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EX-32.2 - SECTION 1350 CERTIFICATION OF CHIEF FINANCIAL OFFICER - AMERICAN TAX CREDIT TRUST SERIES Iexh32_2.htm
EX-32.1 - SECTION 1350 CERTIFICATION OF CHIEF EXECUTIVE OFFICER - AMERICAN TAX CREDIT TRUST SERIES Iexh32_1.htm
EX-31.2 - RULE 13A-14(A)/15D-14(A) CERTIFICATION OF CHIEF FINANCIAL OFFICER - AMERICAN TAX CREDIT TRUST SERIES Iexh31_2.htm
EX-31.1 - RULE 13A-14(A)/15D-14(A) CERTIFICATION OF CHIEF EXECUTIVE OFFICER - AMERICAN TAX CREDIT TRUST SERIES Iexh31_1.htm

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, 2017

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ______ to ____________

           0-24600         
(Commission File Number)

American Tax Credit Trust, a Delaware statutory business trust Series I
(Exact Name of Registrant as Specified in its Governing Instruments)
 
Delaware
06-6385350
 
(State or Other Jurisdiction of Organization)
(I.R.S. Employer Identification No.)
 
 
Richman American Credit Corp.
340 Pemberwick Road
Greenwich, Connecticut


 
 06831
 
(Address of Principal Executive Offices)
(Zip Code)
 
 
Registrant's Telephone Number, Including Area Code:
 
(203) 869-0900
 
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 (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     X   

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of "accelerated filer," "large accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer          Accelerated Filer             Non-Accelerated Filer __  Smaller Reporting Company     X   

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

Documents incorporated by reference:
Pages 11 through 21, 26 through 48 and 63 through 65 of Registrant's prospectus dated September 7, 1993, as supplemented by Supplement No. 1, Supplement No. 2, Supplement No. 3 and Supplement No. 4 dated September 7, 1993, November 16, 1993, November 23, 1994 and December 28, 1994, respectively, filed pursuant to Rule 424(b)(3) under the Securities Act of 1933, are incorporated by reference into Part I of this Annual Report.


PART I

Item 1.   Business.

General Development of Business and Narrative Description of Business

American Tax Credit Trust, a Delaware statutory business trust (the "Registrant"), was formed on February 4, 1993 to invest primarily in leveraged low-income multifamily residential complexes (the "Property" or "Properties") that 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"), through the acquisition of limited partner equity interests (the "Local Partnership 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"), the offering of up to 150,000 units of beneficial ownership interest (the "Units") at $1,000 per Unit to investors (the "Beneficial Owners") in one to twenty series (each a "Series"). This filing is presented for Series I only and as used herein, the term Registrant refers to Series I of the Trust. On November 29, 1993, January 28, 1994 and May 25, 1994 the closings for 8,460, 4,909 and 5,285 Units, respectively, took place, amounting to aggregate Beneficial Owners' capital contributions of $18,654,000.

Registrant's primary objective, 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 Year Credit Period"). The Ten Year Credit Period was fully exhausted with respect to all of the Properties as of December 31, 2006. The required holding period of each Property, in order to avoid Low-income 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 Use Provisions"). Note that the existence of Extended Use Provisions does not extend the Compliance Period of the respective Local Partnerships. However, such provisions may limit the number and availability of potential purchasers of the Properties. Accordingly, a sale of a Property may happen well after the expiration of the Compliance Period and/or may be significantly discounted.

Disposal of Local Partnership Interests

Registrant is in the process of disposing of its remaining Local Partnership Interests. As of June 26, 2017, Registrant owns one 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 General Partners") to commence a sale process to dispose of the Properties. In the event a sale of the Property cannot be consummated, it is the Manager's intention to sell or assign Registrant's Local Partnership Interest in Vision Limited Dividend Housing Association Limited Partnership ("Vision"), which has a 30 year Extended Use Provision.  It is not possible to ascertain the amount, if any, that Registrant will receive in connection with such sale or assignment. Registrant intends to dissolve after the final disposition of its Local Partnership Interest in Vision; there can be no assurance as to when such final disposition will occur.
2


Item 1.   Business (Continued).
 
Financial Information About Industry Segments

Registrant is engaged solely in the business of owning a Local Partnership Interest in each of the Local Partnerships. A presentation of information regarding industry segments is not applicable and would not be material to an understanding of Registrant's business taken as a whole. See Item 8 below - 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'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's business.

Vision is subject to restrictions on the amount of annual cash distributions to partners under the terms of its loan and regulatory agreements.  Registrant does not anticipate any future distributions from Vision.

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.

Item 1A.  Risk Factors.

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.

Item 1B.  Unresolved Staff Comments.

Not applicable.

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 from 1993 through 1995.  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, 2017, Registrant owns one 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.  In the event a sale of the Property cannot be consummated, it is the Manager's intention to sell or assign Registrant's 99% Local Partnership Interest in Vision, which has a 30 year Extended Use Provision (see discussion above in Item 1 - Business).  It is not possible to ascertain the amount, if any, that Registrant will receive in connection with such sale or assignment.  Registrant intends to dissolve after the final disposition of its Local Partnership Interest in Vision; there can be no assurance as to when such final disposition will occur.  In addition to amounts that remain outstanding under the terms of the debt structure of Vision, it has outstanding obligations to the Local General Partner of Vision and affiliates thereof for operating advances made over the years and for certain fees that were deferred.
3


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
   
2016
 
footnotes)
ACP Housing Associates, L.P. (3), (7)
ACP Housing Apartments
New York, New York
   


28
   
$
737,222
   
$
--
(3)


 
Creative Choice Homes VII, Ltd. (8)
Coral Gardens
Homestead, Florida
   


91
     


2,382,812
     


1,330,000
 


 
Edgewood Manor Associates, L.P.
   (2), (9)
Edgewood Manor Apartments
Philadelphia, Pennsylvania
   



49
     



2,053,799
     
--
(2)


 
Ledge/McLaren Limited Partnership
   (2), (4)
Ledge/McLaren Apartments
Nashua, New Hampshire
   



8
     



343,079
     
--
(2)


 
Penn Apartment Associates (2)
Penn Apartments
Chester, Pennsylvania
   


15
     


852,180
     
--
(2)
 
SB-92 Limited Partnership (2), (5)
Shaker Boulevard Gardens
Cleveland, Ohio
   


73
     


795,255
     
--
(2)


 
St Christopher's Associates, L.P. V
   (2), (9)
Lehigh Park
Philadelphia, Pennsylvania
   



29
     



2,081,877
     
--
(2)



 
St John Housing Associates, L.P.
   (3), (6)
St. John Homes
Gary, Indiana
   



144
     



3,546,861
     
--
(3)
 
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
     



4,806,502
 



(1)
           
$
14,837,956
   
$
6,136,502
   

(1)
The Local Partnership's debt structure includes a principal and interest payment subsidy.
   
(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, 2016 and 2015 in Note 5 to the accompanying financial statements.
4


Item 2.   Properties (Continued).

 
(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, 2016 in Note 5 to the accompanying financial statements.
   
(4)
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.
   
(5)
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.
   
(6)
Registrant assigned its Local Partnership Interest to an affiliate of the Local General Partner in January 2016.  The combined statement of operations of the Local Partnerships for the year ended December 31, 2016 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnership through the date of sale.
   
(7)
Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in July 2016.  The combined statement of operations of the Local Partnerships for the year ended December 31, 2016 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).
   
(8)
Registrant sold its Local Partnership Interest to an unaffiliated third party in June 2017 (see Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations, herein).
   
(9)
Capital contribution includes voluntary advances made to the Local Partnership.
 
Item 3.   Legal Proceedings.

None.

Item 4.   Mine Safety Disclosures.

Not applicable.
5

 
PART II

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

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 6, 2017 was approximately 691, 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 the 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

There were no cash distributions to the Beneficial Owners during the years ended March 30, 2017 and 2016.  As of June 26, 2017, Registrant owns one 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.  In the event a sale of the Property cannot be consummated, it is the Manager's intention to sell or assign Registrant's Local Partnership Interest in Vision.  It is not possible to ascertain the amount, if any, that Registrant will receive with respect to such sale or assignment. Registrant holds cash and liquid investments as of June 21, 2017, net of all liabilities as of such date, of approximately $1,730,000.  After the receipt of sales proceeds, if any, and deducting future expenses and reserves, the balance is expected to be distributed to the Manager and Beneficial Owners in the future. 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.

Recent Sales of Unregistered Securities

None.

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.
6


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

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

Capital Resources and Liquidity

Registrant admitted beneficial owners (the "Beneficial Owners") in three closings with aggregate Beneficial Owners' capital contributions of $18,654,000. In connection with the offering of the sale of units (the "Units") of beneficial ownership, Registrant incurred organization and offering costs of approximately $2,331,000 and established a working capital reserve of approximately $1,287,000. The remaining net proceeds of approximately $15,036,000 (the "Net Proceeds") were available to be applied to the acquisition of limited partner interests (the "Local Partnership Interest" or "Local Partnership Interests") in partnerships (the "Local Partnership" or "Local Partnerships") which own 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"). The Net Proceeds were utilized in acquiring a Local Partnership Interest in ten Local Partnerships. As of June 26, 2017, Registrant owns one of the ten Local Partnership Interests initially acquired, Vision Limited Dividend Housing Association Limited Partnership ("Vision"),

As of March 30, 2017, Registrant has cash and cash equivalents and investment in Pemberwick Fund, a short duration bond fund ("Pemberwick") totaling $1,337,504, which is available for operating expenses of Registrant and circumstances which may arise in connection with Vision. Future sources of Registrant funds are expected to be primarily from interest earned on working capital. In addition, although it is not possible to ascertain the amount, if any, that Registrant will receive with respect to Vision, Registrant may be entitled to sales proceeds in the event of a sale of either the Vision Property or Registrant's Local Partnership Interest in Vision.

During the year ended March 30, 2017, Registrant received cash from interest revenue, redemptions from Pemberwick, and proceeds from the sale of its interest in ACP Housing Associates, L.P. ("ACP Housing") (see discussion below under Local Partnership Matters), and utilized cash for operating expenses and investments in Pemberwick. Cash and cash equivalents and investment in Pemberwick increased, in the aggregate, by approximately $983,000 during the year ended March 30, 2017 (which includes an unrealized loss on investment in Pemberwick of approximately $5,000), primarily as the result of proceeds from the sale of Registrant's interest in ACP Housing of approximately $1,332,000 (see discussion below under Local Partnership Matters), partially offset by the payment of previously deferred management fees of $300,000 and recurring operating expenses.  Payable to manager and affiliates in the accompanying balance sheet as of March 30, 2017 represents deferred management fees.

Results of Operations

Registrant's operating results are dependent, in part, on the operating results of the Local Partnerships and are impacted by the Local Partnerships' policies. In addition, the operating results herein are not necessarily the same for tax reporting. Registrant accounts for its investment in local partnerships in accordance with the equity method of accounting. Accordingly, the investment is carried at cost and is adjusted for Registrant's share of each Local Partnership's results of operations and by cash distributions received. 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's investment balance in each Local Partnership. Equity in loss in excess of Registrant's investment balance in a Local Partnership is allocated to other partners' capital in any such Local Partnership. However, the combined statements of operations of the Local Partnerships reflected in Note 5 to Registrant's financial statements include the operating results of all Local Partnerships in which Registrant owned an interest during the periods, irrespective of Registrant'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. Accordingly, cumulative losses and cash distributions in excess of the investment are not necessarily indicative of adverse operating results of a Local Partnership.
7

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

Registrant's operations for the years ended March 30, 2017 and 2016 resulted in net income (loss) of $1,227,862 and $(541,227), respectively. The increase in net income is primarily attributable to (i) an increase in gain (loss) on sale of limited partner interests/local partnership properties of approximately $1,603,000, (ii) a decrease in management fees of approximately $48,000 and (iii) a decrease in equity in loss of investment in local partnerships of approximately $117,000, which is the result of Registrant's investment in local partnerships reaching a zero balance as of March 30, 2016 and there being no equity in income (loss) recognized during the year ended March 30, 2017.  Other comprehensive loss for the year ended March 30, 2017 resulted from an unrealized loss on investment in Pemberwick of $5,175.

The remaining Local Partnerships' net loss of approximately $134,000 for the year ended December 31, 2016 includes depreciation and amortization expense of approximately $563,000 and interest on non-mandatory debt of approximately $120,000, and does not include principal payments on permanent mortgages of approximately $210,000. The Local 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 results of operations of the Local Partnerships for the year ended December 31, 2016 are not indicative of the results that may be expected in future periods. Revenue and expense fluctuations from 2015 to 2016 have resulted from Registrant's sales of Local Partnership Interests.

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 Year Credit Period"). The Ten Year Credit Period was fully exhausted with respect to all of the Properties as of December 31, 2006. The required holding period of each Property, in order to avoid Low-income 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 Use 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, 2017, Registrant owns one 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 General Partners") to commence a sale process to dispose of the Properties. In the event a sale of the Property cannot be consummated, it is the Manager's intention to sell or assign Registrant's Local Partnership Interest in Vision. It is not possible to ascertain the amount, if any, that Registrant will receive in connection with such sale or assignment. Registrant intends to dissolve after the final disposition of its Local Partnership Interest in Vision; there can be no assurance as to when such final disposition will occur.

Vision owns a subsidized and leveraged low-income multifamily residential complex located in Detroit, Michigan. Vision's financing structure includes (i) required debt service payments and (ii) debt service payments which are payable only from available cash flow subject to the terms and conditions of the note. Registrant has no legal obligation to fund any operating deficits of Vision.

During the year ended March 30, 2017, Registrant sold its Local Partnership Interest in ACP Housing to an affiliate of the Local General Partner of ACP Housing; Registrant received $1,331,798 in connection with the sale. Such amount is reflected as 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, 2017.

In June 2017, Registrant sold its Local Partnership Interest in Creative Choice Homes VII, Ltd. to an unaffiliated third party.  Registrant received $900,000 in connection with the sale.
8


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

Inflation

Inflation is not expected to have a material adverse impact on Registrant'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

Registrant does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on Registrant'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

The accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), which requires Registrant to make certain estimates and assumptions. A summary of significant accounting policies is provided in Note 1 to the accompanying financial statements. The following section is a summary of certain aspects of those accounting policies that may require subjective or complex judgments and are most important to the portrayal of Registrant's financial condition and results of operations.  Registrant believes that there is a low probability that the use of different estimates or assumptions in making these judgments would result in materially different amounts being reported in the accompanying financial statements.

·
Registrant accounts for its investment in local partnerships in accordance with the equity method of accounting.
   
·
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") Accounting Standards Codification ("ASC") Topic 810; Subtopic 10, because Registrant is not considered the primary beneficiary. Registrant's balance in investment in local partnerships represents the maximum exposure to loss in connection with such investments. Registrant's exposure to loss on the Local Partnerships is mitigated by the condition and financial performance of the underlying Properties as well as the financial strength of the Local General Partners. In addition, the Local Partnerships' partnership agreements grant the Local General Partners the power to direct the activities that most significantly impact the Local 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.
 
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" statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Forward-looking statements may relate to, among other things, current expectations, forecasts of future events, future actions, future performance generally, business development activities, capital expenditures, strategies, the outcome of contingencies, future financial results, financing sources and availability and the effects of regulation and competition. Words such as "anticipate," "expect," "intend," "plan," "seek," "estimate" and other words and terms of similar meaning in connection with discussions of future operating or financial performance signify forward-looking statements. Registrant may also provide written forward-looking statements in other materials released to the public. Such statements are made in good faith by Registrant pursuant to the "Safe Harbor" provisions of the Reform Act.  Registrant undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Such forward-looking statements involve known risks, uncertainties and other factors that may cause Registrant's actual results of operations or actions to be materially different from future results of operations or actions expressed or implied by the forward-looking statements.

Item 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.
9

AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust
Series I


Item 8.  Financial Statements and Supplementary Data.
Table of Contents
 Page
   
Report of Independent Registered Public Accounting Firm
11
   
Balance Sheets
12
   
Statements of Operations and Comprehensive Income (Loss)
13
   
Statements of Changes in Owners' Equity (Deficit)
14
   
Statements of Cash Flows
15
   
Notes to Financial Statements
17


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.
10


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


 
To the Manager and Beneficial Owners
American Tax Credit Trust, a Delaware statutory business trust Series I

We have audited the accompanying balance sheets of American Tax Credit Trust, a Delaware statutory business trust Series I (the "Trust") as of March 30, 2017 and 2016, 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'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'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, 2017 and 2016 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, 2017
11

AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust Series I
BALANCE SHEETS
MARCH 30, 2017 AND 2016

 
             
   
2017
   
2016
 
             
ASSETS
           
             
Cash and cash equivalents
 
$
22,904
   
$
9,514
 
Investment in Pemberwick Fund - a short duration bond fund
   
1,314,600
     
345,488
 
                 
   
$
1,337,504
   
$
355,002
 
                 
LIABILITIES AND OWNERS' EQUITY (DEFICIT)
               
                 
Liabilities
               
                 
Accounts payable and accrued expenses
 
$
24,615
   
$
26,021
 
Payable to manager and affiliates
   
456,082
     
694,861
 
                 
     
480,697
     
720,882
 
                 
Commitments and contingencies
               
                 
Owners' equity (deficit)
               
                 
Manager
   
(157,271
)
   
(367,116
)
Beneficial owners (18,654 units of beneficial ownership interest outstanding)
   
1,018,017
         
Accumulated other comprehensive income (loss)
   
(3,939
)
   
1,236
 
                 
     
856,807
     
(365,880
)
                 
   
$
1,337,504
   
$
355,002
 
 

See Notes to Financial Statements.
12

AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust Series I
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
YEARS ENDED MARCH 30, 2017 AND 2016

 
   
2017
   
2016
 
             
REVENUE
           
             
Interest
 
$
12,290
   
$
3,388
 
Other income from local partnerships
           
13,562
 
                 
TOTAL REVENUE
   
12,290
     
16,950
 
                 
EXPENSES
               
                 
Management fee - affiliate
   
65,709
     
113,305
 
Professional fees
   
38,297
     
42,384
 
Printing, postage and other
   
12,220
     
13,956
 
                 
TOTAL EXPENSES
   
116,226
     
169,645
 
                 
LOSS PRIOR TO EQUITY IN LOSS OF INVESTMENT IN LOCAL PARTNERSHIPS AND GAIN (LOSS) ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES
   
(103,936
)
   
(152,695
)
                 
Equity in loss of investment in local partnerships
           
(116,987
)
                 
LOSS PRIOR TO GAIN (LOSS) ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES
   
(103,936
)
   
(269,682
)
                 
GAIN (LOSS) ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES
   
1,331,798
     
(271,545
)
                 
NET INCOME (LOSS)
   
1,227,862
     
(541,227
)
                 
Other comprehensive loss - Pemberwick Fund
   
(5,175
)
   
(810
)
                 
COMPREHENSIVE INCOME (LOSS)
 
$
1,222,687
   
$
(542,037
)
                 
NET INCOME (LOSS) ATTRIBUTABLE TO
               
                 
Manager
 
$
209,845
   
$
(204,974
)
Beneficial owners
   
1,018,017
     
(336,253
)
                 
   
$
1,227,862
   
$
(541,227
)
                 
NET INCOME (LOSS) per unit of beneficial ownership interest (18,654 units of beneficial ownership interest)
 
$
54.57
   
$
(18.03
)
 
See Notes to Financial Statements.
13

AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust Series I
STATEMENTS OF CHANGES IN OWNERS' EQUITY (DEFICIT)
YEARS ENDED MARCH 30, 2017 AND 2016

   



Manager
   


Beneficial
Owners
   
Accumulated
Other
Comprehensive
Income (Loss)
   



Total
 
                         
Owners' equity (deficit), March 30, 2015
 
$
(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
)
                                 
Net income
   
209,845
     
1,018,017
             
1,227,862
 
                                 
Other comprehensive loss - Pemberwick Fund
                   
(5,175
)
   
(5,175
)
                                 
Owners' equity (deficit), March 30, 2017
 
$
(157,271
)
 
$
1,018,017
   
$
(3,939
)
 
$
856,807
 
 
See Notes to Financial Statements.
14

AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust Series I
STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 30, 2017 AND 2016

 
   
2017
   
2016
 
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
             
Interest received
 
$
11,294
   
$
3,279
 
Cash paid for
               
Management fees
   
(304,488
)
   
(4,947
)
Professional fees
   
(42,848
)
   
(31,418
)
Printing, postage and other expenses
   
(9,075
)
   
(14,826
)
                 
Net cash used in operating activities
   
(345,117
)
   
(47,912
)
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
                 
Proceeds in connection with sale of limited partner interests/local partnership properties
   
1,331,798
     
7,250
 
Distributions received from local partnerships
           
13,562
 
Investments in Pemberwick Fund
   
(1,318,291
)
   
(3,272
)
Redemptions from Pemberwick Fund
   
345,000
     
21,000
 
                 
Net cash provided by investing activities
   
358,507
     
38,540
 
                 
Net increase (decrease) in cash and cash equivalents
   
13,390
     
(9,372
)
                 
Cash and cash equivalents at beginning of year
   
9,514
     
18,886
 
                 
CASH AND CASH EQUIVALENTS AT END OF YEAR
 
$
22,904
   
$
9,514
 
                 
SIGNIFICANT NONCASH INVESTING AND FINANCING ACTIVITIES
               
                 
Unrealized loss on investment in Pemberwick Fund
 
$
(5,175
)
 
$
(810
)
 
See reconciliation of net income (loss) to net cash used in operating activities on page 16.
 

See Notes to Financial Statements.
15

AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust Series I
STATEMENTS OF CASH FLOWS - CONTINUED
YEARS ENDED MARCH 30, 2017 AND 2016

 
   
2017
   
2016
 
             
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH USED IN OPERATING ACTIVITIES
           
             
Net income (loss)
 
$
1,227,862
   
$
(541,227
)
                 
Adjustments to reconcile net income (loss) to net cash used in operating activities
               
                 
Equity in loss of investment in local partnerships
           
116,987
 
Loss (gain) on sale of limited partner interests/local partnership properties
   
(1,331,798
)
   
271,545
 
Other income from local partnerships
           
(13,562
)
Gain on redemptions from Pemberwick Fund
   
(996
)
   
(109
)
Increase (decrease) in accounts payable and accrued expenses
   
(1,406
)
   
10,096
 
Increase (decrease) in payable to manager and affiliates
   
(238,779
)
   
108,358
 
                 
NET CASH USED IN OPERATING ACTIVITIES
 
$
(345,117
)
 
$
(47,912
)
 
See Notes to Financial Statements.
16

AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust Series I
NOTES TO FINANCIAL STATEMENTS
MARCH 30, 2017 AND 2016

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") 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"), through the acquisition of limited partner equity interests (the "Local Partnership 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's records are maintained on the accrual basis of accounting for both financial reporting and tax purposes. For financial reporting purposes, the Trust's fiscal year ends March 30 and its quarterly periods end June 29, September 29 and December 30. The Local Partnerships have a calendar year for financial reporting purposes.  The Trust and the Local Partnerships each have a calendar year for income tax purposes.

Investment in Local Partnerships

The Trust accounts for its investment in local partnerships in accordance with the equity method of accounting, under which the investment is carried at cost and is adjusted for the Trust's share of each Local Partnership's results of operations and by cash distributions received. Equity in loss of each investment in Local Partnership allocated to the Trust is recognized to the extent of the Trust's investment balance in each Local Partnership.  Equity in loss in excess of the Trust's investment balance in a Local Partnership is allocated to other partners' capital in any such Local Partnership. Previously unrecognized equity in loss of any Local Partnership is recognized in the fiscal year in which equity in income is earned by such Local Partnership or additional investment is made by the Trust. Distributions received subsequent to the elimination of an investment balance for any such investment in a Local Partnership are recorded as other income from local partnerships. 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 assessed the carrying value (the "Carrying Value") of its investment in local partnerships at least annually in the fourth quarter of its fiscal year or whenever there were indications that a permanent impairment may have occurred. If the Carrying Value of an investment in a Local Partnership exceeded the estimated value derived by management, the Trust reduced its investment in any such Local Partnership (unless the impairment was considered to be temporary) and included such reduction in equity in income (loss) of investment in local partnerships. Impairment was 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") Accounting Standards Codification ("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 General Partners"). In addition, the Local Partnerships' partnership agreements grant the Local General Partners the power to direct the activities that most significantly impact the Local Partnerships' economic success. As described above herein Note 1, the Trust's investment in local partnerships reached a zero balance during the year ended March 30, 2016.
17

AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust Series I
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 30, 2017 AND 2016

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

Advances and additional capital contributions (collectively the "Advances") that are not required under the terms of the Local Partnerships' partnership agreements but which are made to the Local Partnerships are recorded as investment in local partnerships. Certain Advances are considered by the Trust to be voluntary loans to the respective Local Partnerships and the Trust may be reimbursed at a future date to the extent such Local Partnerships generate distributable cash flow or receive proceeds from sale or refinancing.

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'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"), 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'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") 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 2012 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") 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.
18

AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust Series I
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 30, 2017 AND 2016

2.
Capital Contributions

On September 13, 1993, the Trust commenced the offering of Units through Merrill Lynch, Pierce, Fenner & Smith Incorporated and PaineWebber Incorporated (the "Selling Agents"). On November 29, 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' 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 for the year ended March 30, 2016 was allocated 99% to the Beneficial Owners and 1% to the Manager in accordance with the Trust Agreement until such time as the Beneficial Owners' capital reached zero as a result of loss allocations, after which excess losses were allocated to the Manager.  Net income for the year ended March 30, 2017 was allocated 100% to the Manager until the allocation agreed to the excess losses allocated to the Manager for the year ended March 30, 2016; the remainder was allocated 99% to the Beneficial Owners and 1% to the Manager.

3.
Cash and Cash Equivalents

As of March 30, 2017, the Trust has cash and cash equivalents of $22,904, 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"). The entire amount is FDIC insured as of March 30, 2017.

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") will select investments so that 95% of Pemberwick's assets will be rated "A-" or better by a nationally recognized statistical rating organization ("NRSRO") such as Moody's Investor Services, Inc. ("Moody's") and/or by Standard & Poor's Financial Services, LLC ("S&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.

The weighted average duration of Pemberwick's assets is approximately 1.91 years as of March 30, 2017. Redemptions from Pemberwick are immediately liquid and unrestricted. Pemberwick's net asset value ("NAV") is $10.03 and $10.04 per share as of March 30, 2017 and 2016, respectively. The Trust's investment in Pemberwick as of March 30, 2017 and 2016 is $1,314,600 and $345,488, respectively. An unrealized loss of $3,939 as of March 30, 2017 is reflected as accumulated other comprehensive loss in the accompanying balance sheet as of March 30, 2017. The Trust has earned $68,954 of interest revenue from the date of its initial investment in Pemberwick through March 30, 2017. The fair value of the Trust'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's NAV was $10.03 as of May 31, 2017.

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 through December 5, 2016. Such fee was reduced to 0.25% as of December 6, 2016. 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 all fees fee earned in excess of 0.15% since Pemberwick's inception and earned $1,837 and $524 in connection with the Trust's investment in Pemberwick for the years ended March 30, 2017 and 2016, respectively, enough to cover its direct costs. The Advisor's asset management affiliate, Richman Asset Management, Inc. ("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.
19

AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust Series I
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 30, 2017 AND 2016

5.
Investment in Local Partnerships

The Trust initially acquired a Local Partnership Interest in ten Local Partnerships. As of March 30, 2017, the Trust owns a 99% Local Partnership Interest in Creative Choice Homes VII, Ltd. ("Creative Choice") and Vision Limited Dividend Housing Association Limited Partnership ("Vision").  See discussion below herein Note 5 regarding the Trust's sale of its Local Partnership Interest in Creative Choice subsequent to March 30, 2017.

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, 2017 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.

Vision owns a 97 unit subsidized and leveraged low-income multifamily residential complex located in Detroit, Michigan. 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 Periods of all the Local Partnerships expired in a prior year. The rents of the Properties are subject to specific laws, regulations and agreements with federal and state agencies. As of December 31, 2016, the remaining Local Partnerships have outstanding mortgage loans payable, net of unamortized debt issuance costs, totaling approximately $6,137,000 and accrued interest payable on such loans totaling approximately $2,076,000, which are secured by security interests and liens common to mortgage loans on the remaining Local Partnerships' real property and other assets.

During the year ended March 30, 2017, the Trust sold its Local Partnership Interest in ACP Housing Associates, L.P. ("ACP Housing") to an affiliate of the Local General Partner of ACP Housing; the Trust received $1,331,798 in connection with the sale. Such amount is reflected as 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, 2017.

During the year ended March 30, 2016, the Trust sold its Local Partnership Interest in Ledge/McLaren Limited Partnership ("Ledge/McLaren") to an affiliate of the Local General Partner of Ledge/McLaren; the Trust 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) 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 Ledge/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.

20

AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust Series I
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 30, 2017 AND 2016

5.
Investment in Local Partnerships (Continued)

For the year ended March 30, 2016, the investment in local partnerships activity consists of the following:

Investment in local partnerships as of March 30, 2015
 
$
395,782
 
         
Distributions from Local Partnerships
   
(13,562
)
         
Distributions classified as other income
   
13,562
 
         
Equity in loss of investment in local partnerships
   
(116,987
)
         
Write-off of remaining investment balance in St. John Housing
   
(278,795
)
         
Investment in local partnerships as of March 30, 2016
 
$
--
 

The equity in loss recognized by the Trust in connection with St. John Housing represents more than 20% of the Trust's net loss for the year ended March 30, 2016. The following financial information represents certain balance sheet and operating statement data of St. John Housing as of and for the year ended December 31, 2015:

Total assets
 
$
5,137,079
 
         
Total liabilities
 
$
2,667,378
 
         
Revenue
 
$
1,227,965
 
         
Net loss
 
$
(118,169
)

Equity in loss of investment in local partnerships is limited to the Trust'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 $180,177 and $244,924 for the years ended December 31, 2016 and 2015, respectively, as reflected in the combined statements of operations of the Local Partnerships herein Note 5.

The difference between the Trust's investment in local partnerships as of March 30, 2017 and the amount reflected as the Trust's investment balance in the combined balance sheet of the Local Partnerships as of December 31, 2016 herein Note 5 represents cumulative Carrying Value adjustments made by the Trust (see Note 1). The difference between the Trust's investment in local partnerships as of March 30, 2016 and the amount reflected as the Trust's investment balance in the combined balance sheet of the Local Partnerships as of December 31, 2015 herein Note 5 represents cumulative Carrying Value adjustments made by the Trust in the amount of $2,701,800 and 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).
 
In June 2017, the Trust sold its Local Partnership Interest in Creative Choice to an unaffiliated third party.  The Trust received $900,000 in connection with the sale.

The combined balance sheets of the Local Partnerships as of December 31, 2016 and 2015 and the combined statements of operations of the Local Partnerships for the years then ended are reflected on pages 22 and 23, respectively. The combined balance sheets of the Local Partnerships as of December 31, 2016 and 2015 do not include any balances in connection with the Local Partnerships in which the Trust 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).
21

AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust Series I
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 30, 2017 AND 2016

5.
Investment in Local Partnerships (Continued)

The combined balance sheets of the Local Partnerships as of December 31, 2016 and 2015 are as follows:

   
2016
   
2015
 
             
ASSETS
           
             
Cash and cash equivalents
 
$
179,344
   
$
1,940,725
 
Rents receivable
   
28,960
     
53,657
 
Escrow deposits and reserves
   
1,296,653
     
1,194,380
 
Land
   
179,799
     
768,599
 
Buildings and improvements (net of accumulated depreciation of $7,820,447 and $13,529,112)
   
6,037,801
     
10,683,023
 
Intangible assets (net of accumulated amortization of $0 and $127,547)
   
--
     
116,438
 
Other assets
   
105,387
     
194,842
 
                 
   
$
7,827,944
   
$
14,951,664
 
                 
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
               
                 
Liabilities
               
                 
Accounts payable and accrued expenses
 
$
39,284
   
$
314,872
 
Due to related parties
   
861,622
     
1,182,001
 
Mortgage loans
   
6,136,502
     
10,061,371
 
Notes payable
   
100,000
     
100,000
 
Accrued interest
   
2,075,697
     
1,981,767
 
Other liabilities
   
53,034
     
99,549
 
                 
     
9,266,139
     
13,739,560
 
                 
Partners' equity (deficit)
               
                 
American Tax Credit Trust, Series I
               
Capital contributions, net of distributions
   
3,775,145
     
6,817,784
 
Cumulative loss
   
(3,273,345
)
   
(3,837,189
)
                 
     
501,800
     
2,980,595
 
                 
General partners and other limited partners
               
Capital contributions, net of distributions
   
(5,897
)
   
164,176
 
Cumulative loss
   
(1,934,098
)
   
(1,932,667
)
                 
     
(1,939,995
)
   
(1,768,491
)
                 
     
(1,438,195
)
   
1,212,104
 
                 
   
$
7,827,944
   
$
14,951,664
 
22

AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust Series I
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 30, 2017 AND 2016

5.
Investment in Local Partnerships (Continued)

The combined statements of operations of the Local Partnerships for the years ended December 31, 2016 and 2015 are as follows:

   
2016
   
2015
 
             
REVENUE
           
             
Rental
 
$
2,227,795
   
$
4,381,625
 
Interest and other
   
121,318
     
102,611
 
                 
TOTAL REVENUE
   
2,349,113
     
4,484,236
 
                 
EXPENSES
               
                 
Administrative
   
279,499
     
616,161
 
Payroll
   
303,714
     
740,136
 
Utilities
   
409,131
     
696,193
 
Operating and maintenance
   
473,314
     
750,765
 
Taxes and insurance
   
196,083
     
440,622
 
Financial
   
258,378
     
512,515
 
Depreciation and amortization
   
563,241
     
972,702
 
                 
TOTAL EXPENSES
   
2,483,360
     
4,729,094
 
                 
NET LOSS
 
$
(134,247
)
 
$
(244,858
)
                 
                 
NET LOSS ATTRIBUTABLE TO
               
                 
American Tax Credit Trust, Series I
 
$
--
   
$
(116,987
)
General partners and other limited partners (includes $180,177 and $244,924 of Trust losses in excess of investment and specially allocated income of $47,273 and $119,503)
   
(134,247
)
   
(127,871
)
                 
   
$
(134,247
)
 
$
(244,858
)

23

AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust Series I
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 30, 2017 AND 2016

6.
Transactions with Manager and Affiliates

Pursuant to the terms of the Trust Agreement, the Trust incurs an annual management fee (the "Management Fee") payable to the Manager for its services in connection with the management of the affairs of the Trust. The annual Management Fee is equal to 0.5% of Invested Assets (as such term is defined in the Trust Agreement). The Trust incurred Management Fees of $65,709 and $113,305 for the years ended March 30, 2017 and 2016, respectively. Unpaid Management Fees in the amount of $456,082 and $694,861 are reflected as payable to manager and affiliates in the accompanying balance sheets as of March 30, 2017 and 2016, respectively.

7.
Taxable Income

A reconciliation of the financial statement net income (loss) of the Trust for the years ended March 30, 2017 and 2016 to the tax return income for the years ended December 31, 2016 and 2015 is as follows:

   
2017
   
2016
 
             
Financial statement net income (loss) for the years ended March 30, 2017 and 2016
 
$
1,227,862
   
$
(541,227
)
                 
Add (less) net transactions occurring between
               
January 1, 2015 and March 30, 2015
   
--
     
(46,752
)
    January 1, 2016 and March 30, 2016
   
(306,378
)
   
306,378
 
    January 1, 2017 and March 30, 2017
   
21,683
     
--
 
                 
Adjusted financial statement net income (loss) for the years ended December 31, 2016 and 2015
   
943,167
     
(281,601
)
                 
Management Fees deductible for tax purposes when paid
   
63,326
     
123,537
 
                 
Equity in loss of investment in local partnerships
   
(110,243
)
   
(224,196
)
                 
Gain (loss) on sale of limited partner interests/local partnership properties
   
(147,589
)
   
1,014,482
 
                 
Other income from local partnerships
   
--
     
(13,562
)
                 
Other differences
   
124
     
--
 
                 
Tax return income for the years ended December 31, 2016 and 2015
 
$
748,785
   
$
618,660
 

The differences between investment in local partnerships for financial reporting and tax purposes as of December 31, 2016 and 2015 are as follows:

   
2016
   
2015
 
             
Investment in local partnerships - financial reporting
 
$
--
   
$
--
 
Investment in local partnerships - tax
   
(747,378
)
   
(215,752
)
                 
   
$
747,378
   
$
215,752
 

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.
24

AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust Series I
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 30, 2017 AND 2016

8.
Fair Value of Financial Instruments

The estimated fair value amounts have been determined using available market information, assumptions, estimates and valuation methodologies.

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's NAV is calculated and published daily (see Note 4).

Investment in local partnerships

The Trust assessed the carrying value of its investment in local partnerships at least annually in the fourth quarter of its fiscal year or whenever there were indications that a permanent impairment may have occurred (see Note 1). If the Carrying Value of an investment in a Local Partnership exceeded the estimated value derived by management, the Partnership reduced its investment in any such Local Partnership (unless the impairment was considered to be temporary) and included such reduction in equity in income (loss) of investment in local partnerships. Impairment was measured by comparing the investment carrying amount to the estimated residual value of the investment. Although the investment in local partnerships is carried at zero as of March 30, 2017, the Trust was able to negotiate a sale of its Local Partnership Interest in Creative Choice in June 2017 (see Note 5).  Although the investment in local partnerships is carried at zero as of March 30, 2016, the Trust was able to negotiate a sale of its Local Partnership Interest in ACP Housing during the year ended March 30, 2017 (see Note 5).
25

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

None.

Item 9A.   Controls and Procedures.

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed by Registrant in reports that Registrant files or submits under the Exchange Act is recorded, processed, summarized and timely reported as provided in SEC rules and forms. Registrant periodically reviews the design and effectiveness of its disclosure controls and procedures, including compliance with various laws and regulations that apply to its operations. Registrant makes modifications to improve the design and effectiveness of its disclosure controls and procedures, and may take other corrective action, if its reviews identify a need for such modifications or actions. In designing and evaluating the disclosure controls and procedures, Registrant recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
 
Registrant has carried out an evaluation, under the supervision and the participation of its management, including the Chief Executive Officer and Chief Financial Officer of the Manager, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), as of the year ended March 30, 2017. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer of the Manager concluded that Registrant's disclosure controls and procedures were effective as of March 30, 2017.

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's internal control over financial reporting was effective as of March 30, 2017.
 
This Annual Report does not include an attestation report of Registrant's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by Registrant's independent registered public accounting firm pursuant to rules of the SEC that permit Registrant to provide only management's report in this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There were no changes in Registrant's internal control over financial reporting during the three months ended March 30, 2017 that have materially affected, or are reasonably likely to materially affect, Registrant's internal control over financial reporting.

Item 9B.   Other Information.

None.
26


PART III

Item 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 Richman
May 10, 1993
Director
Brian Myers
June 19, 2015
President
James Hussey
January 20, 2009
Vice President and Treasurer
Gina K. Dodge
May 10, 1993
Vice President and Secretary
Charles L. Krafnick
February 1, 2003
Assistant Treasurer

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

Richard Paul Richman, age 69, 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 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 53, is the President of the Manager and the President of Richman Asset Management, Inc. ("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 partnership management operations of RAM in connection with Registrant's investment in the Local Partnerships.

James Hussey, age 56, 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 asset management and finance operations of RAM.

Gina K. Dodge, age 61, 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 55, 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 an Assistant Treasurer of RAM.  Mr. Krafnick's responsibilities in connection with RAM include various finance and asset 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"). 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.
27

 
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, 2017 and 2016. During the years ended March 30, 2017 and 2016, 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 Matters.

Two affiliates of Everest Properties, Inc., having the mailing address 199 S. Los Robles Avenue, Suite 200, Pasadena, California 91101, together own 2,214 Units, representing approximately 11.87% of all such Units. Warren Heller, having the mailing address 515 W. Buckeye Road, Suite 104, Phoenix, Arizona 85003, owns 1,325 Units, representing approximately 7.10% 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 6, 2017, 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, 2018.

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, 2017 and 2016.
28

 
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's independent registered public accounting firm billed Registrant the following fees for professional services rendered for the years ended March 30, 2017 and 2016:

   
2017
   
2016
 
             
Audit Fees
 
$
21,000
   
$
21,000
 
Audit-Related Fees
   
--
     
--
 
Tax Fees
 
$
6,750
   
$
6,250
 
All Other Fees
   
--
     
--
 

Audit fees consist of fees for the annual audit and review of Registrant'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 2017 and 2016.

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 2017 and 2016 principal accountant fees and services.
29

 
PART IV

Item 15.  Exhibits and Financial Statement Schedules.

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

(1)  Financial Statements.

See Item 8 - Financial Statements and Supplementary Data.

(2)  Financial Statement Schedules.

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

(3)  Exhibits.

     
Incorporated by
 
Exhibit
 
  Reference to  
4.1
Fourth Amended and Restated Agreement of Trust of Registrant
 
Appendix A to Registrant's Prospectus
filed September 21, 1993
(File No. 33-58032)
       
10.1
Credit Agreement dated as of December 27, 1993 between Trust and Citibank N.A.
 
Exhibit 10.1 to Form 10-Q Report
for the period ended December 30, 1993
(File No. 33-58032)
       
10.2
Security and Pledge Agreement dated as of December 27, 1993 between Trust and Citibank N.A.
 
Exhibit 10.2 to Form 10-Q Report
for the period ended December 30, 1993
(File No. 33-58032)
       
10.3
Cash Collateral Agreement dated as of December 27, 1993 between Trust and Citibank N.A.
 
Exhibit 10.3 to Form 10-Q Report
for the period ended December 30, 1993
(File No. 33-58032)
       
10.4
Promissory Note dated December 27, 1993 from Trust to Citibank N.A.
 
Exhibit 10.4 to Form 10-Q Report
for the period ended December 30, 1993
(File No. 33-58032)
       
10.5
Tri-Party Agreement dated as of December 27, 1993 between Trust, Citibank N.A. and United States Trust Company of New York
 
Exhibit 10.5 to Form 10-Q Report
for the period ended December 30, 1993
(File No. 33-58032)
       
10.6
ACP Housing Associates, L.P. Amended and Restated Agreement of Limited Partnership
 
Exhibit 10.1 to Form 10-Q Report
for the period ended September 29, 1995
(File No. 0-24600)
       
10.7
Creative Choice Homes VII, Ltd. Amended and Restated Agreement of Limited Partnership
 
Exhibit 10.1 to Form 10-Q Report
for the period ended December 30, 1994
(File No. 0-24600)
       
10.8
Edgewood Manor Associates, L.P. Amended and Restated Agreement of Limited Partnership
 
Exhibit 10.6 to Form 10-K Report
for the year ended March 30, 1994
(File No. 33-58032)
       
10.9
Ledge / McLaren Limited Partnership Amended and Restated Agreement of Limited Partnership
 
Exhibit 10.2 to Form 10-Q Report
for the period ended December 30, 1994
(File No. 0-24600)
       
10.10
Penn Apartment Associates Amended and Restated Agreement of Limited Partnership
 
Exhibit 10.7 to Form 10-K Report
for the year ended March 30, 1994
(File No. 33-58032)

30

     
Incorporated by
 
Exhibit
 
  Reference to  
       
10.11
First Amendment to Penn Apartment Associates Amended and Restated Agreement of Limited Partnership
 
Exhibit 10.8 to Form 10-K Report
for the year ended March 30, 1994
(File No. 33-58032)
       
10.12
Second Amendment to Penn Apartment Associates Amended and Restated Agreement of Limited Partnership
 
Exhibit 10.9 to Form 10-K Report
for the year ended March 30, 1994
(File No. 33-58032)
       
10.13
SB-92 Limited Partnership Amended and Restated Agreement of Limited Partnership
 
Exhibit 10.6 to Form 10-Q Report
for the period ended December 30, 1993
(File No. 33-58032)
       
10.14
St. Christopher's Associates, L.P. V Amended and Restated Agreement of Limited Partnership
 
Exhibit 10.1 to Form 10-Q Report
for the period ended June 29, 1994
(File No. 33-58032)
       
10.15
St. John Housing Associates, L.P. Amended and Restated Agreement of Limited Partnership
 
Exhibit 10.7 to Form 10-Q Report
for the period ended December 30, 1993
(File No. 33-58032)
       
10.16
Starved Rock - LaSalle Manor Limited Partnership Amended and Restated Agreement of Limited Partnership
 
Exhibit 10.2 to Form 10-Q Report
for the period ended September 29, 1995
(File No. 0-24600)
       
10.17
Vision Limited Dividend Housing Association Limited Partnership Amended and Restated Agreement of Limited Partnership
 
Exhibit 10.3 to Form 10-Q Report
for the period ended December 30, 1994
(File No. 0-24600)
       
*31.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
   
       
*31.2
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
   
       
*32.1
Section 1350 Certification of Chief Executive Officer
   
       
*32.2
Section 1350 Certification of Chief Financial
Officer
   
       
99.1
Pages 11 through 21 of Prospectus of Registrant dated September 7, 1993 filed pursuant to Rule 424 (b)(3) under the Securities Act of 1933
 
Exhibit 99.1 to Form 10-K Report
for the year ended March 30, 2009
(File No. 0-24600)
       
99.2
Pages 26 through 48 of Prospectus of Registrant dated September 7, 1993 filed pursuant to Rule 424 (b)(3) under the Securities Act of 1933
 
Exhibit 99.2 to Form 10-K Report
for the year ended March 30, 2009
(File No. 0-24600)
       
99.3
Pages 63 through 65 of Prospectus of Registrant dated September 7, 1993 filed pursuant to Rule 424 (b)(3) under the Securities Act of 1933
 
Exhibit 99.3 to Form 10-K Report
for the year ended March 30, 2009
(File No. 0-24600)
       
99.4
Supplement No. 2 dated November 16, 1993 to Prospectus of Registrant dated September 7, 1993 filed pursuant to Rule 424 (b)(3) under the Securities Act of 1933
 
Exhibit 99.4 to Form 10-K Report
for the year ended March 30, 2009
(File No. 0-24600)
       
99.5
Supplement No. 3 dated November 23, 1994 to Prospectus of Registrant dated September 7, 1993 filed pursuant to Rule 424 (b)(3) under the Securities Act of 1933
 
Exhibit 99.5 to Form 10-K Report
for the year ended March 30, 2009
(File No. 0-24600)

31

     
Incorporated by
 
Exhibit
 
  Reference to  
       
99.6
Supplement No. 4 dated December 28, 1994 to Prospectus of Registrant dated September 7, 1993 filed pursuant to Rule 424 (b)(3) under the Securities Act of 1933
 
Exhibit 99.6 to Form 10-K Report
for the year ended March 30, 2009
(File No. 0-24600)
       
99.7
Independent Auditor's Report of ACP Housing Associates, L.P. as of and for the year ended December 31, 2004
 
Exhibit 99.10 to Form 10-K Report
for the year ended March 30, 2005
(File No. 0-24600)
       
99.8
Independent Auditors' Report of Creative Choice Homes VII, Ltd. as of and for the year ended December 31, 2004
 
Exhibit 99.11 to Form 10-K Report
for the year ended March 30, 2005
(File No. 0-24600)
       
99.9
Report of Independent Registered Public Accounting Firm of Vision L.D.H.A. Limited Partnership as of and for the year ended December 31, 2004
 
Exhibit 99.12 to Form 10-K Report
for the year ended March 30, 2005
(File No. 0-24600)
       
99.10
Report of Independent Registered Public Accounting Firm of Vision L.D.H.A. Limited Partnership as of and for the year ended December 31, 2005
 
Exhibit 99.8 to Form 10-K Report
for the year ended March 30, 2006
(File No. 0-24600)
       
99.11
Audited Financial Statements of Creative Choice Homes VII, Ltd. as of and for the year ended December 31, 2005
 
Exhibit 99.9 to Form 10-K Report
for the year ended March 30, 2006
(File No. 0-24600)
       
99.12
Audited Financial Statements of St. John Housing Associates Limited Partnership as of and for the year ended December 31, 2005
 
Exhibit 99.10 to Form 10-K Report
for the year ended March 30, 2006
(File No. 0-24600)
       
99.13
Independent Auditors' Report of Ledge/McLaren Limited Partnership as of and for the year ended December 31, 2006
 
Exhibit 99.11 to Form 10-K Report
for the year ended March 30, 2007
(File No. 0-24600)
       
99.14
Audited Financial Statements of St. John Housing Associates Limited Partnership as of and for the year ended December 31, 2006
 
Exhibit 99.12 to Form 10-K Report
for the year ended March 30, 2007
(File No. 0-24600)
       
99.15
Audited Financial Statements of Vision L.D.H.A. Limited Partnership as of and for the year ended December 31, 2006
 
Exhibit 99.13 to Form 10-K Report
for the year ended March 30, 2007
(File No. 0-24600)
       
99.16
Deferred Fee Agreement between Registrant, the Manager and ML Fund Administrators Inc.
 
Exhibit 99.16 to Form 10-K Report
for the year ended March 30, 2009
(File No. 0-24600)
       
**101 INS
XBRL Instance Document
   
       
**101 SCH
XBRL Schema Document
   
       
**101 CAL
XBRL Calculation Linkbase Document
   
       
**101 DEF
XBRL Definition Linkbase Document
   
       
**101 LAB
XBRL Labels Linkbase Document
   
 
32

 
     
Incorporated by
 
Exhibit
 
  Reference to  
       
**101 PRE
XBRL Presentation Linkbase Document
   
       
**101
Financial Statements from the Annual Report on Form 10-K of the Registrant for the year ended March 30, 2017, formatted in Extensible Business Reporting Language ("XBRL"); (i) Balance Sheets as of March 30, 2017 and 2016; (ii) Statements of Operations and Comprehensive Income (Loss) for the years ended March 30, 2017 and 2016; (iii) Statements of Changes in Owners' Equity (Deficit) for the years ended March 30, 2017 and 2016; and (iv) Statements of Cash Flows for the years ended March 30, 2017 and 2016
   

 *Filed herewith.

**Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to 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.

See (a)(2) above.

Item 16.  Form 10-K Summary.

None.
33


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, 2017
/s/Brian Myers
 
Brian Myers
 
Chief Executive Officer
   
   
Dated:  June 26, 2017
/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, 2017
(Brian Myers)
   
     
/s/James Hussey 
Chief Financial Officer of the Manager
June 26, 2017
(James Hussey)
   
     
/s/Richard Paul Richman 
Sole Director of the Manager
June 26, 2017
(Richard Paul Richman)
   
 
 
 
34