UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~December~~June 3130, ~~2011~~2012

£[ ] 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: 333-107181

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 12

California	72-1566910
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

17782 Sky Park Circle, Irvine, CA 92614

( Address of principle executive offices )

(714) 622-5565

( Telephone Number )

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 requirements for the past 90 days. ~~Yes x No o~~

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 o[X]

Indicate by check mark whether the registrant ishas asubmitted ~~large~~electronically ~~accelerated~~and ~~filer,~~posted anon ~~accelerated~~its ~~filer,~~corporate aWeb ~~non-accelerated~~site, ~~filer~~if any, orevery aInteractive Data ~~smaller~~File ~~reporting~~required ~~company.~~to ~~See~~be ~~the~~submitted ~~definitions~~and posted pursuant to Rule 405 of ~~"large~~Regulation ~~accelerated~~S-T ~~filer,"~~(232.405 ~~"accelerated~~of ~~filer"~~this ~~and~~chapter) ~~"smaller~~during ~~reporting~~the ~~company"~~preceding 12 inmonths ~~Rule~~(or ~~12b-2~~for ofsuch shorter period that the ~~Exchange~~registrant ~~Act.~~was ~~(Check~~required ~~one~~to submit and post such files):.

~~Large~~Yes [X] ~~accelerated~~No ~~filer o Accelerated filer o Non-accelerated filer x Smaller reporting company o~~[ ]

Indicate by check mark whether the registrant is a ~~shell~~large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. ~~(as~~See ~~defined~~the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act). ~~Yes o No~~ x(Check one):

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 12

(A California Limited Partnership)

INDEX TO FORM 10-Q

For the quarterly period ended ~~December~~June 3130, ~~2011~~2012

PART I. FINANCIAL INFORMATION
Item 1.	~~Item~~Financial 1.Statements	~~Financial Statements~~
		Condensed Balance Sheets As of December 31, 2011, and March 31, 2011	3
	Condensed Balance Sheets
		Condensed Statements of Operations For the Three and Nine Months Ended December 31, 2011 and 2010	4
	As of June 30, 2012 and March 31, 2012		F-1
		Condensed Statement of Partners' Equity (Deficit) For the Nine Months Ended December 31, 2011	5
	Condensed Statements of Operations
		Condensed Statements of Cash Flows For the Nine Months Ended December 31, 2011 and 2010	6
	For the Three Months Ended June 30, 2012 and 2011		F-2
		Notes to Condensed Financial Statements	7
	Condensed Statement of Partners’ Equity (Deficit)
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
	For the Three Months Ended June 30, 2012		F-3
	Item 3.	Quantitative and Qualitative Disclosures about Market Risks	21
	Condensed Statements of Cash Flows
	Item 4.	Controls and Procedures	21
	For the Three Months Ended June 30, 2012 and 2011		F-4
	Notes to Condensed Financial Statements		F-5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		3
Item 3.	Quantitative and Qualitative Disclosures about Market Risks		5
Item 4.	Controls and Procedures		5
PART II. OTHER INFORMATION
Item 1.	~~Item~~Legal 1.Proceedings	~~Legal Proceedings~~	226
Item 1A.	~~Item~~Risk ~~1A.~~Factors	~~Risk Factors~~	226
Item 2.	~~Item~~Unregistered 2.Sales of Equity Securities and Use of Proceeds	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	226
Item 3.	~~Item~~Defaults 3.Upon Senior Securities	~~Defaults Upon Senior Securities~~	226
Item 4.	~~Item~~Mine 4.Safety Disclosures	~~(Removed and Reserved)~~	226
Item 5.	~~Item~~Other 5.Information	~~Other Information~~	226
Item 6.	~~Item 6.~~Exhibits	~~Exhibits~~	226
Signatures	~~Signatures~~		237

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 12

(A California Limited Partnership)

CONDENSED BALANCE SHEETS

(Unaudited)

	December 31, 2011			March 31, 2011
	June 30, 2012			March 31, 2012
ASSETS
Cash and cash equivalents	$	~~993~~950,~~103~~402		$	1929,~~139,693~~947
Investments in Local Limited Partnerships, net (Notes 2 and 3)		65,~~002~~024,~~020~~915			75,~~118~~944,~~320~~076
Total Assets	$	65,~~995~~975,~~123~~317		$	86,~~258~~874,~~013~~023
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
LIABILITIES AND PARTNERS’ EQUITY (DEFICIT)
Liabilities:
Payables to Local Limited Partnerships (Note 4)	$	624,895		$	624,895
Accrued fees and expenses due to General Partner and affiliates (Note 3)		~~861~~908,~~104~~392			~~704~~850,~~812~~692
Total Liabilities		1,~~485~~533,~~999~~287			1,~~329~~475,~~707~~587
Partners’ Equity (Deficit):
General Partner		(78,~~494~~561	)		(67,~~075~~605	)
Limited Partners (25,000 Partnership Units authorized; 15,019 Partnership Units issued and outstanding)		54,~~516~~450,~~618~~591			65,~~934~~406,~~381~~041
Total Partners’ Equity (Deficit)		54,~~509~~442,~~124~~030			65,~~928~~398,~~306~~436
Total Liabilities and Partners’ Equity (Deficit)	$	65,~~995~~975,~~123~~317		$	86,~~258~~874,~~013~~023

See accompanying notes to condensed financial statements

3F-1

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 12

(A California Limited Partnership)

CONDENSED STATEMENTS OF OPERATIONS

For the Three ~~and Nine~~ Months ~~Ended~~June ~~December 31~~30, ~~2011~~2012 and ~~2010~~2011

(Unaudited)

	2011						2010
	2012 Three Months			2011 Three Months
	Three Months			Nine Months			Three Months			Nine Months
Reporting fees	$	16,860		$	3,042
Reporting fees	$	-		$	4,542		$	-		$	10,050
Operating expenses and loss:
Operating expenses and loss:
Amortization (Note 2)		10,051			12,322
Amortization (Note 2)		10,212			32,741			12,322			36,966
Asset management fees (Note 3)		41,682			41,682
Asset management fees (Note 3)		41,682			125,046			41,682			125,046
Impairment loss (Note 2)		738,270			461,442
Outsourcing expenses		2,228			6,434			392			900
Accounting and legal fees		9,934			4,473
Accounting and legal fees		48,925			172,248			5,000			8,966
Other		6,084			1,497
Impairment loss (Note 2)		-			461,442			-			208,217
Total operating expenses and loss		806,021			521,416
Other		6,287			10,958			617			1,585
Loss from operations		(789,161	)		(518,374	)
Total operating expenses and loss		109,334			808,869			60,013			381,680
Equity in losses of Local Limited Partnerships (Note 2)		(167,463	)		(260,192	)
Loss from operations		(109,334	)		(804,327	)		(60,013	)		(371,630	)
Interest income		218			507
Equity in losses of Local Limited Partnerships (Note 2)		(177,801	)		(615,794	)		(157,204	)		(493,249	)
Net loss	$	(956,406	)	$	(778,059	)
Interest income		308			939			553			1,833
Net loss allocated to:
Net loss	$	(286,827	)	$	(1,419,182	)	$	(216,664	)	$	(863,046	)
General Partner	$	(956	)	$	(778	)
Net loss allocated to:
Limited Partners	$	(955,450	)	$	(777,281	)
General Partner	$	(287	)	$	(1,419	)	$	(217	)	$	(863	)
Net loss per Partnership Unit	$	(64	)	$	(52	)
Limited Partners	$	(286,540	)	$	(1,417,763	)	$	(216,447	)	$	(862,183	)
Outstanding weighted Partnership Units		15,019			15,019
Net loss per Partnership Unit	$	(19	)	$	(94	)	$	(14	)	$	(57	)
Outstanding weighted Partnership Units		15,019			15,019			15,019			15,019

See accompanying notes to condensed financial statements

4F-2

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 12

(A California Limited Partnership)

CONDENSED STATEMENT OF PARTNERS’ EQUITY (DEFICIT)

For the ~~Nine~~Three Months Ended ~~December~~June 3130, ~~2011~~2012

(Unaudited)

	General Partner			Limited Partners			Total
Partners’ equity (deficit) at March 31, 2011	$	(6,075	)	$	6,934,381		$	6,928,306
Partners’ equity (deficit) at March 31, 2012	$	(7,605	)	$	5,406,041		$	5,398,436
Net loss		(~~1,419~~956	)		(1955,~~417,763~~450	)		(1956,~~419,182~~406	)
Partners’ equity (deficit) at December 31, 2011	$	(7,494	)	$	5,516,618		$	5,509,124
Partners’ equity (deficit) at June 30, 2012	$	(8,561	)	$	4,450,591		$	4,442,030

See accompanying notes to condensed financial statements

5F-3

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 12

(A California Limited Partnership)

CONDENSED STATEMENTS OF CASH FLOWS

For the ~~Nine~~Three Months Ended ~~December~~June 3130, ~~2011~~ 2012 and ~~2010~~2011

(Unaudited)

	2011			2010
	2012			2011
Cash flows from operating activities:
Net loss	$	(1956,~~419,182~~406	)	$	(~~863~~778,~~046~~059	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Amortization		3210,~~741~~051			3612,~~966~~322
Impairment loss		~~461~~738,~~442~~270			~~208~~461,~~217~~442
Equity in losses of Local Limited Partnerships		~~615~~167,~~794~~463			~~493~~260,~~249~~192
Increase in accrued fees and expenses due to General Partner and affiliates		~~156~~57,~~292~~700			9811,~~048~~221
Net cash used in operating activities		(152,913	)		(26,566	)
Net cash provided by (used in) operating activities		17,078			(32,882	)
Cash flows from investing activities:
Capital contributions paid to Local Limited Partnerships		-			(24,604	)
Distributions received from Local Limited Partnership		3,377			-
Distributions received from Local Limited Partnerships		6,323			-
Net cash provided by investing activities		3,377			-
Net cash provided by (used in) investing activities		6,323			(24,604	)
Net increase (decrease) in cash and cash equivalents		20,455			(32,882	)
Net decrease in cash and cash equivalents		(146,590	)		(51,170	)
Cash and cash equivalents, beginning of period		929,947			1,139,693
Cash and cash equivalents, beginning of period		1,139,693			1,200,840
Cash and cash equivalents, end of period	$	950,402		$	1,106,811
Cash and cash equivalents, end of period	$	993,103		$	1,149,670
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Taxes paid	$	-		$	-

See accompanying notes to condensed financial statements

6F-4

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 12

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the Quarterly Period Ended ~~December~~June 3130, ~~2011~~2012

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

The accompanying condensed unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q for quarterly reports under Section 13 or 15(d) of the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the ~~nine~~three months ended ~~December~~June 3130, ~~2011~~2012 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, ~~2012~~2013. For further information, refer to the financial statements and footnotes thereto included in the Partnership'’s annual report on Form 10-K for the fiscal year ended March 31, ~~2011~~2012.

Organization

WNC Housing Tax Credit Fund VI, L.P., Series 12 (the “Partnership”) is a California Limited Partnership formed under the laws of the State of California on July 17, 2003, and commenced operations on January 21, 2005. The Partnership was formed to acquire limited partnership interests in other limited partnerships ("“Local Limited Partnerships"”) which own multi-family housing complexes (“Housing Complexes”) that are eligible for Federal low income housing tax credits (“Low Income Housing Tax Credits”). The local general partners (the “Local General Partners”) of each Local Limited Partnership retain responsibility for maintaining, operating and managing the Housing Complex. Each Local Limited Partnership is governed by its agreement of limited partnership (the “Local Limited Partnership Agreement”).

The general partner of the Partnership is WNC National Partners, LLC. (~~the~~ “General Partner”). The general partner of the General Partner is WNC & Associates, Inc. (“Associates”). The chairman and the president of Associates own all of the outstanding stock of Associates. The business of the Partnership is conducted primarily through Associates as the General Partner and the Partnership have no employees of their own.

The Partnership shall continue in full force and effect until December 31, 2065, unless terminated prior to that date, pursuant to the partnership agreement or law.

The financial statements include only activity relating to the business of the Partnership, and do not give effect to any assets that the partners may have outside of their interests in the Partnership, or to any obligations, including income taxes, of the partners.

The Partnership Agreement authorized the sale of up to 25,000 units of limited partnership interest (“Partnership Units”) at $1,000 per Partnership Unit. The offering of Partnership Units has concluded, and 15,019 Partnership Units representing subscriptions in the amount of $15,009,365, net of dealer discounts of $5,600 and volume discounts of $4,035, had been accepted. The General Partner has a 0.1% interest in operating profits and losses, taxable income and losses, cash available for distribution from the Partnership and Low Income Housing Tax Credits of the Partnership. The investors (the “Limited Partners”) in the Partnership will be allocated the remaining 99.9% of these items in proportion to their respective investments.

7F-5

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 12

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Period Ended ~~December~~June 3130, ~~2011~~2012

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

The proceeds from the disposition of any of the Housing Complexes will be used first to pay debts and other obligations per the respective Local Limited Partnership Agreement. Any remaining proceeds will then be paid to the Partnership. The sale of a Housing Complex may be subject to other restrictions and obligations. Accordingly, there can be no assurance that a Local Limited Partnership will be able to sell its Housing Complex. Even if it does so, there can be no assurance that any significant amounts of cash will be distributed to the Partnership. Should such distributions occur, the Limited Partners will be entitled to receive distributions from the proceeds remaining after payment of Partnership obligations and funding reserves, equal to their capital contributions and their return on investment (as defined in the partnership agreement). The General Partner would then be entitled to receive proceeds equal to its capital contributions from the remainder. Any additional sale or refinancing proceeds will be distributed 90% to the Limited Partners (in proportion to their respective investments) and 10% to the General Partner.

Risks and Uncertainties

An investment in the Partnership and the Partnership’s investments in Local Limited Partnerships and their Housing Complexes are subject to risks. These risks may impact the tax benefits of an investment in the Partnership, and the amount of proceeds available for distribution to the Limited Partners, if any, on liquidation of the Partnership’s investments. Some of those risks include the following:

The Low Income Housing Tax Credits rules are extremely complicated. Noncompliance with these rules results in the loss of future Low Income Housing Tax Credits and the fractional recapture of Low Income Housing Tax Credits already taken. In most cases the annual amount of Low Income Housing Tax Credits that an individual can use is limited to the tax liability due on the person’s last $25,000 of taxable income. The Local Limited Partnerships may be unable to sell the Housing Complexes at a price which would result in the Partnership realizing cash distributions or proceeds from the transaction. Accordingly, the Partnership may be unable to distribute any cash to its Limited Partners. Low Income Housing Tax Credits may be the only benefit from an investment in the Partnership.

The Partnership has invested in a limited number of Local Limited Partnerships. Such limited diversity means that the results of operation of each single Housing Complex will have a greater impact on the Partnership. With limited diversity, poor performance of one Housing Complex could impair the Partnership’s ability to satisfy its investment objectives. Each Housing Complex is subject to mortgage indebtedness. If a Local Limited Partnership failed to pay its mortgage, it could lose its Housing Complex in foreclosure. If foreclosure were to occur during the first 15 years (the “Compliance Period”), the loss of any remaining future Low Income Housing Tax Credits, a fractional recapture of prior Low Income Housing Tax Credits, and a loss of the Partnership’s investment in the Housing Complex would occur. The Partnership is a limited partner or a non-managing member of each Local Limited Partnership. Accordingly, the Partnership will have very limited rights with respect to management of the Local Limited Partnerships. The Partnership will rely totally on the Local General Partners. Neither the Partnership’s investments in Local Limited Partnerships, nor the Local Limited Partnerships’ investments in Housing Complexes, are readily marketable. To the extent the Housing Complexes receive government financing or operating subsidies, they may be subject to one or more of the following risks: difficulties in obtaining tenants for the Housing Complexes; difficulties in obtaining rent increases; limitations on cash distributions; limitations on sales or refinancing of Housing Complexes; limitations on transfers of interests in Local Limited Partnerships; limitations on removal of Local General Partners; limitations on subsidy programs; and possible changes in applicable regulations. Uninsured casualties could result in loss of property and Low Income Housing Tax Credits and recapture of Low Income Housing Tax Credits previously taken. The value of real estate is subject to risks from fluctuating economic conditions, including employment rates, inflation, tax, environmental, land use and zoning policies, supply and demand of similar properties, and neighborhood conditions, among others.

8F-6

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 12

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Period Ended ~~December~~June 3130, ~~2011~~2012

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

The ability of Limited Partners to claim tax losses from the Partnership is limited. The IRS may audit the Partnership or a Local Limited Partnership and challenge the tax treatment of tax items. The amount of Low Income Housing Tax Credits and tax losses allocable to the limited partners could be reduced if the IRS were successful in such a challenge. The alternative minimum tax could reduce tax benefits from an investment in the Partnership. Changes in tax laws could also impact the tax benefits from an investment in the Partnership and/or the value of the Housing Complexes.

The Partnership currently has insufficient working capital to fund its operations. Associates has agreed to continue providing advances sufficient enough to fund the operations and working capital requirements of the Partnership through ~~February~~November 2830, 2013.

Anticipated future and existing cash resources of the Partnership are not sufficient to pay existing liabilities of the Partnership. However, substantially all of the existing liabilities of the Partnership are payable to the General Partner and/or its affiliates. Though the amounts payable to the General Partner and/or its affiliates are contractually currently payable, the Partnership anticipates that the General Partner and/or its affiliates will not require the payment of these contractual obligations until capital reserves are in excess of the aggregate of then existing contractual obligations and then anticipated future foreseeable obligations of the Partnership. The Partnership would be adversely affected should the General Partner and/or its affiliates demand current payment of the existing contractual obligations and or suspend services for this or any other reason.

No trading market for the Partnership Units exists or is expected to develop. Limited Partners may be unable to sell their Partnership Units except at a discount and should consider their Partnership Units to be a long-term investment. Individual Limited Partners will have no recourse if they disagree with actions authorized by a vote of the majority of Limited Partners.

Exit Strategy

The Compliance Period for a Housing Complex is generally 15 years following construction or rehabilitation completion. Associates was one of the first in the industry to offer syndicated investments in Low Income Housing Tax Credits. The initial programs have completed their Compliance Periods.

Upon the sale of a Local Limited Partnership interest or Housing Complex after the end of the Compliance Period, there would be no recapture of Low Income Housing Tax Credits. A sale prior to the end of the Compliance Period could result in recapture if certain conditions are not met. None of the Housing Complexes have completed their 15-year Compliance Period.

With that in mind, the General Partner is continuing its review of the Housing Complexes. The review considers many factors, including extended use requirements (such as those due to mortgage restrictions or state compliance agreements), the condition of the Housing Complexes, and the tax consequences to the Limited Partners from the sale of the Housing Complexes.

Upon identifying those Housing Complexes with the highest potential for a successful sale, refinancing or re-syndication, the Partnership expects to proceed with efforts to liquidate them. The objective is to maximize the Limited Partners’ return wherever possible and, ultimately, to wind down the Partnership as Low Income Housing Tax Credits are no longer available. Local Limited Partnership interests may be disposed of any time by the General Partner in its discretion. While liquidation of the Housing Complexes continues to be evaluated, the dissolution of the Partnership was not imminent as of ~~December~~June 3130, ~~2011~~2012.

9Subsequent to the quarter ended June 30, 2012, the Partnership sold its Local Limited Partnership Interest in Saltgrass Landing Apartments, LTD (“Saltgrass”). Saltgrass was appraised with a value of $260,000. The outstanding mortgage as of December 31, 2011 was approximately $1,219,501. The Local Limited Partnership Interest was sold for $294,646. The Partnership has incurred $647 in sales related expenses which will be netted against the proceeds from the sale in calculating the gain on the sale. The Partnership is currently looking to reinvest the net sales proceeds in Local Limited Partnerships so the Limited Partners can receive additional Low Income Housing Tax Credits (LIHTCs). Since Saltgrass never delivered its LIHTC’s there is no risk of recapture, but the Partnership’s intent is to acquire additional credits for the Limited Partners. See Note 2 below for a full description of the issues related to Saltgrass.

F-7

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 12

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Period Ended ~~December~~June 3130, ~~2011~~2012

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Method of Accounting for Investments in Local Limited Partnerships

The Partnership accounts for its investments in Local Limited Partnerships using the equity method of accounting, whereby the Partnership adjusts its investment balance for its share of the Local Limited Partnerships’ results of operations and for any contributions made and distributions received. The Partnership reviews the carrying amount of an individual investment in a Local Limited Partnership for possible impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of such investment may not be recoverable. Recoverability of such investment is measured by the estimated value derived by management, generally consisting of the sum of the remaining future Low Income Housing Tax Credits estimated to be allocable to the Partnership and the estimated residual value to the Partnership. If an investment is considered to be impaired,, the Partnership reduces the carrying value of its investment in any such Local Limited Partnership. The accounting policies of the Local Limited Partnerships, generally, are expected to be consistent with those of the Partnership. ~~Costs~~ Costs incurred by the Partnership in acquiring the investments were capitalized as part of the investment and ~~are~~were being amortized over 27.5 years (see Note 2).

“Equity in losses of Local Limited Partnerships” for each of the periods ended ~~December~~June 3130, ~~2011~~2012 and ~~2010~~2011 has been recorded by the Partnership. Management’s estimate for the three ~~and nine~~ month periods is based on either actual unaudited results reported by the Local Limited Partnerships or historical trends in the operations of the Local Limited Partnerships. ~~Equity~~ Equity in losses from the Local Limited Partnerships allocated to the Partnership are not recognized to the extent that the investment balance would be adjusted below zero. If the Local Limited Partnerships report net income in future years, the Partnership will resume applying the equity method only after its share of such net income equals the share of net losses not recognized during the period(s) the equity method was suspended (see Note 2).

In accordance with the accounting guidance for the consolidation of variable interest entities, the Partnership determines when it should include the assets, liabilities, and activities of a variable interest entity (VIE) in its financial statements, and when it should disclose information about its relationship with a VIE. The analysis that must be performed to determine which entity should consolidate a VIE focuses on control and economic factors. A VIE is a legal structure used to conduct activities or hold assets, which must be consolidated by a company if it is the primary beneficiary because it has (1) the power to direct the activities of the VIE that most significantly impact the VIE'’s economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the guidance requires continual reconsideration of the primary beneficiary of a VIE.

Based on this guidance, the Local Limited Partnerships in which the Partnership invests meet the definition of a VIE because the owners of the equity at risk in these entities do not have the power to direct their operations. However, management does not consolidate the Partnership'’s interests in these VIEs, as it is not considered to be the primary beneficiary since it does not have the power to direct the activities that are considered most significant to the economic performance of these entities. The Partnership currently records the amount of its investment in these Local Limited Partnerships as an asset on its balance sheets, recognizes its share of partnership income or losses in the statements of operations, and discloses how it accounts for material types of these investments in its financial statements. The Partnership'’s balance in investment in Local Limited Partnerships, plus the risk of recapture of tax credits previously recognized on these investments, represents its maximum exposure to loss. The Partnership'’s exposure to loss on these Local Limited Partnerships is mitigated by the condition and financial performance of the underlying Housing Complexes as well as the strength of the Local General Partners and their guarantee against credit recapture to the investors in the Partnership.

Distributions received by the Partnership are accounted for as a reduction of the investment balance. Distributions received after the investment has reached zero are recognized as distribution income. As of ~~December~~June 3130, ~~2011~~2012, three investment accounts in Local Limited Partnerships had reached a zero balance.

10F-8

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 12

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Period Ended ~~December~~June 3130, ~~2011~~2012

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

Cash and Cash Equivalents

The Partnership considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. As of ~~December~~June 3130, ~~2011,~~2012 and March 31, ~~2011~~2012, the Partnership had cash equivalents of ~~approximately~~ $0947,972 and $1927,~~070~~517,~~000,~~ respectively.

Concentration of Credit Risk

For all periods presented, the Partnership maintained cash and cash equivalent balances at certain financial institutions in excess of the federally insured maximum. The Partnership believes it is not exposed to any significant financial risk on cash and cash equivalents.

Reporting Comprehensive Income

The Partnership had no items of other comprehensive income for all periods presented.

Income Taxes

The Partnership has elected to be treated as a pass-through entity for income tax purposes and, as such, is not subject to income taxes. Rather, all items of taxable income, deductions and tax credits are passed through to and are reported by its owners on their respective income tax returns. The Partnership’s federal tax status as a pass-through entity is based on its legal status as a partnership. Accordingly, the Partnership is not required to take any tax positions in order to qualify as a pass-through entity. The Partnership is required to file and does file tax returns with the Internal Revenue Service and other taxing authorities. Accordingly, these financial statements do not reflect a provision for income taxes and the Partnership has no other tax positions which must be considered for disclosure.

Net Loss Per Partnership Unit

Net loss per Partnership Unit includes no dilution and is computed by dividing loss available to Limited Partners by the weighted average number of Partnership Units outstanding during the period. Calculation of diluted net loss per Partnership Unit is not required.

Revenue Recognition

The Partnership is entitled to receive reporting fees from the Local Limited Partnerships. The intent of the reporting fees is to offset (in part) administrative costs incurred by the Partnership in corresponding with the Local Limited Partnerships. Due to the uncertainty of the collection of these fees, the Partnership recognizes reporting fees as collections are made.

11F-9

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 12

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Period Ended ~~December~~June 3130, ~~2011~~2012

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Amortization

Acquisition fees and costs ~~are~~were being amortized over 27.5 years using the straight-line method. Amortization expense for the ~~nine~~three months ended ~~December~~June 3130, ~~2011~~2012 and ~~2010~~2011 was $3210,~~741and~~051 and $3612,~~966~~322, respectively.

Reclassification

Certain reclassifications have been made to the 2010 condensed financial statements to be consistent with the 2011 presentation.

Impairment

The Partnership reviews its investments in Local Limited Partnership for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of such investments may not be recoverable. Recoverability is measured by a comparison of the carrying amount of the investment to the sum of the total amount of the remaining Low Income Housing Tax Credits allocated to the Partnership and any estimated residual value of the investment. For the ~~nine~~three months ended ~~December~~June 3130, ~~2011~~2012 and ~~2010~~ 2011, impairment loss related to investments in Local Limited Partnerships was $~~266~~296,~~001~~426 and $~~208~~266,~~217~~001, respectively.

The Partnership also evaluates its intangibles for impairment in connection with its investments in Local Limited Partnerships. Impairment on the intangibles is measured by comparing the Partnership’s total investment balance after impairment of investments in Local Limited Partnerships to the sum of the total of remaining Low Income Housing Tax Credits allocated to the Partnership and the estimated residual value of the investment. For the ~~nine~~three months ended ~~December~~June 3130, ~~2011~~2012 and ~~2010~~2011, impairment loss of $~~195,~~441 ,844 and $0195,441, respectively, was recorded against the related intangibles.

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 12

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Period Ended December 31, 2011

(Unaudited)

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS

As of ~~December~~June 3130, ~~2011~~2012 and March 31, ~~2011~~2012, the Partnership had acquired limited partnership interests in 10 Local Limited Partnerships, each of which owns one Housing Complex, consisting of an aggregate of 550 apartment units. The respective Local General Partners of the Local Limited Partnerships manage the day to day operations of the entities. Significant Local Limited Partnership business decisions, as defined, require approval from the Partnership. The Partnership, as a Limited Partner, is generally entitled to 99.98%, as specified in the Local Limited Partnership Agreements, of the operating profits and losses, taxable income and losses, and tax credits of the Local Limited Partnerships.

~~The following is a summary of the equity method activity of the investments in Local Limited Partnerships for the periods presented below:~~F-10

	For the Nine Months Ended December 31, 2011			For the Year Ended March 31, 2011
Investments per balance sheet, beginning of period	$	7,118,320		$	8,026,278
Impairment loss		(461,442	)		(208,217	)
Equity in losses of Local Limited Partnerships		(615,794	)		(650,453	)
Distributions received from Local Limited Partnerships		(6,323	)		-
Amortization of paid acquisition fees and costs		(32,706	)		(49,148	)
Amortization of warehouse interest and costs		(35	)		(140	)
Investments per balance sheet, end of period	$	6,002,020		$	7,118,320

	For the Nine Months Ended December 31, 2011		For the Year Ended March 31, 2011
Investments in Local Limited Partnerships, net	$	5,148,217	$	6,036,335
Acquisition fees and costs, net of accumulated amortization of $20,419 and $273,508		853,803		1,081,985
Investments per balance sheet, end of period	$	6,002,020	$	7,118,320

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 12

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Period Ended ~~December~~June 3130, ~~2011~~2012

(Unaudited)

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued

~~Selected~~The following ~~financial~~is ~~information~~a ~~for~~summary ~~the~~of ~~nine months ended December 31, 2011 and 2010 from~~ the ~~unaudited~~equity ~~combined~~method ~~condensed~~activity ~~financial statements~~ of the investments in Local Limited Partnerships infor ~~which~~ the ~~Partnership~~periods ~~has invested is as follows~~presented below:

	For the Three Months Ended June 30, 2012			For the Year Ended March 31, 2012
Investments per balance sheet, beginning of period	$	5,944,076		$	7,118,320
Impairment loss		(738,270	)		(461,442	)
Equity in losses of Local Limited Partnerships		(167,463	)		(669,844	)
Amortization of paid acquisition fees and costs		(10,051	)		(42,923	)
Amortization of warehouse interest and costs		-			(35	)
Distributions received from Local Limited Partnerships		(3,377	)		-
Investments per balance sheet, end of period	$	5,024,915		$	5,944,076

	For the Three Months Ended June 30, 2012		For the Year Ended March 31, 2012
Investments in Local Limited Partnerships, net	$	4,633,224	$	5,100,490
Acquisition fees and costs, net of accumulated amortization of $0 and $30,636		391,691		843,586
Investments per balance sheet, end of period	$	5,024,915	$	5,944,076

Selected financial information for the three months ended June 30, 2012 and 2011 from the unaudited combined condensed financial statements of the Local Limited Partnerships in which the Partnership has invested is as follows:

COMBINED CONDENSED STATEMENTS OF OPERATIONS

	2011			2010
	2012			2011
Revenues	$	2873,~~526,~~000		$	2842,~~523,~~000
Expenses:
Interest expense		~~690~~215,000			~~694~~230,000
Depreciation and amortization		~~849~~275,000			~~850~~283,000
Operating expenses		1588,~~644,~~000			1548,~~575,~~000
Total expenses		31,~~183~~078,000			31,~~119~~061,000
Net loss	$	(~~657~~205,000	)	$	(~~596~~219,000	)
Net loss allocable to the Partnership	$	(~~657~~204,000	)	$	(~~595~~219,000	)
Net loss recorded by the Partnership	$	(~~616~~167,000	)	$	(~~493~~260,000	)

Certain Local Limited Partnerships incurred operating losses and/or have working capital deficiencies. In the event these Local Limited Partnerships continue to incur significant operating losses, additional capital contributions by the Partnership and/or the Local General Partners may be required to sustain the operations of such Local Limited Partnerships. If additional capital contributions are not made when they are required, the Partnership's investment in certain of such Local Limited Partnerships could be impaired, and the loss and recapture of the related Low Income Housing Tax Credits could occur.F-11

Troubled Housing Complexes

During the period from January 21, 2005 (date operations commenced) through March 31, 2005, the Partnership acquired a Local Limited Partnership interest in Marfa Villa, LTD (“Marfa”). During the year ended March 31, 2006, the Partnership acquired a Local Limited Partnership interest in Saltgrass Landing Apartments, LTD (“Saltgrass”). The Partnership acquired the Local Limited Partnership interests in Marfa and Saltgrass for $246,409 and $733,552, respectively. Upon acquisition, it was expected that Marfa and Saltgrass would generate Low Income Housing Tax Credits amounting to $324,320 and $940,640, respectively. Marfa and Saltgrass are managed by the same third party management company and have the same Local General Partner. Both Housing Complexes were acquisition rehabilitation projects. Additionally, both Housing Complexes have not delivered any Low Income Housing Tax Credits to date due to the fact that the rehabilitation work on the Housing Complexes was not completed within the allowable timeframe required by the Texas Department of Housing Community Affairs (“TDHCA”).

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 12

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Period Ended ~~December~~June 3130, ~~2011~~2012

(Unaudited)

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued

Certain Local Limited Partnerships incurred operating losses and/or have working capital deficiencies. In the event these Local Limited Partnerships continue to incur significant operating losses, additional capital contributions by the Partnership and/or the Local General Partners may be required to sustain the operations of such Local Limited Partnerships. If additional capital contributions are not made when they are required, the Partnership’s investment in certain of such Local Limited Partnerships could be impaired, and the loss and recapture of the related Low Income Housing Tax Credits could occur.

Troubled Housing Complexes

During 2010 TDHCA notified the Local General Partner and the Partnership that the Low Income Housing Tax Credits for both of these Housing Complexes were forfeited and could not be claimed. TDHCA has stated that the proper paperwork was not filed with the agency as proof that the rehabilitation work was completed on the Housing Complexes, and therefore Form 8609’s were not and will not be issued for either Housing Complex. After multiple conversations between the Local General Partner and the Partnership, a draft settlement structure was agreed to by all parties. Upon the settlement agreement being routed for signatures, the Local General Partner decided that he did not agree to the terms of the agreement and accordingly, refused to sign the agreement. The Partnership called for an all partners meeting, which took place on July 12, 2011. At the meeting, a vote was taken to remove the Local General Partner. In accordance with the Local Limited Partnership Agreements, the limited partner has the right to remove the Local General Partner for nonperformance. The limited partner voted in favor of removing the Local General Partner, with that vote making up 99.98% of the total votes. The Local General Partner has challenged such removal. Even though a majority was in favor of removal, since the Local General Partner is contesting the removal, he is still legally the Local General Partner. While the Local General Partner challenges this proposed removal, he remains the active Local General Partner and his management company continues to manage the Housing Complexes.

A lawsuit has been filed against the Local General Partner and the entity owned by the Local General Partner in Travis County District Court on Marfa for specific performance to turn over the necessary documents so that the cost certification can be completed. No lawsuit has been filed against the Local General Partner and the entity owned by the Local General Partner for the Housing Complex to cause his removal. The Local General Partner has not filed the cost certification with Rural Development or TDHCA. The limited partner has been attempting for some time to gather the information and was left with no alternative but to file a lawsuit to compel the Local General Partner to cooperate. In fact, the Local General Partner claimed he had provided all necessary documentation early this year. However, when the CPAs diligently organized the boxes they were provided from the Local General Partner, it was clear that not all information was provided. Once the Local General Partner consulted with legal counsel, the CPA’s were provided with a substantial amount of support. Once the General Partner is replaced, it is the intent that the replacement management company and replacement Local General Partner will submit the 8609 package to TDHCA for the Low Income Housing Tax Credits.

A lawsuit has been filed against the Local General Partner and the entity owned by the Local General Partner in Travis County District Court on Saltgrass for breach of contract for failing to obtain the Low Income Housing Tax Credits as contemplated in the respective partnership agreement and by failing to reF-purchase the limited partner interests which the Partnership holds as required by the Local Limited Partnership Agreement for Saltgrass. No lawsuit has been filed against the Local General Partner and the entity owned by the Local General Partner for the Housing Complexes to cause his removal. Once the General Partner is replaced, the intent is to sell the Local Limited Partnership to try and recover a portion of the original capital investment and purchase replacement Low Income Housing Tax Credits.12

Management of the Partnership deems the Partnership’s investments in Marfa and Saltgrass to be impaired due to the loss of all Low Income Housing Tax Credit associated with these Housing Complexes. As of March 31, 2006, the Partnership had paid $147,875 of the $246,409 of capital contributions to be paid to Marfa per the Local Limited Partnership Agreement, with the balance of $98,534 being fully paid to the Local Limited Partnership as of March 31, 2011. As of March 31, 2006, the Partnership had recorded $14,898 of equity in losses of Marfa, and therefore an impairment loss of $231,511 was recorded against the Partnership’s investment in Marfa during the year ended March 31, 2006, thus reducing the Partnership’s investment in this Local Limited Partnership to $0. As of March 31, 2006, the Partnership had paid $550,247 of the $733,552 of capital contributions to be paid to Saltgrass per the Local Limited Partnership Agreement. As a result of the Low Income Housing Tax Credits not being delivered for this Housing Complex, management of the Partnership had deemed that the Partnership is not liable to fund, and will not fund, the remaining capital contributions of $183,305. As of March 31, 2006, the Partnership had recorded $43,980 of equity in losses of Saltgrass, and therefore an impairment loss of $506,267 was recorded against the Partnership’s investment in Saltgrass during the year ended March 31, 2006, thus reducing the Partnership’s investment in this Local Limited Partnership to $0.

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 12

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Period Ended ~~December~~June 3130, ~~2011~~2012

(Unaudited)

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued

A lawsuit has been filed against the Local General Partner and the entity owned by the Local General Partner in Travis County District Court on Saltgrass for breach of contract for failing to obtain the Low Income Housing Tax Credits as contemplated in the respective partnership agreement and by failing to re-purchase the limited partner interests which the Partnership holds as required by the Local Limited Partnership Agreement for Saltgrass. No lawsuit has been filed against the Local General Partner and the entity owned by the Local General Partner for the Housing Complexes to cause his removal. Once the General Partner is replaced, the intent is to sell the Local Limited Partnership to try and recover a portion of the original capital investment and purchase replacement Low Income Housing Tax Credits.

Management of the Partnership deems the Partnership’s investments in Marfa and Saltgrass to be impaired due to the loss of all Low Income Housing Tax Credit associated with these Housing Complexes. As a result of the Low Income Housing Tax Credits not being delivered for this Housing Complex, management of the Partnership had deemed that the Partnership is not liable to fund, and will not fund the remaining capital contributions. As of March 31, 2006, these investments in Local Limited Partnerships were reduced to $0.

NOTE 3 - RELATED PARTY TRANSACTIONS

Under the terms of the partnership agreement, the Partnership has paid or is obligated to the General Partner or its affiliates for the following fees:

(a) Acquisition fees of 7% of the gross proceeds from the sale of Partnership Units as compensation for services rendered in connection with the acquisition of Local Limited Partnerships. As of all periods presented, the Partnership incurred cumulative acquisition fees of $1,051,330, which have been included in investments in Local Limited Partnerships. Accumulated amortization of these capitalized costs was $~~19,112~~0 and $~~211~~28,~~895~~668 as of ~~December~~June 3130, ~~2011~~2012 and March 31, ~~2011~~2012, respectively. Impairment on the intangibles is measured by comparing the Partnership’s total investment balance after impairment of investments in Local Limited Partnerships to the sum of the total of the remaining Low Income Housing Tax Credits allocated to the Partnership and the estimated residual value of the investments. If an impairment loss related to the acquisition fees is recorded, the accumulated amortization is reduced to zero at that time.

(b) Acquisition costs of 2% of the gross proceeds from the sale of Partnership Units as reimbursement of costs incurred by of the General Partner or by an affiliate of Associates in connection with the acquisition of Local Limited Partnerships. As of all periods presented, the Partnership incurred cumulative acquisition costs of $300,380, which have been included in investments in Local Limited Partnerships. Accumulated amortization of these capitalized costs was $~~1,307~~0 and $601,~~762~~968 as of ~~December~~June 3130, ~~2011~~2012 and March 31, ~~2011~~2012, respectively. Impairment on the intangibles is measured by comparing the Partnership’s total investment balance after impairment of investments in Local Limited Partnerships to the sum of the total of the remaining Low Income Housing Tax Credits allocated to the Partnership and the estimated residual value of the investments. If an impairment loss related to the acquisition ~~fees~~costs is recorded, the accumulated amortization is reduced to zero at that time. As of June 30, 2012, these costs were fully amortized or impaired.

(c) An annual asset management fee not to exceed 0.5% of the invested assets of the Partnership, as defined. “Invested Assets” means the sum of the Partnership’s investment in Local Limited Partnership interests and the Partnership’s allocable share of mortgage loans on and other debts related to the Housing Complexes owned by such Local Limited Partnerships. Asset management fees of $~~125~~41,~~046~~682 were incurred during each of the ~~nine~~three months ended ~~December~~June 3130, ~~2011~~2012 and ~~2010~~2011. The Partnership paid the General Partner or its affiliates $0 and $25,000 of those fees during ~~each of~~ the ~~nine~~three months ended ~~December~~June 3130, ~~2011~~2012 and ~~2010~~2011, respectively.

(d) A subordinated disposition fee in an amount equal to 1% of the sale price of real estate sold by the Local Limited Partnerships. Payment of this fee is subordinated to the Limited Partners receiving distributions equal to their capital contributions and their return on investment (as defined in the Partnership Agreement) and is payable only if services are rendered in the sales effort. No such fee was incurred for all periods presented.F-13

(e) The Partnership reimburses the General Partner or its affiliates for operating expenses incurred on behalf of the Partnership. Operating expense reimbursements were $17,461 and $13,409 during the nine months ended December 31, 2011 and 2010, respectively.

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 12

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Period Ended ~~December~~June 3130, ~~2011~~2012

(Unaudited)

NOTE 3 - RELATED PARTY TRANSACTIONS, continued

(fd) ~~WNC~~A ~~Holding,~~subordinated ~~LLC~~disposition ~~(“Holding”),~~fee ~~a wholly owned subsidiary of Associates, acquires investments~~ in ~~Local~~an ~~Limited~~amount ~~Partnerships~~equal ~~using funds from a secured warehouse line of credit. Such investments are warehoused by Holding until transferred~~ to ~~syndicated~~1% ~~partnerships as investors are identified. The transfer~~ of the ~~warehoused~~sale ~~investments~~price ~~is typically achieved through the admittance~~ of ~~the~~real ~~syndicated~~estate ~~partnership~~sold asby the ~~Limited Partner of the~~ Local Limited ~~Partnership~~Partnerships. ~~and~~Payment ~~the removal~~ of ~~Holding~~this asfee ~~the~~is ~~Limited~~subordinated ~~Partner. Consideration paid~~ to ~~Holding for~~ the ~~transfer of its interest in the Local~~ Limited ~~Partnership~~Partners ~~generally~~receiving ~~consists~~distributions ofequal ~~cash reimbursement of capital contribution installment(s) paid~~ to ~~the~~their ~~Local Limited Partnerships by Holding, assumption of the remaining~~ capital contributions ~~payable due to the Local Limited Partnership~~ and ~~financing~~their ~~costs~~return ~~and~~on ~~interest~~investment ~~charged~~(as bydefined ~~Holding.~~in ~~As of all periods presented,~~ the Partnership ~~incurred~~Agreement) ~~cumulative financing costs of $2,511~~ and interest of $1,272 which are included in investments in Local Limited Partnerships. The accumulated amortization of these financing costs and interest was $0 and $851 as of December 31, 2011 and March 31, 2011, respectively. Impairment on the intangibles is ~~measured~~payable byonly ~~comparing~~if ~~the~~services ~~Partnership’s~~are ~~total~~rendered ~~investment balance after impairment of investments~~ in ~~Local Limited Partnerships to~~ the ~~sum~~sales ~~of the total of the remaining Low Income Housing Tax Credits allocated to the Partnership and the estimated residual value of the investments~~effort. IfNo ansuch ~~impairment~~fee ~~loss~~was ~~related~~incurred tofor ~~the~~all ~~acquisition~~periods ~~expenses is recorded, the accumulated amortization is reduced to zero at that time~~presented. ~~As of December 31, 2011, the financing costs and interest were fully amortized or impaired.~~

(e)

The Partnership reimburses the General Partner or its affiliates for operating expenses incurred on behalf of the Partnership. Operating expense reimbursements were $0 and $11,430 during the three months ended June 30, 2012 and 2011, respectively.

(f)

WNC Holding, LLC (“Holding”), a wholly owned subsidiary of Associates, acquires investments in Local Limited Partnerships using funds from a secured warehouse line of credit. Such investments are warehoused by Holding until transferred to syndicated partnerships as investors are identified. The transfer of the warehoused investments is typically achieved through the admittance of the syndicated partnership as the Limited Partner of the Local Limited Partnership and the removal of Holding as the Limited Partner. Consideration paid to Holding for the transfer of its interest in the Local Limited Partnership generally consists of cash reimbursement of capital contribution installment(s) paid to the Local Limited Partnerships by Holding, assumption of the remaining capital contributions payable due to the Local Limited Partnership and financing costs and interest charged by Holding. As of all periods presented, the Partnership incurred cumulative financing costs of $2,511 and interest of $1,272 which are included in investments in Local Limited Partnerships. The accumulated amortization of these financing costs and interest was $0 and $0 as of June 30, 2012 and March 31, 2012, respectively. Impairment on the intangibles is measured by comparing the Partnership’s total investment balance after impairment of investments in Local Limited Partnerships to the sum of the total of the remaining Low Income Housing Tax Credits allocated to the Partnership and the estimated residual value of the investments. If an impairment loss related to the acquisition expenses is recorded, the accumulated amortization is reduced to zero at that time. As of June 30, 2012, the financing costs and interest were fully amortized or impaired.

The accrued fees and expenses due to General Partner and affiliates consisted of the following at:

	December 31, 2011		March 31, 2011
	June 30, 2012		March 31, 2012
Asset management fee payable	$	~~799~~882,~~230~~594	$	~~699~~840,~~184~~912
Expenses paid by the General Partner or an affiliate on behalf of the Partnership		6125,~~874~~798		59,~~628~~780
Total	$	~~861~~908,~~104~~392	$	~~704~~850,~~812~~692

The General Partner and/or its affiliates do not anticipate that these accrued fees will be paid in full until such time as capital reserves are in excess of future foreseeable working capital requirements of the Partnership.

NOTE 4 - PAYABLES TO LOCAL LIMITED PARTNERSHIPS

Payables to Local Limited Partnerships amounting to $624,895 at both ~~December~~June 3130, ~~2011~~2012 and March 31, ~~2011~~2012, represent amounts which are due at various times based on conditions specified in the respective Local Limited Partnership Agreements. These contributions are payable in installments and are generally due upon the Local Limited Partnerships achieving certain development and operating benchmarks (generally within two years of the Partnership'’s initial investment). The payables to Local Limited Partnerships are subject to adjustment in certain circumstances.

17NOTE 5 - SUBSEQUENT EVENTS

~~Item~~Subsequent 2to the quarter ended June 30, 2012, the Partnership sold its Local Limited Partnership Interest in Saltgrass Landing Apartments, LTD (“Saltgrass”). ~~Management'~~ Saltgrass was appraised with a value of $260,000. The outstanding mortgage as of December 31, 2011 was approximately $1,219,501. The Local Limited Partnership Interest was sold for $294,646. The Partnership has incurred $647 in sales related expenses which will be netted against the proceeds from the sale in calculating the gain on the sale. The Partnership is currently looking to reinvest the net sales proceeds in Local Limited Partnerships so the Limited Partners can receive additional Low Income Housing Tax Credits (LIHTCs). Since Saltgrass never delivered its LIHTC’s ~~Discussion~~there ~~and~~is ~~Analysis~~no risk of ~~Financial~~recapture, ~~Condition~~but ~~and~~the ~~Results~~Partnership’s intent is to acquire additional credits for the Limited Partners. See Note 2 above for a full description of ~~Operations~~the issues related to Saltgrass.

F-14

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

Forward Looking Statements

With the exception of the discussion regarding historical information, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other discussions elsewhere in this Form 10-Q contain forward looking statements. Such statements are based on current expectations subject to uncertainties and other factors which may involve known and unknown risks that could cause actual results of operations to differ materially from those projected or implied. Further, certain forward-looking statements are based upon assumptions about future events which may not prove to be accurate.

Risks and uncertainties inherent in forward looking statements include, but are not limited to, the Partnership’s future cash flows and ability to obtain sufficient financing, level of operating expenses, conditions in the Low Income Housing Tax Credit property market and the economy in general, as well as legal proceedings. Historical results are not necessarily indicative of the operating results for any future period.

Subsequent written and oral forward looking statements attributable to the Partnership or persons acting on its behalf are expressly qualified in their entirety by cautionary statements in this Form 10-Q and in other reports filed with the Securities and Exchange Commission.

The following discussion and analysis compares the results of operations for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2011~~2012 and ~~2010~~2011, and should be read in conjunction with the condensed financial statements and accompanying notes included within this report.

Financial Condition

The Partnership’s assets at ~~December~~June 3130, ~~2011~~2012 consisted of $~~993~~950,000 in cash and cash equivalents and aggregate investments in ten Local Limited Partnerships of $65,~~002~~025,000. Liabilities at ~~December~~June 3130, ~~2011~~2012 consisted of $~~861~~908,000 of accrued fees and expenses due to General Partner and affiliates and $625,000 of payables to Local Limited Partnerships.

Results of Operations

Three Months Ended ~~December~~June 3130, ~~2011~~2012 Compared to Three Months Ended ~~December~~June 3130, ~~2010~~2011 The Partnership'’s net loss for the three months ended June ~~December 31~~30, ~~2011~~2012 was $(~~287~~956,000), reflecting an increase of approximately $(70178,000) from the net loss of $(~~217~~778,000) for the three months ended ~~December~~June 3130, ~~2010~~2011. ~~There~~The ~~was~~impairment aloss increased by $(44277,000) ~~increase~~for inthe ~~legal~~three ~~and~~months ~~accounting~~ended ~~fees~~June ~~for~~30, ~~the~~2012 compared to the three months ended ~~December~~June 3130, 2011. ~~due~~The impairment loss can vary each year depending on the annual decrease in Low Income Housing Tax Credits allocated to the ~~timing~~Partnership ofcompared to the ~~accounting~~current ~~work~~net ~~performed. Equity~~investment inbalance ~~losses~~that ofis being carried for the particular Local Limited Partnerships ~~increased~~and bythe related intangibles. There was also a $~~(21~~2,000) ~~from~~decrease in amortization for the three months ended ~~December~~June 3130, ~~2010~~2012 due to the ~~operations~~fact ofthat intangibles were partially impaired during the ~~underlying Housing~~prior ~~Complexes~~year, ~~fluctuating~~thereby ~~from~~decreasing ~~period~~the tofuture amortization ~~period~~expense. The ~~outsourcing~~Partnership ~~expenses~~experienced ~~increased~~a by $(293,000) ~~for~~decrease ~~the~~in ~~three~~equity ~~months~~in ~~ended~~losses ~~December~~of ~~31,~~Local ~~2011~~Limited ~~due~~Partnerships. toThe ~~the~~equity in ~~Partnership~~losses ~~outsourcing~~of ~~certain~~Local ~~data~~Limited ~~management~~Partnerships can vary from year to ~~improve~~year ~~efficiency~~depending on the operations of the Local Limited Partnerships. ~~Amortization~~ There ~~decreased~~was bya $2(5,000) ~~due~~increase toin ~~the~~accounting ~~fact~~and ~~that~~legal ~~intangibles~~fees ~~were~~for ~~partially~~the ~~impaired~~three inmonths ~~the~~ended ~~prior~~June ~~quarter~~30, ~~thereby~~2012 ~~decreasing~~due to the ~~future~~timing ~~amortization~~of ~~expense~~the accounting work performed. ~~Other~~ ~~expenses~~The reporting fees increased by $(514,000) for the three months ended ~~December~~June 3130, ~~2011~~2012 compared to the three months ended ~~December~~June 3130, ~~2010~~2011. The reporting fees received from Local Limited Partnerships vary due to the fact that Local Limited Partnerships make payments to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment.

183

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

Nine Months Ended December 31, 2011 Compared to Nine Months Ended December 31, 2010 The Partnership's net loss for the nine months ended December 31, 2011 was $(1,419,000), reflecting an increase of approximately $(556,000) from the net loss of $(863,000) for the nine months ended December 31, 2010. The increase in net loss was largely due to an increase of $(253,000) in impairment loss for the nine months ended December 31, 2011 compared to the nine months ended December 31, 2010. The impairment loss can vary each year depending on the annual decrease in Low Income Housing Tax Credits allocated to the Partnership compared to the current net investment balance that is being carried for the particular Local Limited Partnerships. In addition, there was a $(163,000) increase in legal and accounting fees for the nine months ended December 31, 2011 due to the timing of the accounting work performed. Equity in losses of Local Limited Partnerships increased by $(123,000) from the nine months ended December 31, 2010 due to the operations of the underlying Housing Complexes fluctuating from period to period. The reporting fees decreased by $(6,000) for the nine months ended December 31, 2011 compared to the nine months ended December 31, 2010. Local Limited Partnerships pay reporting fees to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment. The outsourcing expenses increased by $(5,000) for the nine months ended December 31, 2011 due to the Partnership outsourcing data management to improve efficiency. The decrease in the cash balance resulted in the decrease of $(1,000) in the interest income for the nine months ended December 31, 2011. Amortization decreased by $4,000 due to the fact that intangibles were partially impaired in the prior quarter thereby decreasing the future amortization expense. Other expenses increased by $(9,000) for the nine months ended December 31, 2011 in comparison to the nine months ended Dec 31, 2010.

Capital Resources and Liquidity

~~Nine~~ Three Months Ended ~~December~~June 3130, ~~2011~~2012 Compared to ~~Nine~~Three Months Ended ~~December~~June 3130, ~~2010~~2011 ~~The~~Net ~~decrease in net~~ cash and cash equivalents ~~used~~provided during the three ~~nine~~ months ended ~~December~~June 3130, ~~2011~~2012 was $~~(147~~20,000), compared to ~~the decrease in~~ net cash and cash equivalents used during the ~~nine~~three months ended ~~December 31~~June 30, 2010 of $(5133,000). The Partnership reimbursed the General Partner or an affiliate for expenses paid on its behalf $~~(17~~11,000) during the ~~nine~~three months ended ~~December~~June 3130, 2011 compared to $~~(13,000)~~0 reimbursed during the ~~nine~~three months ended ~~December~~June 3130, ~~2010~~2012. ~~The~~ ~~Partnership received $(6~~Additionally,~~000)~~ during ~~less~~the ofthree ~~reporting~~months ~~fees~~ended ~~and~~June ~~distributions from~~30, ~~Local~~2012, ~~Limited~~the ~~Partnerships~~Partnership ~~during~~paid ~~the~~$0 ~~nine~~in ~~months~~accrued ~~ended~~asset ~~December~~management ~~31,~~fees ~~2011~~ compared to $(25,000) during the ~~nine~~three months ended ~~December~~June 3130, ~~2010~~2011. ~~The~~ ~~reporting~~Each ~~fees~~quarter ~~and~~the ~~distributions~~Partnership ~~received~~evaluates ~~from Local Limited Partnerships vary due to~~ the ~~fact~~cash ~~that~~position ~~Local~~and ~~Limited~~determines ~~Partnerships~~how ~~make~~much ~~payments~~of to the accrued ~~Partnership~~asset ~~when~~management ~~the~~fee ~~Local~~and ~~Limited~~operating ~~Partnerships’~~expense ~~cash~~reimbursements ~~flow~~ will ~~allow~~be ~~for~~paid ~~the~~to ~~payment. During~~ the ~~nine~~General ~~months~~Partner ~~ended~~or ~~December~~affiliates. ~~31,~~The ~~2010,~~Partnership received $~~(25~~14,000) more of ~~capital~~reporting ~~contributions~~fees ~~was~~from ~~paid to~~ Local Limited Partnerships ~~compared~~during tothe nothree ~~such~~months ~~payments~~ended ~~made~~June ~~during~~30, 2012 compared to the ~~nine~~three months ended ~~December~~June 3130, 2011. The ~~capital~~reporting ~~contributions~~fees ~~are~~received ~~paid~~from ~~when~~Local ~~certain~~Limited ~~benchmarks~~Partnerships ~~are~~vary ~~met. In~~due ~~addition,~~to ~~accounting~~the ~~fees~~fact ofthat ~~$(116,000)~~Local Limited ~~were~~Partnerships ~~paid~~make ~~directly~~payments to the ~~vendors~~Partnership ~~for~~when the ~~nine~~Local ~~months~~Limited ~~ended~~Partnerships’ ~~December~~cash ~~31,~~flow ~~2011. During~~will allow for the payment. ~~nine~~The ~~months~~Local ~~ended~~Limited ~~December~~Partnerships ~~31,~~received ~~2011~~$3,377 ~~the~~distributions ~~Partnership~~for ~~received $6,000~~the inthree ~~distributions~~months ~~from~~ended ~~Local~~June ~~Limited~~30, ~~Partnerships~~2012 ~~compared~~compare to $0 ~~during~~ for the ~~nine~~three ~~months~~month ended ~~December~~June 3130, ~~2010~~2011.

During the ~~nine~~three months ended ~~December~~June 3130, ~~2011~~2012, accrued payables, which consist primarily of related party asset management fees and advances due to the General Partner or ~~Affiliates~~affiliates, increased by $~~156~~58,000 as compared to March 31, ~~2011~~2012. The General Partner does not anticipate that these accrued fees &and advances will be paid until such time as capital reserves are in excess of foreseeable working capital requirements of the Partnership.

The Partnership expects its future cash flows, together with its net available assets as of ~~December~~June 3130, ~~2011~~2012, to be insufficient to meet all currently foreseeable future cash requirements. Associates ~~have~~has agreed to continue providing advances sufficient enough to fund the operations and working capital requirements of the Partnership through ~~February~~November 2830, 2013.

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

Recent Accounting Changes

In June ~~September 2006~~2009, the Financial Accounting Standards Board (~~the "~~FASB") issued an amendment to the accounting ~~guidance~~and disclosure requirements for the ~~Fair~~consolidation ~~Value~~of ~~Measurements,~~variable ~~which~~interest ~~defines~~entities ~~fair~~(VIEs). ~~value,~~The ~~establishes~~amended aguidance ~~framework~~modified ~~for~~the ~~measuring~~consolidation ~~fair~~model ~~value~~to one based on control and ~~expands~~economics, ~~disclosure~~and ~~about~~replaced ~~fair~~quantitative ~~value~~primary ~~measurements~~beneficiary analysis with a qualitative analysis. ~~This~~The ~~guidance~~primary isbeneficiary of ~~effective~~a ~~for~~VIE ~~financial~~will ~~statements~~be ~~issued~~the ~~for~~entity ~~fiscal~~that ~~years~~has ~~beginning~~(1) ~~after~~the ~~November~~power ~~15,~~to ~~2007~~direct ~~and~~the ~~shall~~activities beof ~~applied~~the ~~prospectively~~VIE ~~except~~that ~~for~~most ~~very~~significantly ~~limited~~impact ~~transactions.~~the InVIE’s economic ~~February~~performance ~~2008,~~and (2) the ~~FASB~~obligation ~~delayed~~to ~~for~~absorb ~~one~~losses ~~year~~or ~~implementation~~receive ofbenefits ~~the~~that ~~guidance~~could aspotentially itbe ~~pertains~~significant to ~~certain~~the VIE. ~~non-financial~~If ~~assets~~multiple ~~and~~unrelated ~~liabilities.~~parties ~~The~~share ~~Partnership~~such ~~adopted~~power, ~~U.S.~~as ~~generally~~defined, ~~accepted~~no ~~accounting~~party ~~principles~~will ~~("GAAP")~~be ~~for~~required ~~Fair~~to ~~Value~~consolidate ~~Measurements~~the ~~effective April~~VIE. 1Further, ~~2008,~~the amended ~~except~~guidance asrequires itcontinual ~~applies~~reconsideration toof ~~those~~the ~~non-financial~~primary ~~assets~~beneficiary of a VIE and ~~liabilities,~~adds an additional reconsideration event for ~~which~~determination ~~the~~of ~~effective~~whether ~~date~~an ~~was~~entity ~~April~~is 1a VIE. Additionally, ~~2009~~the amendment requires enhanced and expanded disclosures around VIEs. ~~The~~This ~~Partnership~~amendment ~~has~~was ~~determined~~effective ~~that~~for fiscal years beginning after November 15, 2009. The adoption of this guidance ~~had~~on April no1, 2010 did not have a material ~~impact~~effect on the Partnership’s financial statements.

In May ~~November 2008~~2011, the FASB issued ~~accounting~~an ~~guidance~~update onto ~~Equity~~existing ~~Method~~guidance ~~Investment~~related ~~Accounting~~to ~~Considerations~~fair ~~that~~value ~~addresses~~measurements on how ~~the~~to ~~initial~~measure ~~carrying~~fair value ofand anwhat disclosures ~~equity~~to ~~method~~provide ~~investment~~about ~~should~~fair bevalue ~~determined,~~measurements. ~~how~~For anfair ~~impairment~~value ~~assessment~~measurements ofcategorized anas ~~underlying~~level ~~indefinite-lived~~3, ~~intangible~~a ~~asset~~reporting ofentity ~~an equity method investment~~ should disclose bequantitative ~~performed,~~information ~~how an equity method investee’s issuance~~ of ~~shares~~the ~~should~~unobservable beinputs ~~accounted~~and ~~for~~assumptions, ~~and how to account for~~ a ~~change~~description inof ~~an investment from~~ the ~~equity~~valuation ~~method~~processes toand ~~the~~annual periods ~~cost method. This guidance is effective in fiscal years~~ beginning ~~on or~~ after December 15, ~~2008,~~ ~~and interim periods within those fiscal years~~2011. The ~~Partnership~~adoption ~~adopted the guidance for the interim quarterly period beginning April 1, 2009. The impact~~ of ~~adopting~~this itupdate did not ~~have~~materially aaffect ~~material impact on~~ the Partnership’s condensed financial ~~condition or results of operations~~statements.

In April 2009, the FASB issued accounting guidance for Interim Disclosures about Fair Value of Financial Instruments. This requires disclosure about the method and significant assumptions used to establish the fair value of financial instruments for interim reporting periods as well as annual statements. It became effective for as of and for the interim period ended June 30, 2009 and had no impact on the Partnership’s financial condition or results of operations.4

In May 2009, the FASB issued guidance regarding subsequent events, which was subsequently updated in February 2010. This guidance established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this guidance sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This guidance was effective for financial statements issued for fiscal years and interim periods ending after June 15, 2009, and was therefore adopted by the Partnership for the quarter ended June 30, 2009. The adoption did not have a significant impact on the subsequent events that the Partnership reports, either through recognition or disclosure, in the financial statements. In February 2010, the FASB amended its guidance on subsequent events to remove the requirement to disclose the date through which an entity has evaluated subsequent events, alleviating conflicts with current SEC guidance. This amendment was effective immediately and therefore the Partnership did not include the disclosure in this Form 10-Q.

In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for the consolidation of variable interest entities (VIEs). The amended guidance modified the consolidation model to one based on control and economics, and replaced quantitative primary beneficiary analysis with a qualitative analysis. The primary beneficiary of a VIE will be the entity that has (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the amended guidance requires continual reconsideration of the primary beneficiary of a VIE and adds an additional reconsideration event for determination of whether an entity is a VIE. Additionally, the amendment requires enhanced and expanded disclosures around VIEs. This amendment was effective for fiscal years beginning after November 15, 2009. The adoption of this guidance on April 1, 2010 did not have a material effect on the Partnership’s financial statements.

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

In June 2009, the FASB issued the Accounting Standards Codification (Codification). Effective July 1, 2009, the Codification is the single source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with GAAP. The Codification is intended to reorganize, rather than change, existing GAAP. Accordingly, all references to currently existing GAAP have been removed and have been replaced with plain English explanations of the Partnership’s accounting policies. The adoption of the Codification did not have a material impact on the Partnership’s financial position or results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risks

NOT APPLICABLE

Item 4. Controls and Procedures

(a)

Disclosure controls and procedures

As of the end of the period covered by this report, the Partnership’s General Partner, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer of Associates, carried out an evaluation of the effectiveness of the Partnership’s “disclosure controls and procedures” as defined in Securities Exchange Act of 1934 Rule 13a-15 and 15d-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Partnership’s disclosure controls and procedures were not effective to ensure that material information required to be disclosed in the Partnership’s periodic report filings with SEC is recorded, processed, summarized and reported within the time period specified by the SEC’s rules and forms, consistent with the definition of “disclosure controls and procedures” under the Securities Exchange Act of 1934.

The Partnership must rely on the Local Limited Partnerships to provide the Partnership with certain information necessary to the timely filing of the Partnership’s periodic reports. Factors in the accounting at the Local Limited Partnerships have caused delays in the provision of such information during past reporting periods, and resulted in the Partnership’s inability to file its periodic reports in a timely manner.

Once the Partnership has received the necessary information from the Local Limited Partnerships, the Chief Executive Officer and the Chief Financial Officer of Associates believe that the material information required to be disclosed in the Partnership’s periodic report filings with SEC is effectively recorded, processed, summarized and reported, albeit not in a timely manner. Going forward, the Partnership will use the means reasonably within its power to impose procedures designed to obtain from the Local Limited Partnerships the information necessary to the timely filing of the Partnership’s periodic reports.

(b)

Changes in internal controls

There were no changes in the Partnership’s internal control over financial reporting that occurred during the quarter ended ~~December 31~~June 30, ~~2011~~2012 that materially affected, or are reasonably likely to materially affect, the Partnership’s ~~internal control over financial reporting.~~

215

Part II.	Other Information
Item 1.	Legal Proceedings
	NONE
Item 1A.	Risk Factors
	No material changes in risk factors as previously disclosed in the Partnership’s Form 10-K.
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
	NONE
Item 3.	Defaults Upon Senior Securities
	NONE
Item 4.	~~(Removed~~Mine ~~and~~Safety ~~Reserved)~~Disclosures
	NOT APPLICABLE
Item 5.	Other Information
	NONE
Item 6.	Exhibits

	31.1	Certification of the Principal Executive Officer pursuant to Rule 13a-14 and 15d-14, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
	31.2	Certification of the Principal Financial Officer pursuant to Rule 13a-14 and 15d-14, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
	32.1	Section 1350 Certification of the Chief Executive Officer. (filed herewith)
	32.2	Section 1350 Certification of the Chief Financial Officer. (filed herewith)
	101	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets at December 31, 2011 and March 31, 2011, (ii) the Consolidated Statements of Operations for the three-month and nine-month periods ended December 31, 2011 and December 31, 2010, (iii) the Consolidated Statements of Cash Flows for the nine months ended December 31, 2011 and December 31, 2010 and (iv) the Notes to Consolidated Financial Statements.

31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14 or 15d-14, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)

~~Exhibits 32~~31.~~1, 32.~~2 ~~and~~Certification ~~101 shall not be deemed “filed” for purposes~~ of ~~Section~~the 18Chief ofFinancial ~~the~~Officer ~~Securities~~pursuant ~~Exchange~~to ~~Act~~Rule of13a-14 ~~1934~~or 15d-14, oras ~~otherwise~~adopted ~~subject~~pursuant to ~~the~~section ~~liability~~302 of ~~that Section. Such exhibits shall not be deemed incorporated by reference into any filing under~~ the ~~Securities~~Sarbanes-Oxley Act of ~~1933~~2002. or(filed ~~Securities Exchange Act of 1934.~~herewith)

2232.1 Section 1350 Certification of the Chief Executive Officer. (filed herewith)

32.2	Section 1350 Certification of the Chief Financial Officer. (filed herewith)

101	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Balance Sheets at June 30, 2012 and March 31, 2012, (ii) the Condensed Statements of Operations for the three months ended June 30, 2012 and June 30, 2011, (iii) the Condensed Statements of Cash Flows for the three months ended June 30, 2012 and June 30, 2011 and (iv) the Notes to Condensed Financial Statements.

	Exhibits 32.1, 32.2 and 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibits shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or Securities Exchange Act of 1934.

Pursuant to the requirements 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.

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 12
By: WNC National Partners, LLC. General Partner
By:	/s/ Wilfred N. Cooper, Jr.
	Wilfred N. Cooper, Jr.
	President and Chief Executive Officer of WNC & Associates, Inc.
Date: February 10, 2012
By:	/s/ Melanie R. Wenk
	Melanie R. Wenk
	Vice-President - Chief Financial Officer of WNC & Associates, Inc.
Date: February 10, 2012

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 12

23By: WNC National Partners, LLC. General Partner

By:

/s/ Wilfred N. Cooper Jr.

Wilfred N. Cooper, Jr.

President and Chief Executive Officer of WNC & Associates, Inc.

Date: November 6, 2012

By:

/s/ Melanie R. Wenk

Melanie R. Wenk

Vice-President - Chief Financial Officer of WNC & Associates, Inc.

Date: November 6, 2012

Filing Compare · WNC HOUSING TAX CREDIT FUND VI LP SERIES 12