UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~December~~June 3029, ~~2015~~2016

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to ____________

Commission File Number: 0-18405

American Tax Credit Properties II L.P.

(Exact Name of Registrant as Specified in its Charter)

Delaware	13-3495678
(State or Other Jurisdiction of Organization)	(I.R.S. Employer Incorporation or Identification No.)


Richman Tax Credit Properties II L.P.
340 Pemberwick Road
Greenwich, Connecticut	06831
(Address of Principal Executive Offices)	(Zip Code)

Registrant's Telephone Number, Including Area Code: (203) 869-0900

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

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes X No

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

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

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

AMERICAN TAX CREDIT PROPERTIES II L.P.

PART I - FINANCIAL INFORMATION

Table of Contents

		Page
Item 1.	Financial Statements.
~~Balance Sheets~~	Balance Sheets	3
~~Statements of Operations and Comprehensive Income (Loss)~~	Statements of Operations and Comprehensive Income (Loss)	4
~~Statements of Cash Flows~~	Statements of Cash Flows	5
~~Notes to Financial Statements~~	Notes to Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	9
Item 3.	Quantitative and Qualitative Disclosure About Market Risk.	1211
Item 4.	Controls and Procedures.	1211

AMERICAN TAX CREDIT PROPERTIES II L.P.

BALANCE SHEETS

(UNAUDITED)

	December 30,			March 30,
	June 29,			March 30,
	2015			2015
	2016			2016
ASSETS
Cash and liquid investments
Cash and cash equivalents	$	~~316~~367,~~417~~300		$	~~265~~560,~~061~~502
Investment in Pemberwick Fund - a short duration bond fund		3,~~444~~482,~~960~~878			63,~~884~~463,~~812~~931
Total cash and liquid investments		3,~~761~~850,~~377~~178			74,~~149~~024,~~873~~433
Due from local partnerships		254,653			869,404
Prepaid expenses		29,193
	$	43,~~016~~879,~~030~~371		$	84,~~019~~024,~~277~~433
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses	$	4810,~~866~~938		$	52124,~~134~~543
Payable to general partner and affiliates		1028,~~655~~989			3319,~~951~~823
		59,521			86,085
		39,927			144,366
Commitments and contingencies
Partners' equity (deficit)
General partner		(~~453~~454,~~098~~476	)		(~~413~~453,~~498~~966	)
Limited partners (55,746 units of limited partnership interest outstanding)		4,~~420~~284,~~606~~221			84,~~341~~334,~~026~~699
Accumulated other comprehensive income (loss)		~~(10~~9,~~999~~699	)		~~5,664~~(666	)
		3,956,509			7,933,192
		3,839,444			3,880,067
	$	43,~~016~~879,~~030~~371		$	84,~~019~~024,~~277~~433

See Notes to Financial Statements.

AMERICAN TAX CREDIT PROPERTIES II L.P.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

THREE ~~AND~~MONTHS ~~NINE MONTH PERIODS~~ ENDED ~~DECEMBER~~JUNE 3029, ~~2015~~2016 AND ~~2014~~2015

(UNAUDITED)

	Three Months			Nine Months			Three Months			Nine Months
	2016			2015
	Ended			Ended			Ended			Ended
REVENUE
	December 30, 2015			December 30, 2015			December 30, 2014			December 30, 2014
Interest	$	8,830		$	14,963
REVENUE
TOTAL REVENUE		8,830			14,963
Interest	$	6,563		$	27,596		$	8,460		$	55,407
EXPENSES
Other income from local partnerships								23,346			23,346
Administration fees		6,319			11,428
TOTAL REVENUE		6,563			27,596			31,806			78,753
Management fees		6,319			11,428
EXPENSES
Professional fees		11,137			12,545
Administration fees		8,213			31,069			18,564			64,946
State of New Jersey filing fee		29,193			13,053
Management fees		8,213			31,069			18,564			64,946
Printing, postage and other		6,850			6,959
Professional fees		26,106			52,375			14,257			40,413
TOTAL EXPENSES		59,818			55,413
State of New Jersey filing fee		13,054			39,161			11,709			35,126
NET LOSS		(50,988	)		(40,450	)
Printing, postage and other		5,295			19,913			16,526			32,585
Reclassification of unrealized gain on investment in Pemberwick Fund					(3,492	)
TOTAL EXPENSES		60,881			173,587			79,620			238,016
Other comprehensive income (loss) - Pemberwick Fund		10,365			(5,256	)
LOSS PRIOR TO GAIN ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES		(54,318	)		(145,991	)		(47,814	)		(159,263	)
OTHER COMPREHENSIVE INCOME (LOSS)		10,365			(8,748	)
GAIN ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES		409,153			409,153			3,600,534			3,592,990
COMPREHENSIVE LOSS	$	(40,623	)	$	(49,198	)
NET INCOME		354,835			263,162			3,552,720			3,433,727
NET LOSS ATTRIBUTABLE TO
Reclassification of unrealized gain on investment in Pemberwick Fund					(3,492	)					(20,759	)
General partner	$	(510	)	$	(405	)
Other comprehensive loss - Pemberwick Fund		(7,916	)		(13,171	)		(13,850	)		(7,639	)
Limited partners		(50,478	)		(40,045	)
OTHER COMPREHENSIVE LOSS		(7,916	)		(16,663	)		(13,850	)		(28,398	)
	$	(50,988	)	$	(40,450	)
COMPREHENSIVE INCOME	$	346,919		$	246,499		$	3,538,870		$	3,405,329
NET LOSS per unit of limited partnership interest (55,746 units of limited partnership interest)	$	(.91	)	$	(.72	)
NET INCOME ATTRIBUTABLE TO
General partner	$	3,549		$	2,632		$	35,527		$	34,337
Limited partners		351,286			260,530			3,517,193			3,399,390
	$	354,835		$	263,162		$	3,552,720		$	3,433,727
NET INCOME per unit of limited partnership interest (55,746 units of limited partnership interest)	$	6.30		$	4.67		$	63.09		$	60.98

See Notes to Financial Statements.

AMERICAN TAX CREDIT PROPERTIES II L.P.

STATEMENTS OF CASH FLOWS

~~NINE~~THREE MONTHS ENDED ~~DECEMBER~~JUNE 3029, ~~2015~~2016 AND ~~2014~~2015

(UNAUDITED)

	2015			2014
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received	$	198,~~883~~830		$	327,~~049~~251
Cash paid for
Administration fees		(423,~~934~~472	)		(662,~~462~~326	)
Management fees		(42,500	)		(74,000	)
Professional fees		(34,077	)		(2,797	)
Professional fees		(37,503	)		(48,450	)
State of New Jersey filing fee		(149,051	)		(54,904	)
State of New Jersey filing fee		(54,904	)		(45,266	)
Printing, postage and other expenses		(6,850	)		(6,290	)
Printing, postage and other expenses		(22,310	)		(33,424	)
Net cash used in operating activities		(184,620	)		(59,066	)
Net cash used in operating activities		(180,268	)		(235,553	)
CASH FLOWS FROM INVESTING ACTIVITIES
Investments in Pemberwick Fund		(~~819~~8,~~098~~582	)		(36,~~321,316~~998	)
Proceeds in connection with sale of limited partner interests/local partnership properties		~~1,023,904~~			3869,~~642,121~~404
Redemptions from Pemberwick Fund		~~4,250,000~~			24,~~785~~250,000
Distributions received from local partnerships					39,079
Net cash provided by (used in) investing activities		(8,582	)		5,112,406
Net cash provided by investing activities		4,454,806			3,144,884
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to partners		~~(4,223,182~~	)		(24,~~815~~223,~~365~~182	)
Net cash used in financing activities		~~(4,223,182~~	)		(24,~~815~~223,~~365~~182	)
Net increase in cash and cash equivalents		51,356			93,966
Net increase (decrease) in cash and cash equivalents		(193,202	)		830,158
Cash and cash equivalents at beginning of period		~~265~~560,~~061~~502			~~375~~265,~~716~~061
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	~~316~~367,~~417~~300		$	~~469~~1,~~682~~095,219
SIGNIFICANT NONCASH INVESTING AND FINANCING ACTIVITIES
Unrealized loss on investment in Pemberwick Fund	$	(13,171	)	$	(7,639	)
Unrealized gain (loss) on investment in Pemberwick Fund	$	10,365		$	(5,256	)
Reclassification of unrealized gain on investment in Pemberwick Fund	$	~~(3,492~~	)	$	(203,~~759~~492	)
Decrease in due from local partnerships included in gain on sale of limited partner interests/local partnership properties				$	(7,544	)

See reconciliation of net ~~income~~loss to net cash used in operating activities on page 6.

See Notes to Financial Statements.

AMERICAN TAX CREDIT PROPERTIES II L.P.

STATEMENTS OF CASH FLOWS - CONTINUED

~~NINE~~THREE MONTHS ENDED ~~DECEMBER~~JUNE 3029, ~~2015~~2016 AND ~~2014~~2015

(UNAUDITED)

	2015			2014
	2016			2015
RECONCILIATION OF NET INCOME TO NET CASH USED IN OPERATING ACTIVITIES
RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES
Net income	$	263,162		$	3,433,727
Net loss	$	(50,988	)	$	(40,450	)
Adjustments to reconcile net income to net cash used in operating activities
Adjustments to reconcile net loss to net cash used in operating activities
Gain on sale of limited partner interests/local partnership properties		(409,153	)		(3,592,990	)
Gain on redemptions from Pemberwick Fund					(7,712	)
Gain on redemptions from Pemberwick Fund		(7,713	)		(23,358	)
Increase in prepaid expenses		(29,193	)		(13,054	)
Other income from local partnerships					(23,346	)
Decrease in accounts payable and accrued expenses		(113,605	)		(18,380	)
Decrease in accounts payable and accrued expenses		(3,268	)		(19,016	)
Increase in due to general partner and affiliates		9,166			20,530
Decrease in due to general partner and affiliates		(23,296	)		(10,570	)
NET CASH USED IN OPERATING ACTIVITIES	$	(184,620	)	$	(59,066	)
NET CASH USED IN OPERATING ACTIVITIES	$	(180,268	)	$	(235,553	)

See Notes to Financial Statements.

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS

~~DECEMBER~~JUNE 3029, ~~2015~~2016

(UNAUDITED)

1.	Basis of Presentation

The accompanying unaudited financial statements of American Tax Credit Properties II L.P. (the "Partnership") have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. They do not include all information and footnotes required by GAAP for complete financial statements. In the opinion of the general partner of the Partnership (the "General Partner"), the accompanying unaudited financial statements include all adjustments necessary to present fairly the financial position as of ~~December~~June 3029, ~~2015~~2016 and the results of operations and cash flows for the interim ~~periods~~period presented. All adjustments are of a normal recurring nature. The results of operations for the ~~nine~~three months ended ~~December~~June 3029, ~~2015~~2016 are not necessarily indicative of the results that may be expected for the entire year.

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

2.	Investment in Local Partnerships

The Partnership initially acquired limited partner equity interests (the "Local Partnership Interest" or "Local Partnership Interests") in fifty partnerships (the "Local Partnership" or "Local Partnerships") representing capital contributions in the aggregate amount of $48,460,126, which includes voluntary advances (the "Advances") made to certain Local Partnerships and all of which has been paid. As of ~~December~~June 3029, ~~2015~~2016, the Partnership holds a Local Partnership Interest in one Local Partnership, (Littleton Avenue Community Village, L.P. ("Littleton")). The ~~Partnership has no legal obligation to fund any of Littleton's operating deficits. The~~ results of operations of ~~the~~Littleton ~~Local Partnerships~~ are provided by the general ~~partners~~partner of ~~the~~Littleton ~~Local Partnerships~~ (the "~~Local~~Littleton General ~~Partners~~Partner") on an unaudited basis during interim periods.

In the event the operations of aLittleton ~~Local Partnership~~ result in a loss, equity in loss of ~~each~~ investment in ~~Local~~Littleton ~~Partnership~~ allocated to the Partnership is recognized to the extent of the Partnership's investment balance in ~~each Local Partnership~~Littleton. Equity in loss in excess of the Partnership's investment balance in aLittleton ~~Local Partnership~~ is allocated to other partners' capital in ~~any such Local Partnership~~Littleton. As a result of cumulative equity losses and distributions, ~~and~~ the ~~sales of certain Local Partnerships' Properties and/or the~~ Partnership's ~~Local Partnership Interests, the Partnership's~~ investment in ~~local~~Littleton ~~partnerships~~ reached a zero balance in a prior year.

The non-mandatory mortgages of Littleton matured in October 2006 but have not been repaid or formally extended. During the year ended March 30, 2015, ~~Lakeside~~the ~~Housing~~first ~~Limited~~mortgage ~~Partnership~~holder (~~"Lakeside~~the ~~Housing~~"Lender") ~~sold~~issued ~~its~~a ~~underlying~~declaration ~~Property~~of todefault andemanding ~~unaffiliated~~Littleton's ~~entity.~~immediate ~~The~~payment ~~Partnership~~of ~~recognized~~an aamount ~~gain~~in excess of $~~4,636,143~~6.5 inmillion. ~~connection~~Such ~~with~~amount ~~the~~includes ~~sale,~~all ofunpaid ~~which~~principal ~~$869,404~~and ~~was~~accrued ~~received~~interest ~~during~~to ~~the~~date ~~nine~~and ~~months~~amounts ~~ended~~for ~~December~~real ~~30,~~estate ~~2015~~tax ~~and~~liens isthat ~~reflected~~had asbeen ~~due~~sold ~~from~~to ~~local~~third ~~partnerships~~parties inand were redeemed by the ~~accompanying~~Lender. ~~unaudited~~Unpaid ~~balance~~principal ~~sheet~~and accrued interest on the second mortgage as of ~~March~~June 3029, ~~2015~~2016 is in excess of $3. ~~Lakeside~~1 ~~Housing~~million. The Littleton General Partner reports that a refinancing of the mortgages is unlikely and the Lender has ~~since~~issued ~~been~~a ~~dissolved~~request for offers to purchase the first mortgage. The Partnership has no legal obligation to fund any of Littleton's operating deficits.

~~During~~3. ~~the~~Investment ~~nine months ended December 30, 2015, the Partnership sold its Local Partnership Interests~~ in ~~Hill~~Pemberwick Com I Associates Limited Partnership and Hill Com II Associates Limited Partnership (collectively the "Hill Com Local Partnerships") to one of the Local General Partners of the Hill Com Local Partnerships; there were no proceeds in connection with the sale. The Hill Com Local Partnerships have the same Local General Partners.Fund

~~During~~The ~~the~~Partnership ~~nine~~carries ~~months~~its ~~ended~~investment ~~December~~in ~~30,~~Pemberwick ~~2015~~Fund, ~~the~~a ~~Partnership~~short ~~sold~~duration ~~its~~bond ~~Local~~fund ~~Partnership~~("Pemberwick") ~~Interest~~at inestimated ~~Patton~~fair ~~Place~~value. ~~Limited~~The ~~Partnership~~fair ~~("Patton~~value ~~Place")~~of tothe anPartnership's ~~affiliate~~investment ofin ~~the~~Pemberwick ~~Local~~is ~~General~~classified ~~Partners~~within Level 1 of ~~Patton~~the ~~Place.~~fair ~~The~~value ~~Partnership~~hierarchy ~~received~~of ~~$45,000~~the inguidance ~~connection~~on ~~with~~Fair ~~the~~Value ~~sale;~~Measurements ~~such~~as ~~amount~~defined isin ~~included~~Accounting inStandards ~~gain~~Codification on("ASC") ~~sale~~Topic of820. ~~limited~~Level ~~partner~~1 ~~interests/local~~inputs ~~partnership~~utilize ~~properties~~quoted prices (unadjusted) in ~~the~~active ~~accompanying~~markets ~~unaudited~~for ~~statement~~identical ofassets ~~operations~~or ~~and~~liabilities ~~comprehensive~~that ~~income~~the ~~(loss)~~Partnership ~~for~~has the ~~nine~~ability ~~months~~to ~~ended~~access. ~~December~~Pemberwick's ~~30,~~net ~~2015.~~asset Ofvalue ~~such~~("NAV") ~~amount,~~is $~~40,500~~10.07 ~~was~~per ~~received~~share ~~subsequent~~as toof ~~December~~June 3029, ~~2015~~2016. ~~and~~An unrealized gain of $9,699 is ~~included~~reflected inas ~~due~~accumulated ~~from~~other ~~local~~comprehensive ~~partnerships~~income in the accompanying unaudited balance sheet as of ~~December~~June 3029, ~~2015~~2016. The Partnership has earned $292,516 of interest revenue from the date of its initial investment in Pemberwick through June 29, 2016.

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

~~DECEMBER~~JUNE 3029, ~~2015~~2016

(UNAUDITED)

24. ~~Investment~~Additional ~~in Local Partnerships (Continued)~~Information

~~During~~Additional ~~the~~information, ~~nine~~including ~~months~~the ~~ended~~audited ~~December~~March 30, ~~2015,~~2016 ~~1989~~Financial ~~Westview~~Statements ~~Arms~~and ~~Limited~~the ~~Partnership~~Organization, ~~("Westview~~Purpose ~~Arms")~~and ~~sold~~Summary ~~its~~of ~~underlying~~Significant ~~Property~~Accounting ~~to an unaffiliated entity. The Partnership is to receive $364~~Policies,~~153~~ ~~in connection with the sale; such amount~~ is included in ~~gain on sale of limited partner interests/local partnership properties in~~ the ~~accompanying~~Partnership's ~~unaudited~~Annual ~~statement~~Report ofon ~~operations~~Form ~~and~~10-K ~~comprehensive income (loss)~~ for the ~~nine~~fiscal ~~months~~year ended ~~December~~March 30, ~~2015.~~2016 Ofon ~~such~~file ~~amount,~~with ~~$150,000 was received during~~ the ~~nine~~Securities ~~months ended December 30, 2015~~ and ~~$214,153~~Exchange ~~is included in due from local partnerships in the accompanying unaudited balance sheet as of December 30, 2015~~Commission. ~~The Local General Partner of Westview Arms will dissolve Westview Arms as soon as possible.~~

The non-mandatory mortgages of Littleton matured in October 2006 but have not been repaid or formally extended. During the year ended March 30, 2015, the first mortgage holder issued a declaration of default demanding Littleton's immediate payment of an amount in excess of $6.5 million. Such amount includes all unpaid principal and accrued interest to date and amounts for real estate tax liens that had been sold to third parties and were redeemed by the lender. Unpaid principal and accrued interest on the second mortgage as of December 30, 2015 is in excess of $3.1 million. Littleton's Local General Partner reports that a refinancing of the mortgages is unlikely.

3. Investment in Pemberwick Fund

The Partnership carries its investment in Pemberwick Fund, a short duration bond fund ("Pemberwick") at estimated fair value. The fair value of the Partnership's investment in Pemberwick is classified within Level 1 of the fair value hierarchy of the guidance on Fair Value Measurements as defined in Accounting Standards Codification ("ASC") Topic 820. Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Partnership has the ability to access. Pemberwick's net asset value ("NAV") is $10.01 per share as of December 30, 2015. An unrealized loss of $10,999 is reflected as accumulated other comprehensive loss in the accompanying unaudited balance sheet as of December 30, 2015. The Partnership has earned $275,297 of interest revenue from the date of its initial investment in Pemberwick through December 30, 2015.

4. Distributions to Partners

During the nine months ended December 30, 2015, the Partnership made a distribution to the Limited Partners in the amount of $4,180,950, representing approximately $75 per Unit; the pro-rata distribution to the General Partner was $42,232.

5. Additional Information

Additional information, including the audited March 30, 2015 Financial Statements and the Organization, Purpose and Summary of Significant Accounting Policies, is included in the Partnership's Annual Report on Form 10-K for the fiscal year ended March 30, 2015 on file with the Securities and Exchange Commission.

AMERICAN TAX CREDIT PROPERTIES II L.P.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Material Changes in Financial Condition

As of ~~December~~June 3029, ~~2015~~2016, American Tax Credit Properties II L.P. (the "Registrant") has not experienced a significant change in financial condition as compared to March 30, ~~2015 resulting primarily from making a distribution to the partners (see discussion below)~~2016. Principal changes in assets are comprised of periodic transactions and adjustments. Registrant ~~owns~~had acquired a limited partner equity interest (the "Local Partnership Interest" or "Local Partnership Interests") in fifty partnerships (the "Local Partnership" or "Local Partnerships"), ~~which~~that own/owned 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. ~~During~~As ~~the~~of ~~nine~~June ~~months ended December 30~~29, ~~2015~~2016, Registrant ~~received~~owns ~~cash~~a ~~from~~Local ~~interest~~Partnership ~~revenue,~~Interest ~~redemptions~~in ~~from~~one ~~Pemberwick~~Local ~~Fund~~Partnership, aLittleton ~~short~~Avenue ~~duration~~Community ~~bond~~Village, ~~fund~~L.P. ("~~Pemberwick~~Littleton"). ~~and~~During ~~proceeds in connection with~~ the ~~sale~~three ofmonths ~~certain~~ended ~~Local~~June ~~Partnership~~29, ~~Interests~~2016, ~~and~~Registrant ~~certain~~received ofcash ~~the~~from ~~Local~~interest ~~Partnerships'~~revenue ~~underlying Properties (see discussion below under Results of Operations~~ and ~~Local Partnership Matters), and~~ utilized cash for operating expenses, and investments in Pemberwick ~~and~~Fund, ~~making~~ a ~~distribution~~short toduration ~~the~~bond ~~partners~~fund ("Pemberwick"). Cash and cash equivalents and investment in Pemberwick decreased, in the aggregate, by approximately $3174,~~388,~~000 during the ~~nine~~three months ended ~~December~~June 3029, ~~2015~~2016 (which includes ~~the~~an ~~reclassification of~~ unrealized gain on investment in Pemberwick of approximately $410,000 ~~and an unrealized loss on investment in Pemberwick of approximately $13,000~~). Payable to general partner and affiliates in the accompanying unaudited balance sheet as of ~~December~~June 3029, ~~2015~~2016 represents accrued management and administration fees.

~~During the nine months ended December 30, 2015,~~ Registrant made a distribution to the Limited Partners in the amount of $4,180,950, representing approximately $75 per Unit, to Unit holders of record as of February 28, 2015; the pro-rata distribution to the General Partner was $42,232. Registrant holds cash and liquid investments as of ~~December~~June 3029, ~~2015~~2016 of approximately $3,~~761~~850,000 ~~and has a receivable from certain Local Partnerships of approximately $255,000~~. After deducting future expenses and reserves, the balance is expected to be distributed to the partners in the future. There can be no assurance as to the amount and timing of such distribution, if any.

Results of Operations

Registrant's operating results are dependent, in part, ~~upon~~on the operating results of ~~the~~Littleton ~~Local Partnerships~~ and are impacted by ~~the Local Partnerships~~Littleton's policies. In addition, the operating results herein are not necessarily the same for tax reporting. Registrant accounts for its investment in ~~local~~Littleton ~~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~~Littleton's results of operations and by cash distributions received. In the event the operations of aLittleton ~~Local Partnership~~ result in a loss, equity in loss of ~~each~~ investment in ~~Local~~Littleton ~~Partnership~~ allocated to Registrant is recognized to the extent of Registrant's investment balance in ~~each Local Partnership~~Littleton. Equity in loss in excess of Registrant's investment balance in aLittleton ~~Local Partnership~~ is allocated to other partners' capital in ~~any such Local Partnership~~Littleton. As a result of cumulative equity losses and distributions, ~~and the sales of certain Local Partnerships' Properties and/or~~ Registrant's ~~Local Partnership Interests, Registrant's~~ investment in ~~local~~Littleton ~~partnerships~~ reached a zero balance in a prior year.

~~Cumulative~~Registrant's ~~losses~~operations ~~and~~have ~~cash~~not ~~distributions~~varied insignificantly ~~excess~~for ofthe ~~investment~~three inmonths ~~local~~ended ~~partnerships~~June ~~may~~29, ~~result~~2016 ~~from~~as acompared ~~variety~~to ofthe ~~circumstances,~~three ~~including~~months aended ~~Local~~June ~~Partnership's accounting policies~~29, ~~subsidy structure~~2015, ~~debt~~as ~~structure~~evidenced ~~and~~by ~~operating~~losses ~~deficits~~of $50,988 ~~among~~and ~~other~~$40,450, ~~things~~respectively. ~~Accordingly,~~Other ~~cumulative~~comprehensive ~~losses~~income ~~and~~for ~~cash~~the ~~distributions~~three inmonths ~~excess~~ended ofJune ~~the~~29, ~~investment~~2016 ~~are~~resulted ~~not~~from ~~necessarily~~an ~~indicative~~unrealized ofgain ~~adverse~~on ~~operating~~investment ~~results~~in Pemberwick of ~~a Local Partnership~~$10,365.

~~Registrant's~~Local ~~operations~~Partnership for the three months ended December 30, 2015 and 2014 resulted in net income of $354,835 and $3,552,720, respectively. The decrease is primarily attributable to (i) a decrease in gain on sale of limited partner interests/local partnership properties of approximately $3,191,000 and (ii) a decrease in other income from local partnerships of approximately $23,000, all partially offset by a net decrease in operating expenses of approximately $19,000. Other comprehensive loss for the three months ended December 30, 2015 resulted from an unrealized loss on investment in Pemberwick of $7,916.Matters

Registrant's primary objective, to provide Low-income Housing Tax Credits to its limited partners (the "Limited Partners"), has been completed. The relevant state tax credit agency allocated each of the Local Partnerships an amount of Low-income 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, 2005. 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, 2006. Registrant is in the process of disposing of its Local Partnership Interest in Littleton. In a prior year, Registrant served a demand on the general partners of all then remaining Local Partnerships (the "Local General Partners") to commence a sale process to dispose of the Properties. In the event a sale of the Littleton Property cannot be consummated, it is the General Partner's intention to sell or assign Registrant's 99% Local Partnership Interest in Littleton. Registrant does not anticipate that it will receive any proceeds in connection with such sale or assignment and may incur certain costs in connection therewith. Registrant intends to dissolve after the final disposition of its Local Partnership Interest in Littleton, although there can be no assurance as to when such final disposition will occur.

AMERICAN TAX CREDIT PROPERTIES II L.P.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued).

~~Registrant's~~Littleton ~~operations~~owns ~~for~~a ~~the~~102 ~~nine~~unit ~~months~~subsidized ~~ended~~and ~~December~~leveraged ~~30,~~low-income ~~2015~~multifamily ~~and~~residential ~~2014~~complex ~~resulted~~located in ~~net income of $263~~Newark,~~162~~ ~~and~~New ~~$3,433,727, respectively~~Jersey. The ~~decrease~~non-mandatory ismortgages ~~primarily~~of ~~attributable~~Littleton tomatured ~~(i)~~in aOctober ~~decrease~~2006 inbut ~~gain~~have onnot ~~sale~~been ofrepaid ~~limited~~or ~~partner~~formally ~~interests/local~~extended. ~~partnership~~During ~~properties~~the ofyear ~~approximately~~ended $3March 30,~~184~~ 2015,~~000,~~ the first mortgage holder (iithe "Lender") issued a ~~decrease~~declaration inof ~~interest~~default ~~revenue~~demanding Littleton's immediate payment of ~~approximately~~an amount in excess of $~~28,000~~6.5 ~~and~~million. ~~(iii)~~Such aamount ~~decrease~~includes inall ~~other~~unpaid ~~income~~principal ~~from~~and ~~local~~accrued ~~partnerships~~interest ofto ~~approximately~~date ~~$23,000,~~and ~~all~~amounts ~~partially~~for ~~offset~~real byestate atax ~~net~~liens ~~decrease~~that inhad ~~operating~~been ~~expenses~~sold ofto ~~approximately~~third ~~$64,000.~~parties ~~Other~~and ~~comprehensive~~were ~~loss~~redeemed ~~for~~by the ~~nine~~Lender. ~~months~~Unpaid ~~ended~~principal ~~December~~and ~~30,~~accrued ~~2015~~interest ~~resulted~~on ~~from~~ the ~~reclassification~~second mortgage as of ~~unrealized~~June ~~gain~~29, on2016 ~~investment~~is in ~~Pemberwick~~excess of $3~~,492~~.1 million. Littleton's Local General Partner (the "Littleton General Partner") reports that a refinancing of the mortgages is unlikely and anthe ~~unrealized~~Lender ~~loss~~has onissued ~~investment~~a inrequest ~~Pemberwick~~for offers to purchase the first mortgage. Registrant has no legal obligation to fund any of ~~$13,171~~Littleton's operating deficits.

Local Partnership Matters

Registrant's primary objective, to provide Low-income Housing Tax Credits to Limited Partners, 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, 2005. 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, 2006. 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 has been in the process of disposing of its remaining Local Partnership Interests and, as of February 4, 2016, owns one of the fifty Local Partnership Interests initially acquired (Littleton Avenue Community Village, L.P. ("Littleton")). In a prior year, Registrant served a demand on the general partners of all then remaining Local Partnerships (the "Local General Partners") to commence a sale process to dispose of the Properties. In the event a sale of the Littleton Property cannot be consummated, it is the General Partner's intention to sell or assign Registrant's Local Partnership Interest in Littleton. Registrant does not anticipate that it will receive any proceeds in connection with such sale or assignment and may incur certain costs in connection therewith. Registrant intends to dissolve after the final disposition of its Local Partnership Interest in Littleton, although there can be no assurance as to when such final disposition will occur.

Littleton owns a subsidized and leveraged low-income multifamily residential complex located in Newark, New Jersey. The non-mandatory mortgages of Littleton matured in October 2006 but have not been repaid or formally extended. During the year ended March 30, 2015, the first mortgage holder issued a declaration of default demanding Littleton's immediate payment of an amount in excess of $6.5 million. Such amount includes all unpaid principal and accrued interest to date and amounts for real estate tax liens that had been sold to third parties and were redeemed by the lender. Unpaid principal and accrued interest on the second mortgage as of December 30, 2015 is in excess of $3.1 million. Littleton's Local General Partner reports that a refinancing of the mortgages is unlikely. Registrant has no legal obligation to fund any of Littleton's operating deficits.

During the year ended March 30, 2015, Lakeside Housing Limited Partnership ("Lakeside Housing") sold its underlying Property to an unaffiliated entity. Registrant recognized a gain of $4,636,143 in connection with the sale, of which $869,404 was received during the nine months ended December 30, 2015 and is reflected as due from local partnerships in the accompanying unaudited balance sheet as of March 30, 2015. Lakeside Housing has since been dissolved.

AMERICAN TAX CREDIT PROPERTIES II L.P.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued).

During the nine months ended December 30, 2015, Registrant sold its Local Partnership Interests in Hill Com I Associates Limited Partnership and Hill Com II Associates Limited Partnership (collectively the "Hill Com Local Partnerships") to one of the Local General Partners of the Hill Com Local Partnerships; there were no proceeds in connection with the sale. The Hill Com Local Partnerships have the same Local General Partners.

During the nine months ended December 30, 2015, Registrant sold its Local Partnership Interest in Patton Place Limited Partnership ("Patton Place") to an affiliate of the Local General Partners of Patton Place. Registrant received $45,000 in connection with the sale; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying unaudited statement of operations and comprehensive income (loss) for the nine months ended December 30, 2015. Of such amount, $40,500 was received subsequent to December 30, 2015 and is included in due from local partnerships in the accompanying unaudited balance sheet as of December 30, 2015.

During the nine months ended December 30, 2015, 1989 Westview Arms Limited Partnership ("Westview Arms") sold its underlying Property to an unaffiliated entity. Registrant is to receive $364,153 in connection with the sale; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying unaudited statement of operations and comprehensive income (loss) for the nine months ended December 30, 2015. Of such amount, $150,000 was received during the nine months ended December 30, 2015 and $214,153 is included in due from local partnerships in the accompanying unaudited balance sheet as of December 30, 2015. The Local General Partner of Westview Arms will dissolve Westview Arms as soon as possible.

Critical Accounting Policies and Estimates

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

Registrant accounts for its investment in ~~local~~Littleton ~~partnerships~~ in accordance with the equity method of accounting.

Registrant does not consolidate the accounts and activities of ~~the Local Partnerships~~Littleton, which ~~are~~is considered a Variable Interest ~~Entities~~Entity 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 investment balance in ~~investment~~Littleton ~~in local partnerships~~ represents the maximum exposure to loss in connection with such ~~investments~~investment. ~~Registrant~~Littleton'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~~agreement ~~grant~~grants the ~~Local~~Littleton General ~~Partners~~Partner the power to direct the activities that most significantly impact ~~the Local Partnerships~~Littleton's 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~~Littleton ~~partnerships~~ reached a zero balance in a prior year.

AMERICAN TAX CREDIT PROPERTIES II L.P.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued).

Forward-Looking Information

As a cautionary note, with the exception of historical facts, the matters discussed in this quarterly report on Form 10-Q are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Forward-looking statements may relate to, among other things, current expectations, forecasts of future events, future actions, future performance generally, business development activities, capital expenditures, strategies, the outcome of contingencies, future financial results, financing sources and availability and the effects of regulation and competition. Words such as "anticipate," "expect," "intend," "plan," "seek," "estimate" and other words and terms of similar meaning in connection with discussions of future operating or financial performance signify forward-looking statements. Registrant may also provide written forward-looking statements in other materials released to the public. Such statements are made in good faith by Registrant pursuant to the "Safe Harbor" provisions of the Reform Act. Registrant undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Such forward-looking statements involve known risks, uncertainties and other factors that may cause Registrant's actual results of operations or actions to be materially different from future results of operations or actions expressed or implied by the forward-looking statements.

~~As a cautionary note, with the exception of historical facts, the matters discussed in this quarterly report on Form~~ 10-Q are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Forward-looking statements may relate to, among other things, current expectations, forecasts of future events, future actions, future performance generally, business development activities, capital expenditures, strategies, the outcome of contingencies, future financial results, financing sources and availability and the effects of regulation and competition. Words such as "anticipate," "expect," "intend," "plan," "seek," "estimate" and other words and terms of similar meaning in connection with discussions of future operating or financial performance signify forward-looking statements. Registrant may also provide written forward-looking statements in other materials released to the public. Such statements are made in good faith by Registrant pursuant to the "Safe Harbor" provisions of the Reform Act. Registrant undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Such forward-looking statements involve known risks, uncertainties and other factors that may cause Registrant's actual results of operations or actions to be materially different from future results of operations or actions expressed or implied by the forward-looking statements.

AMERICAN TAX CREDIT PROPERTIES II L.P.

Item 3. 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.

Item 4. Controls and Procedures.

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

Registrant has carried out an evaluation, under the supervision and the participation of its management, including the Chief Executive Officer and Chief Financial Officer of the general partner of the General Partner, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), as of the three months ended ~~December~~June 3029, ~~2015~~2016. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer of the general partner of the General Partner concluded that Registrant's disclosure controls and procedures were effective as of ~~December~~June 3029, ~~2015~~2016.

There were no changes in Registrant's internal control over financial reporting during the three months ended ~~December~~June 3029, ~~2015~~2016 that have materially affected, or are reasonably likely to materially affect, Registrant's internal control over financial reporting.

1211

AMERICAN TAX CREDIT PROPERTIES II L.P.

Part II - OTHER INFORMATION

Item 1.	Legal Proceedings.
	None.
Item 1A.	Risk Factors.
	Registrant has disposed of four of the five Local Partnership Interests owned as of June 26, 2015 (the date on which Registrant filed its Annual Report on Form 10-K for the year ended March 30, 2015). There have been no other material changes from the risk factors previously disclosed in Item 1A of Registrant's Annual Report on Form 10-K for the year ended March 30, 2015.
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.
	None.
Item 3.	Defaults Upon Senior Securities.
	None; see Item 2 of Part I regarding the mortgage default of Registrant's remaining Local Partnership Interest.
Item 4.	Mine Safety Disclosures.
	Not applicable.
Item 5.	Other Information.
	None.
Item 6.	Exhibits.
	Exhibit 31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
	Exhibit 31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
	Exhibit 32.1	Section 1350 Certification of Chief Executive Officer.
	Exhibit 32.2	Section 1350 Certification of Chief Financial Officer.
	Exhibit 101.ins	XBRL Instance.*
	Exhibit 101.xsd	XBRL Schema.*
	Exhibit 101.cal	XBRL Calculation.*
	Exhibit 101.def	XBRL Definition.*
	Exhibit 101.lab	XBRL Label.*
	Exhibit 101.pre	XBRL Presentation.*

Item 1. Legal Proceedings.

None.

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 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None; see Item 2 of Part I regarding the mortgage default of Littleton Avenue Community Village, L.P.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

	Exhibit 31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

	Exhibit 31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

	Exhibit 32.1	Section 1350 Certification of Chief Executive Officer.

	Exhibit 32.2	Section 1350 Certification of Chief Financial Officer.

	Exhibit 101.ins	XBRL Instance.*

	Exhibit 101.xsd	XBRL Schema.*

	Exhibit 101.cal	XBRL Calculation.*

	Exhibit 101.def	XBRL Definition.*

	Exhibit 101.lab	XBRL Label.*

	Exhibit 101.pre	XBRL Presentation.*

*Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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 of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

1312

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		AMERICAN TAX CREDIT PROPERTIES II L.P.
		(a Delaware limited partnership)
		By: Richman Tax Credit Properties II L.P.,
		General Partner
		By: Richman Tax Credits Inc.,
		general partner
Dated: February 4, 2016		/s/Brian Myers
Dated: August 1, 2016		/s/Brian Myers
		By: Brian Myers
		Chief Executive Officer
Dated: February 4, 2016		/s/James Hussey
Dated: August 1, 2016		/s/James Hussey
		By: James Hussey
		Chief Financial Officer
Dated: February 4, 2016		/s/Richard Paul Richman
Dated: August 1, 2016		/s/Richard Paul Richman
		By: Richard Paul Richman
		Sole Director

1413

Filing Compare · AMERICAN TAX CREDIT PROPERTIES II L P