.

       *Filed herewith.

****Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual ReportonReport  on Form 10-K shall not be deemed “filed”"filed" for purposes of Section 18 of the Exchange Act, or otherwise subject toliabilityto  liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act, except as shall be expressly set forth by specific reference in such filing or document.

(b) Exhibits.

See (a)(3) above.

       (c) Financial Statement Schedules.

(c) Financial Statement Schedules.

See (a)(2) above.
3835


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 TRUST SERIES I
  
 By:  Richman American Credit Corp.,
 Manager
  
Dated:  June 26, 201520, 2016
/s/Brian Myers
 Brian Myers
 Chief Executive Officer
  
  
Dated:  June 26, 201520, 2016
/s/James Hussey
 James Hussey
 Chief 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/Brian Myers
Chief Executive Officer of the Manager
June 26, 201520, 2016
(Brian Myers)  
   
/s/James Hussey
Chief Financial Officer of the Manager
June 26, 201520, 2016
(James Hussey)  
   
/s/Richard Paul Richman
Sole Director of the Manager
June 26, 201520, 2016
(Richard Paul Richman)  

 
39
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