~~------------------------------~~UNITED ------------------------------------------------------------ As of March 31, 2005 As of December 31, 2004 ------------------------------ ------------------------------------------------------------ Partnership's Amount of Estimated Mortgage General Total Investment Investment Aggregate Low Balances of Local Limited Partner in Local Limited Paid to Number of Income Housing Local Limited Partnership Name Location Name Partnership Date of Units Occupancy Credits (1) Partnership ------------------------------------------------------------------------------------------------------ ---------------------------- Kettle River Sandstone, Curtis G. Townhomes, L.P. Minnepolis Carlson $ 296,000 $ 266,000 12 ** ** ** Marfa Villa, L.P. Marfa, Texas Gary Kersch 246,000 148,000 24 ** ** ** Marshall Senior Marshall, Harold Housing, L.P. Minnepolis Teasdale 818,000 565,000 90 ** ** ** ---------- --------- ------ $1,360,000 $ 979,000 126 ========== ========= ======STATES

~~--------------------------------------------------------------------------~~SECURITIES ~~For~~AND ~~the~~EXCHANGE year ended December 31, 2004 -------------------------------------------------------------------------- Low Income Housing Credits Allocated to Partnership Name Rental Income Net Income/(Loss Partnership -------------------------------------------------------------------------- Kettle River Townhomes, L.P. ** ** 99.98% Marfa Villa, L.P. ** ** 99.98% Marshall Senior Housing, L.P. ** ** 99.98% ** The Local Limited Partnership was not acquired until 2005.COMMISSION

~~Paid or to be Paid to Paid or to be Affiliates Paid to Others Total --------------- --------------- --------------- Acquisition Fees through 3/31/2005 $ 286~~Washington,~~000~~ $D.C. - $ 286,000 Acquisition Costs through 3/31/2005 82,000 - 82,000 Reserves or cash available to be invested - 3,196,000 3,196,000 --------------- --------------- --------------- Total $ 368,000 $ 3,196,000 $ 3,564,000 =============== =============== ===============20549

~~March~~FORM ~~31, 2005~~ 10--------------- ASSETS Cash $ 1,883,111 Investments in limited partnerships, net 1,525,688 Amounts due from dealers 376,000 Prepaid acquisition fees and costs 204,306 --------------- $ 3,989,105 =============== LIABILITIES Payables to limited partnerships $ 381,771 Accrued fees and expenses due to General Partner and affiliates 209,694 PARTNERS' EQUITY 3,397,640 --------------- $ 3,989,105 ===============K

~~Selected results of operations, cash flows, and other information for the Partnership are as follows: For the period from January 21, 2005~~ (~~date~~Mark ~~operations commenced~~One) to March 31,2005 ---------------------- Loss from operations $ (59,537) Equity in losses of limited partnerships - ====================== Net loss $ (59,537) ====================== Net loss allocated to: General partner $ (60) ====================== Limited partners $ (59,477) ====================== Net loss per limited partner Unit $ (24.08) ====================== Outstanding weighted limited Partner units 2,470 ======================

~~For~~x ANNUAL ~~the~~REPORT ~~period~~PURSUANT ~~from~~TO ~~January~~SECTION ~~21,~~13 ~~2005~~OR 15(~~date operations commenced~~d) toOF ~~March~~THE ~~31,~~SECURITIES ~~2005~~EXCHANGE ~~Net~~ACT ~~cash~~OF provided by (used in): Operating activities $ 69,568 Investing activities (1,349,299) Financing activities 3,161,742 ------------------ Net change in cash and cash equivalents 1,882,011 Cash and cash equivalents, beginning of period 1,100 ------------------ Cash and cash equivalents, end of period $ 1,883,111 ==================1934

~~2004~~For ~~---------------~~the ~~Federal~~fiscal $year -ended ~~State~~March, -31, ~~--------------- Total $ - ===============~~2006

~~Future~~For ~~Contractual Cash Obligations As of March 31, 2005,~~ the ~~Partnership~~fiscal ~~has the following contractual cash obligations: Total 1~~ year ~~1-3~~ended ~~years 3-5 years 5 years Other Long Term Liabilities Accounts Payable and Accrued Expenses $ - $ - $ - $ - $ - Accrued fees and expenses Due to GP and affiliates 157~~March,~~789~~ ~~157~~31,~~789~~ - - - Accrued selling commissions Due to non-affiliates 51,905 51,905 - - - Capital contributions payable to Lower Tier Parterships 381,771 381,771 - - - --------- --------- ------------ ------------ -------------- $591,465 $691,465 $ - $ - $ - ========= ========= ============ ============= ==============2007

~~March~~For ~~31,~~the ~~2005~~fiscal ~~July~~year ~~16,~~ended ~~2004 ------------- -------------- ASSETS Cash $ 1~~March,~~883,111~~ $ 1,100 Investments in limited partnerships (Notes 2 and 3) 1,525,688 - Amounts due from dealers (Note 6) 376,000 - Prepaid acquisition fees and costs (Note 3) 204,306 - ------------- -------------- $ 3,989,105 $ 1,100 ============= ============== LIABILITIES AND PARTNERS' EQUITY Liabilities: Payables due to Limited Partnerships (Note 5) $ 381,771 $ - Accrued fees and expenses due to General Partner And affiliates (Note 3) 209,694 - ------------- -------------- Total liabilities 591,645 $ - ------------- -------------- Commitments and contingencies (Note 7) Partners' equity (Notes 4 and 6) General partner 40 100 Limited partners (25,000 units authorized, 4,084 and 0 units outstanding at March 31, ~~2005 and July 16, 2004, respectively) 3,397,600 1,000 ------------- -------------- Total partners' equity 3,397,640 1,100 ------------- -------------- $ 3,989,105 $ 1,100 ============= ==============~~2008

For ~~The~~the ~~Period~~fiscal ~~January~~year ~~21,~~ended ~~2005 (Date Operations Commenced) through~~ March, 31, 2005 ----------------- Interest income $ - ----------------- Operating expenses: Amortization (Note 3) 1,076 Organization costs 49,472 Other 8,989 ----------------- Total operating expenses 59,537 ----------------- Loss from operations (59,537) ----------------- Net loss $ (59,537) ================= Net income (loss) allocated to: General partner $ (60) ================= Limited partners $ (59,477) ================= Net loss per limited partner unit $ (24.08) ================= Outstanding weighted limited partner units 2,470 =================2009

~~General~~For ~~Limited~~the ~~Total~~fiscal ~~Partner~~year ~~Partner~~ended ~~-------------- --------------- --------------- Contribution from General Partner and initial limited partner $ 100 $ 1~~March,~~000~~ $ 1,100 Partners' equity at July 16, 2004 100 1,000 1,100 Sale of limited partnership units (net of discounts of $0) - 4,084,000 4,084,000 Sale of limited partnership units issued for promissory notes receivable (Note 4) - (157,500) (157,500) Offering expenses - (470,423) (470,423) Net loss (60) (59,477) (59,537) -------------- -------------- -------------- Partners' equity at March 31, ~~2005 $ 40 $ 3,397,600 $ 3,397,640 ============== ============== ===============~~2010

For ~~The~~the ~~Period~~fiscal ~~January~~year ~~21,~~ended ~~2005 (Date Operations Commenced) through~~ March, 31, 2005 ----------------- Cash flows from operating activities: Net loss $ (59,537) Adjustments to reconcile net loss to net cash provided by operating activities: Amortization 1,076 Change in due to general partner and affiliates 128,029 ----------------- Net cash provided by operating activities 69,568 ----------------- Cash flows from investing activities: Investments in limited partnerships, net (978,680) Prepaid acquisition costs and fees (204,306) Capitalized acquisition costs & fees (166,313) ----------------- Net cash used in investing activities (1,349,299) ------------------ Cash flows from financing activities: Sales of limited partner units, net of contribution receivable and subscriptions receivable 3,550,500 Offering expenses (388,758) ----------------- Net cash provided by financing activities 3,161,742 ----------------- Net increase in cash and cash 1,882,011 Cash, beginning of period 1,100 ----------------- Cash, end of period $ 1,883,111 ================= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Taxes paid $ 800 ================= SIGNIFICANT NONCASH INVESTING ACTIVITES Prepaid acquisition fees and expenses included within due to general partner and affiliates $ 89,280 ================= SIGNIFICANT NONCASH FINANCING ACTIVITES Offering expenses included within due to general partners and affiliates $ 111,425 =================2011

For the Period Ended March 31, 2005 ----------------------------------- Investments per balance sheet, beginning of period $ - Capital contributions paid, net 978,680 Capital contributions payable 381,771 Equity in losses of limited partnerships - Distributions received from limited partnerships - Capitalized acquistion fees and costs 166,313 Amortization of capitalized acquisition fees and costs (1,076) ----------------------------------- Investments per balance sheet, end of period $ 1,525,688 ===================================OR

~~March~~o TRANSITION ~~31,~~REPORT ~~2005~~PURSUANT ~~--------------~~TO ~~Acquisition~~SECTION ~~fees~~13 ~~payable~~OR $15(d) ~~69,440~~OF ~~Acquisition~~THE ~~expenses~~SECURITIES ~~payable~~EXCHANGE ~~19,840~~ACT ~~Organizational~~OF and offering costs payable 59,520 Commissions payable 51,905 Asset Management fees payable 5,374 Reimbursements for expenses paid by the General Partner or an affiliate 3,615 --------------- $ 209,694 ===============1934

~~June~~For 30the ~~September~~transition 30period ~~December~~from 31__________ March 31 --------------- --------------- --------------- --------------- 2005 ---- Income $ - $ - $ - $ - Operating expenses - - - (60,000) Equity in losses of limited partnerships - - - - Net loss - - - (60,000) Net Loss available to ~~limited partners - - - (59,000) Net Loss per weighted average limited partnership unit - - - (24)~~__________

~~Wilfred~~Commission N.file ~~Cooper, Sr. Chairman of the Board Wilfred N. Cooper, Jr. President and Chief Executive Officer David N. Shafer, Esq. Executive Vice President Sylvester P. Garban Senior Vice President~~ number: 333- ~~Institutional Investments Thomas J. Riha, CPA Senior Vice President - Chief Financial Officer Michael J. Gaber Senior Vice President - Acquisitions Edward W. Peters President of WNC Management, Inc.~~107181

~~Description Affiliate Amount ----------- --------- ------- Non-accountable O & O~~ WNC &HOUSING ~~Associates,~~TAX ~~Inc.~~CREDIT ~~$122,520~~FUND ~~Non-accountable O & O WNC Capital Corp. 40~~VI,~~840~~ ~~Dealer Manager Fee WNC Capital Corp~~L. ~~81,680 Sales Commissions WNC Capital Corp~~P. ~~274~~,~~855~~ ~~--------~~Series ~~Total $519,895 --------~~12

(Exact name of registrant as specified in its charter)

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

17782 Sky Park Circle, Irvine, CA	92614-6404
(Address of principal executive offices)	(zip code)

(714) 662-5565

(Telephone Number)

Securities registered pursuant to Section 12(b) of the Act:

NONE

Securities registered pursuant to section 12(g) of the Act:

UNITS OF LIMITED PARTNERSHIP INTEREST

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 o No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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

Large accelerated filer o

Accelerated filer o

Non-accelerated filer x

Smaller reporting company o

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

INAPPLICABLE

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

NONE

PART I.

Item 1. Business

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.

Pursuant to a supplement dated November 1, 2004 to the prospectus dated January 5, 2004, the Partnership commenced a public offering of 25,000 units of limited partnership interest ("Partnership Units") at a price of $1,000 per Partnership Unit. As of the close of the public offering, a total of 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 sold. Holders of Partnership Units are referred to herein as “Limited Partners”.

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

Description of Business

The Partnership's principal business objective is to provide its Limited Partners with Low Income Housing Tax Credits. The Partnership's principal business therefore consists of investing as a limited partner or non-managing member in Local Limited Partnerships each of which will own and operate a Housing Complex which will qualify for the Low Income Housing Tax Credits. In general, under Section 42 of the Internal Revenue Code, an owner of low income housing can receive the Low Income Housing Tax Credits to be used to reduce Federal taxes otherwise due in each year of a ten-year credit period. Each Housing Complex is subject to a 15-year compliance period (the “Compliance Period”), and under state law may have to be maintained as low income housing for 30 or more years.

As a consequence of the provisions of tax law in effect for dispositions of buildings prior to August 2008, in order to avoid recapture of Low Income Housing Tax Credits, the Partnership expected that it would not dispose of its interests in Local Limited Partnerships (“Local Limited Partnership Interests”) or approve the sale by any Local Limited Partnership of its Housing Complex prior to the end of the applicable Compliance Period. That provision of law was amended in 2008 (i) to provide that there would be no recapture on sale of a Low Income Housing Tax Credit building during the Compliance Period if it were reasonable to expect at the time of sale that the building would continue to be operated as qualified low income housing (see “Exit Strategy” below) and (ii) to eliminate the possibility of posting a bond against potential recapture. The Partnership is not seeking to sell its Local Limited Partnership Interests. And, because of (i) the nature of the Housing Complexes and the Local Limited Partnership Interests, (ii) the difficulty of predicting the resale market for low-income housing, (iii) the current economy, and (iv) the ability of lenders to disapprove of transfer, it is not possible at this time to predict when the liquidation of the Partnership's assets and the disposition of the proceeds, if any, in accordance with the Partnership's Agreement of Limited Partnership dated July 17, 2003 (the "Partnership Agreement"), would occur. Furthermore, the recent codification of the economic substance doctrine as part of 2010 legislation has created some uncertainty about the deductibility of losses from low income housing that is not generating Low Income Housing Tax Credits, and this could have an adverse effect on the resale market for Housing Complexes and Local Limited Partnership Interests. Until a Local Limited Partnership Interest or the related Housing Complex is sold, it is anticipated that the Local General Partner would continue to operate such Housing Complex. Notwithstanding the preceding, circumstances beyond the control of the General Partner or the Local General Partners may occur during the ten-year credit delivery period and/or the Compliance Period, which would require the Partnership to approve the disposition of a Housing Complex prior to the end thereof, possibly resulting in recapture of Low Income Housing Tax Credits.

The Partnership invested in ten Local Limited Partnerships, none of which have been sold or otherwise disposed of as of March 31, 2011, 2010, 2009, 2008, 2007, 2006 and 2005. Each of these Local Limited Partnerships owns a single Housing Complex. Eight out of ten of the Housing Complexes are eligible for the Low Income Housing Tax Credits. See details below related to the two Housing Complexes that do not qualify for the Low Income Housing Tax Credits. Certain Local Limited Partnerships may also benefit from additional government programs promoting low- or moderate-income housing.

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 must satisfy the “reasonable belief” test outlined above to avoid recapture.

The following table reflects the end of the ten-year credit delivery period and the Compliance Period of each Housing Complex:

Local Limited Partnership Name	Expected last year of credit delivery	15-year Compliance Period
Chickasha Villa, LP.	2015	2019
FDI-Bayshore Manor, LTD.	2017	2021
FDI-Shady Oaks, LTD.	2016	2019
Kettle River Townhomes, L.P.	2016	2019
Marfa Villa, LTD.	**	**
Marshall Senior Housing, L.P.	2015	2019
Memphis 2004.0 L.P.	2017	2021
Saltgrass Landing Apartments, LTD.	**	**
Sunflower, L.P.	2017	2021
Wiedemann Park Apartments, L.P.	2010	2014

** 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 rehabilitations 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”).

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 limited partner of the Local Limited Partnerships 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. Currently, the Partnership is consulting with legal counsel in regards to further actions that will be taken.

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.

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 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 March 31, 2011.

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 partners of the Local Limited Partnership, including the Partnership, in accordance with the terms of the particular Local Limited Partnership Agreement. 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, as the proceeds first would be used to pay Partnership obligations and funding of reserves.

Item 1A. Risk Factors

Set forth below are the risks the Partnership believes are the most significant to the Limited Partners. The Partnership and the Local Limited Partnerships operate in a continually changing business environment and, therefore, new risks emerge from time to time. This section contains some forward-looking statements. For an explanation of the qualifications and limitations on forward-looking statements, see Item 7.

(a) Risks arising from the Internal Revenue Code rules governing Low Income Housing Tax Credits

Low Income Housing Tax Credits might not be available. If a Housing Complex does not satisfy the requirements of Internal Revenue Code Section 42, then the Housing Complex will not be eligible for Low Income Housing Tax Credits.

Low Income Housing Tax Credits might be less than anticipated. The Local General Partners calculate the amount of the Low Income Housing Tax Credits. No opinion of counsel will cover the calculation of the amount of Low Income Housing Tax Credits. The IRS could challenge the amount of the Low Income Housing Tax Credits claimed for any Housing Complex under any of a number of provisions set forth in Internal Revenue Code Section 42. A successful challenge by the IRS would decrease the amount of the Low Income Housing Tax Credits from the amount paid for by the Partnership.

Unless a bond is posted or a Treasury Direct Account is established, Low Income Housing Tax Credits may be recaptured if Housing Complexes are not owned and operated for 15 years. Housing Complexes must comply with Internal Revenue Code Section 42 for the 15-year Compliance Period. Low Income Housing Tax Credits will be recaptured with interest to the extent that a Housing Complex is not rented as low income housing or in some other way does not satisfy the requirements of Internal Revenue Code Section 42 during the Compliance Period. For example, unless a bond is posted or a Treasury Direct Account is established, recapture with interest would occur if:

	●	a Local Limited Partnership disposed of its interest in a Housing Complex during the Compliance Period, or
	●	the Partnership disposed of its interest in a Local Limited Partnership during the Compliance Period.

For these purposes, disposition includes transfer by way of foreclosure.

It will be up to the Partnership to determine whether to post a bond. There is no obligation under the agreements with the Local Limited Partnerships that the Local Limited Partnerships must do so.

There can be no assurance that recapture will not occur. If it does, recapture will be a portion of all Low Income Housing Tax Credits taken in prior years for that Housing Complex, plus interest. During the first 11 years of the Compliance Period, non-compliance results in one-third of the Low Income Housing Tax Credits up to that point for the particular Housing Complex being recaptured, plus interest. Between years 12 and 15, the recapture is phased out ratably.

Sales of Housing Complexes after 15 years are subject to limitations which may impact a Local Limited Partnership’s ability to sell its Housing Complex. Each Local Limited Partnership executes an extended low income housing commitment with the state in which the Housing Complex is located. The extended low income housing commitment states the number of years that the Local Limited Partnership and any subsequent owners must rent the Housing Complex as low income housing. Under Federal law, the commitment must be for at least 30 years. The commitment, actually agreed to, may be significantly longer than 30 years. In prioritizing applicants for Low Income Housing Tax Credits, most states give additional points for commitment periods in excess of 30 years. On any sale of the Housing Complex during the commitment period, the purchaser would have to agree to continue to rent the Housing Complex as low income housing for the duration of the commitment period. This requirement reduces the potential market, and possibly the sales price, for the Housing Complexes. The sale of a Housing Complex may be subject to other restrictions. For example, Federal lenders or subsidizers may have the right to approve or disapprove a purchase of a Housing Complex. 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 amount of cash will be distributed to the Limited Partners. The Partnership would first use sale proceeds to pay obligations of the Partnership. As a result, a material portion of the Low Income Housing Tax Credits may represent a return of the money originally invested in the Partnership.

As part of the recently enacted health care legislation, Congress has codified the economic substance doctrine. Because of its recent enactment, the full reach of this provision is unclear. Inasmuch as Housing Complexes might offer no benefit to a purchaser other than tax benefits, it is possible that the economic substance doctrine could be interpreted to limit deduction of tax losses from Housing Complexes, which would be expected to have a significant adverse effect on the sale value of the Housing Complexes and the Local Limited Partnership Interests.

Limited Partners can only use Low Income Housing Tax Credits in limited amounts. The ability of an individual or other non-corporate Limited Partner to claim Low Income Housing Tax Credits on his individual tax return is limited. For example, an individual Limited Partner can use Low Income Housing Tax Credits to reduce his tax liability on:

	●	an unlimited amount of passive income, which is income from entities such as the Partnership, and
	●	$25,000 in income from other sources.

However, the use of Low Income Housing Tax Credits by an individual against these types of income is subject to ordering rules, which may further limit the use of Low Income Housing Tax Credits. Some corporate Limited Partners are subject to similar and other limitations. They include corporations which provide personal services, and corporations which are owned by five or fewer shareholders.

Any portion of a Low Income Housing Tax Credit which is allowed to a Limited Partner under such rules is then aggregated with all of the Limited Partner’s other business credits. The aggregate is then subject to the general limitation on all business credits. That limitation provides that a Limited Partner can use business credits to offset the Limited Partner’s annual tax liability equal to $25,000 plus 75% of the Limited Partner’s tax liability in excess of $25,000. However, business credits may not be used to offset any alternative minimum tax. All of these concepts are extremely complicated.

(b) Risks related to investment in Local Limited Partnerships and Housing Complexes

Because the Partnership has few investments, each investment will have a great impact on the Partnership’s results of operations. Any single Housing Complex experiencing poor operating performance, impairment of value or recapture of Low Income Housing Tax Credits will have a significant impact upon the Partnership as a whole.

The failure to pay mortgage debt could result in a forced sale of a Housing Complex. Each Local Limited Partnership leverages the Partnership’s investment therein by incurring mortgage debt. A Local Limited Partnership’s revenues could be less than its debt payments and taxes and other operating costs. If so, the Local Limited Partnership would have to use working capital reserves, seek additional funds, or suffer a forced sale of its Housing Complex, which could include a foreclosure. The same results could occur if government subsidies ceased. Foreclosure would result in a loss of the Partnership’s capital invested in the Housing Complex. Foreclosure could also result in a recapture of Low Income Housing Tax Credits, and a loss of Low Income Housing Tax Credits for the year in which the foreclosure occurs. If the Housing Complex is highly-leveraged, a relatively slight decrease in the rental revenues could adversely affect the Local Limited Partnership’s ability to pay its debt service requirements. Mortgage debt may be repayable in a self-amortizing series of equal installments or with a large balloon final payment. Balloon payments maturing prior to the end of the anticipated holding period for the Housing Complex create the risk of a forced sale if the debt cannot be refinanced. There can be no assurance that additional funds will be available to any Local Limited Partnership if needed on acceptable terms or at all.

The Partnership does not control the Local Limited Partnerships and must rely on the Local General Partners. The Local General Partners will make all management decisions for the Local Limited Partnerships and the Housing Complexes. The Partnership has very limited rights with respect to management of the Local Limited Partnerships. The Partnership will not be able to exercise any control with respect to Local Limited Partnership business decisions and operations. Consequently, the success of the Partnership will depend on the abilities of the Local General Partners.

Housing Complexes subsidized by other government programs are subject to additional rules which may make it difficult to operate and sell Housing Complexes. Some or all of the Housing Complexes receive or may receive government financing or operating subsidies in addition to Low Income Housing Tax Credits. The following are risks associated with some such subsidy programs:

	●	Obtaining tenants for the Housing Complexes. Government regulations limit the types of people who can rent subsidized housing. These regulations may make it more difficult to rent the residential units in the Housing Complexes.
	●	Obtaining rent increases. In many cases rents can only be increased with the prior approval of the subsidizing agency.
	●	Limitations on cash distributions. The amount of cash that may be distributed to owners of subsidized Housing Complexes is less than the amount that could be earned by the owners of non-subsidized Housing Complexes.
	●	Limitations on sale or refinancing of the Housing Complexes. A Local Limited Partnership may be unable to sell its Housing Complex or to refinance its mortgage loan without the prior approval of the lender. The lender may withhold such approval in the discretion of the lender. Approval may be subject to conditions, including the condition that the purchaser continues to operate the property as affordable housing for terms which could be as long as 30 years or more. In addition, any prepayment of a mortgage may result in the assessment of a prepayment penalty.
	●	Limitations on transfers of interests in Local Limited Partnerships. The Partnership may be unable to sell its interest in a Local Limited Partnership without the prior approval of the lender. The lender may withhold such approval in the discretion of the lender. Approval may be subject to conditions.
	●	Limitations on removal and admission of Local General Partners. The Partnership may be unable to remove a Local General Partner from a Local Limited Partnership except for cause, such as the violation of the rules of the lender or state allocating authority. Regulations may prohibit the removal of a Local General Partner or permit removal only with the prior approval of the lender. Regulations may also require approval of the admission of a successor Local General Partner even upon the death or other disability of a Local General Partner.
	●	Limitations on subsidy payments. Subsidy payments may be fixed in amount and subject to annual legislative appropriations. The rental revenues of a Housing Complex, when combined with the maximum committed subsidy, may be insufficient to meet obligations. Congress or the state legislature, as the case may be, may fail to appropriate or increase the necessary subsidy. In those events, the mortgage lender could foreclose on the Housing Complex unless a workout arrangement could be negotiated.
	●	Possible changes in applicable regulations. Legislation may be enacted which adversely revises provisions of outstanding mortgage loans. Such legislation has been enacted in the past.
	●	Limited Partners may not receive distributions if Housing Complexes are sold. There is no assurance that Limited Partners will receive any cash distributions from the sale or refinancing of a Housing Complex. The price at which a Housing Complex is sold may not be high enough to pay the mortgage and other expenses at the Local Limited Partnership and Partnerships levels which must be paid at such time. If that happens, a Limited Partner’s return would be derived only from the Low Income Housing Tax Credits and tax losses.

Uninsured casualties could result in losses and recapture. There are casualties which are either uninsurable or not economically insurable. These include earthquakes, floods, wars and losses relating to hazardous materials or environmental matters. If a Housing Complex experienced an uninsured casualty, the Partnership could lose both its invested capital and anticipated profits in such property. Even if the casualty were an insured loss, the Local Limited Partnership might be unable to rebuild the destroyed property. A portion of prior tax credits could be recaptured and future tax credits could be lost if the Housing Complex were not restored within a reasonable period of time. And liability judgments against the Local Limited Partnership could exceed available insurance proceeds or otherwise materially and adversely affect the Local Limited Partnership. The cost of liability and casualty insurance has increased in recent years. Casualty insurance has become more difficult to obtain and may require large deductible amounts.

Housing Complexes without financing or operating subsidies may be unable to pay operating expenses. If a Local Limited Partnership were unable to pay operating expenses, one result could be a forced sale of its Housing Complex. If a forced sale occurs during the Compliance Period of a Housing Complex, a partial recapture of Low Income Housing Tax Credits could occur. In this regard, some of the Local Limited Partnerships may own Housing Complexes which have no subsidies other than Low Income Housing Tax Credits. Those Housing Complexes do not have the benefit of below-market-interest-rate financing or operating subsidies which often are important to the feasibility of low income housing. Those Housing Complexes rely solely on rents to pay expenses. However, in order for any Housing Complex to be eligible for Low Income Housing Tax Credits, it must restrict the rent which may be charged to tenants. Over time, the expenses of a Housing Complex will increase. If a Local Limited Partnership cannot increase its rents, it may be unable to pay increased operating expenses.

The Partnership’s investment protection policies will be worthless if the net worth of the Local General Partners is not sufficient to satisfy their obligations. There is a risk that the Local General Partners will be unable to perform their financial obligations to the Partnership. The General Partner has not established a minimum net worth requirement for the Local General Partners. Rather, each Local General Partner demonstrates a net worth which the General Partner believes is appropriate under the circumstances. The assets of the Local General Partners are likely to consist primarily of real estate holdings and similar assets. The fair market value of these types of assets is difficult to estimate. These types of assets cannot be readily liquidated to satisfy the financial guarantees and commitments which the Local General Partners make to the Partnership. Moreover, other creditors may have claims on these assets. No escrow accounts or other security arrangements will be established to ensure performance of a Local General Partner’s obligations. The cost to enforce a Local General Partner’s obligations may be high. If a Local General Partner does not satisfy its obligations the Partnership may have no remedy, or the remedy may be limited to removing the Local General Partner as general partner of the Local Limited Partnership.

Fluctuating economic conditions can reduce the value of real estate. The Partnership’s principal business objective is providing its Limited Partners with Low Income Housing Tax Credits, not the generation of gains from the appreciation of real estate held by the Local Limited Partnerships. In its financial statements, the Partnership has carried its investments in Local Limited Partnerships at values equal to or less than the sum of the total amount of the remaining future Low Income Housing Tax Credits estimated to be allocated to the Partnership and the estimated residual value to the Partnership of its interests in the Local Limited Partnerships.

Any investment in real estate is subject to risks from fluctuating economic conditions. These conditions can adversely affect the ability to realize a profit or even to recover invested capital. Among these conditions are:

	●	the general and local job market,
	●	the availability and cost of mortgage financing,
	●	monetary inflation,
	●	tax, environmental, land use and zoning policies,
	●	the supply of and demand for similar properties,
	●	neighborhood conditions,
	●	the availability and cost of utilities and water.

For each of the years ended March 31, 2011, 2010, 2009, 2008, 2007, 2006 and the period ended March 31, 2005, a loss in value of an investment in a Local Limited Partnership, other than a temporary decline, is recorded by the Partnership in its financial statements as an impairment loss. Impairment is measured by comparing the Partnership’s carrying amount in the investment to the sum of the total amount of the remaining future Low Income Housing Tax Credits estimated to be allocated to the Partnership and the estimated residual value to the Partnership. For the years ended March 31, 2011, 2010, 2009, 2008, 2007, 2006 and the period ended March 31, 2005, impairment loss related to investments in Local Limited Partnerships was $208,217, $212,204, $0, $0, $0, $737,778 and $0, respectively.

In addition to the risks pertaining specifically to Low Income Housing Tax Credits, there are other Federal income tax risks. Additional Federal income tax risks associated with the ownership of Partnership Units and the operations of the Partnership and the Local Limited Partnerships include, but are not limited to, the following:

No opinion of counsel as to certain matters. No legal opinion is obtained regarding matters:

	●	the determination of which depends on future factual circumstances,
	●	which are peculiar to individual Limited Partners, or
	●	which are not customarily the subject of an opinion.

The more significant of these matters include:

	●	allocating purchase price among components of a property, particularly as between buildings and fixtures, the cost of which is depreciable, and the underlying land, the cost of which is not depreciable,
	●	characterizing expenses and payments made to or by the Partnership or a Local Limited Partnership,
	●	identifying the portion of the costs of any Housing Complex which qualify for historic and other tax credits,
	●	applying to any specific Limited Partner the limitation on the use of tax credits and tax losses. Limited Partners must determine for themselves the extent to which they can use tax credits and tax losses, and
	●	the application of the alternative minimum tax to any specific Limited Partner, or the calculation of the alternative minimum tax by any Limited Partner. The alternative minimum tax could reduce the tax benefits from an investment in the Partnership.

There can be no assurance, therefore, that the IRS will not challenge some of the tax positions adopted by the Partnership. The courts could sustain an IRS challenge. An IRS challenge, if successful, could have a detrimental effect on the Partnership’s ability to realize its investment objectives.

Passive activity rules will limit deduction of the Partnership’s losses and impose tax on interest income. The Internal Revenue Code imposes limits on the ability of most investors to claim losses from investments in real estate. An individual may claim these so-called passive losses only as an offset to income from investments in real estate or rental activities. An individual may not claim passive losses as an offset against other types of income, such as salaries, wages, dividends and interest. These passive activity rules will restrict the ability of most Limited Partners to use losses from the Partnership as an offset of non-passive income.

The Partnership may earn interest income on its reserves and loans. The passive activity rules generally will categorize interest as portfolio income, and not passive income. Passive losses cannot be used as an offset to portfolio income. Consequently, a Limited Partner could pay tax liability on portfolio income from the Partnership.

At risk rules might limit deduction of the Partnership’s losses. If a significant portion of the financing used to purchase Housing Complexes does not consist of qualified nonrecourse financing, the “at risk” rules will limit a Limited Partner’s ability to claim Partnership losses to the amount the Limited Partner invests in the Partnership. The “at risk” rules of the Internal Revenue Code generally limit a Limited Partner’s ability to deduct Partnership losses to the sum of:

	●	the amount of cash the Limited Partner invests in the Partnership, and
	●	the Limited Partner’s share of Partnership qualified nonrecourse financing.

Qualified nonrecourse financing is non-convertible, nonrecourse debt which is borrowed from a government, or with exceptions, any person actively and regularly engaged in the business of lending money.

Tax liability on sale of a Housing Complex or Local Limited Partnership Interest may exceed the cash available from the sale. When a Local Limited Partnership sells a Housing Complex it will recognize gain. Such gain is equal to the difference between:

	●	the sales proceeds plus the amount of indebtedness secured by the Housing Complex, and
	●	the adjusted basis for the Housing Complex. The adjusted basis for a Housing Complex is its original cost, plus capital expenditures, minus depreciation.

Similarly, when the Partnership sells an interest in a Local Limited Partnership the Partnership will recognize gain. Such gain is equal to the difference between:

	●	the sales proceeds plus the Partnership’s share of the amount of indebtedness secured by the Housing Complex, and
	●	the adjusted basis for the interest. The adjusted basis for an interest in a Local Limited Partnership is the amount paid for the interest, plus income allocations and cash distributions, less loss allocations.

Accordingly, gain will be increased by the depreciation deductions taken during the holding period for the Housing Complex. In some cases, a Limited Partner could have a tax liability from a sale greater than the cash distributed to the Limited Partner from the sale.

IRS could audit the returns of the Partnership, the Local Limited Partnerships or the Limited Partners. The IRS can audit the Partnership or a Local Limited Partnership at the entity level with regard to issues affecting the entity. The IRS does not have to audit each Limited Partner in order to challenge a position taken by the Partnership or a Local Limited Partnership. Similarly, only one judicial proceeding can be filed to contest an IRS determination. A contest by the Partnership of any IRS determination might result in high legal fees.

An audit of the Partnership or a Local Limited Partnership also could result in an audit of a Limited Partner. An audit of a Limited Partner’s tax returns could result in adjustments both to items that are related to the Partnership and to unrelated items. The Limited Partner could then be required to file amended tax returns and pay additional tax plus interest and penalties.

A successful IRS challenge to tax allocations of the Partnership or a Local Limited Partnership would reduce the tax benefits of an investment in the Partnership. Under the Internal Revenue Code, a partnership’s allocation of income, gains, deductions, losses and tax credits must have substantial economic effect. Substantial economic effect is a highly-technical concept. The fundamental principle is two-fold. If a partner will benefit economically from an item of partnership income or gain, that item must be allocated to him so that he bears the correlative tax burden. Conversely, if a partner will suffer economically from an item of partnership deduction or loss, that item must be allocated to him so that he bears the correlative tax benefit. If a partnership’s allocations do not have substantial economic effect, then the partnership’s tax items are allocated in accordance with each partner’s interest in the partnership. The IRS might challenge the allocations made by the Partnership:

	●	between the Limited Partners and the General Partner,
	●	among the Limited Partners, or
	●	between the Partnership and a Local General Partner.

If any allocations were successfully challenged, a greater share of the income or gain or a lesser share of the losses or tax credits might be allocated to the Limited Partners. This would increase the tax liability or reduce the tax benefits to the Limited Partners.

Tax liabilities could arise in later years of the Partnership. After a period of years following commencement of operations by a Local Limited Partnership, the Local Limited Partnership may generate profits rather than losses. A Limited Partner would have tax liability on his share of such profits unless he could offset the income with:

	●	unused passive losses from the Partnership or other investments, or
	●	current passive losses from other investments.

In such circumstances, the Limited Partner would not receive a cash distribution from the Partnership with which to pay any tax liability.

IRS challenge to tax treatment of expenditures could reduce losses. The IRS may contend that fees and payments of the Partnership or a Local Limited Partnership:

	●	should be deductible over a longer period of time or in a later year,
	●	are excessive and may not be capitalized or deducted in full,
	●	should be capitalized and not deducted, or
	●	may not be included as part of the basis for computing tax credits.

Any such contention by the IRS could adversely impact, among other things:

	●	the eligible basis of a Housing Complex used to compute Low Income Housing Tax Credits,
	●	the adjusted basis of a Housing Complex used to compute depreciation,
	●	the correct deduction of fees,
	●	the amortization of organization and offering expenses and start-up expenditures.

If the IRS were successful in any such contention, the anticipated Low Income Housing Tax Credits and losses of the Partnership would be reduced, perhaps substantially.

Changes in tax law might reduce the value of Low Income Housing Tax Credits. Although all Low Income Housing Tax Credits are allocated to a Housing Complex at commencement of the 10-year credit period, there can be no assurance that future legislation may not adversely affect an investment in the Partnership. For example, legislation could reduce or eliminate the value of Low Income Housing Tax Credits. In this regard, before 1986, the principal tax benefit of an investment in low income housing was tax losses. These tax losses generally were used to reduce an investor’s income from all sources on a dollar-for-dollar basis. Investments in low income housing were made in reliance on the availability of such tax benefits. However, tax legislation enacted in 1986 severely curtailed deduction of such losses.

New administrative or judicial interpretations of the law might reduce the value of Low Income Housing Tax Credits. Many of the provisions of the Internal Revenue Code related to low income housing and real estate investments have not been interpreted by the IRS in regulations, rulings or public announcements, or by the courts. In the future, these provisions may be interpreted or clarified by the IRS or the courts in a manner adverse to the Partnership or the Local Limited Partnerships. The IRS constantly reviews the Federal tax rules, and can revise its interpretations of established concepts. Any such revisions could reduce or eliminate tax benefits associated with an investment in the Partnership.

State income tax laws may adversely affect the Limited Partners. A Limited Partner may be required to file income tax returns and be subject to tax and withholding in each state or local taxing jurisdiction in which: a Housing Complex is located, the Partnership or a Local Limited Partnership engages in business activities, or the Limited Partner is a resident. Corporate Limited Partners may be required to pay state franchise taxes.

The tax treatment of particular items under state or local income tax laws may vary materially from the Federal income tax treatment of such items. Nonetheless, many of the Federal income tax risks associated with an investment in the Partnership may also apply under state or local income tax law. The Partnership may be required to withhold state taxes from distributions or income allocations to Limited Partners in some instances.

(d) Risks related to the Partnership and the Partnership Agreement

The Partnership may be unable to timely provide financial reports to the Limited Partners which would adversely affect their ability to monitor Partnership operations. Historically, the Partnership has been unable to timely file and provide investors with all of its required periodic reports. In some instances, the delay has been substantial. Each Local General Partner is required to retain independent public accountants and to report financial information to the Partnership in a timely manner. There cannot be any assurance that the Local General Partners will satisfy these obligations. If not, the Partnership would be unable to provide to the Limited Partners in a timely manner its financial statements and other reports. That would impact the Limited Partners’ ability to monitor Partnership operations. The Partnership’s failure to meet its filing requirements under the Securities Exchange Act of 1934 could reduce the liquidity for the Partnership Units due to the unavailability of public information concerning the Partnership. The failure to file could also result in sanctions imposed by the SEC. Any defense mounted by the Partnership in the face of such sanctions could entail legal and other fees, which would diminish cash reserves.

Lack of liquidity of investment. There is no public market for the purchase and sale of Partnership Units, and it is unlikely that one will develop. Accordingly, Limited Partners may not be able to sell their Partnership Units promptly or at a reasonable price. Partnership Units should be considered as a long-term investment because the Partnership is unlikely to sell any Local Limited Partnership Interests for at least 15 years. Partnership Units cannot be transferred to tax-exempt or foreign entities, or through a secondary market. The General Partner can deny effectiveness of a transfer if necessary to avoid adverse tax consequences from the transfer. The General Partner does not anticipate that any Partnership Units will be redeemed by the Partnership.

The Limited Partners will not control the Partnership and must rely totally on the General Partner. The General Partner will make all management decisions for the Partnership. Management decisions include exercising powers granted to the Partnership by a Local Limited Partnership. Limited Partners have no right or power to take part in Partnership management.

Individual Limited Partners will have no recourse if they disagree with actions authorized by a vote of the majority. The Partnership Agreement grants to Limited Partners owning more than 50% of the Partnership Units the right to:

	●	remove the General Partner and elect a replacement general partner,
	●	amend the Partnership Agreement,
	●	terminate the Partnership.

Accordingly, a majority-in-interest of the Limited Partners could cause any such events to occur, even if Limited Partners owning 49% of the Partnership Units opposed such action.

Limitations on liability of the General Partner to the Partnership. The ability of Limited Partners to sue the General Partner and it affiliates is subject to limitations. The Partnership Agreement limits the liability of the General Partner and it affiliates to the Limited Partners. The General Partner and it affiliates will not be liable to the Limited Partners for acts and omissions: performed or omitted in good faith, and performed or omitted in a manner which the General Partner reasonably believed to be within the scope of its authority and in the best interest of the Limited Partners, provided such conduct did not constitute negligence or misconduct.

Therefore, Limited Partners may be less able to sue the General Partner and it affiliates than would be the case if such provisions were not included in the Partnership Agreement.

Associates and its affiliates are serving as the general partners of many other partnerships. Depending on their corporate area of responsibility, the officers of Associates initially devote approximately 5% to 50% of their time to the Partnership. These individuals spend significantly less time devoted to the Partnership after the investment of the Partnership’s capital in Local Limited Partnerships.

The interests of Limited Partners may conflict with the interests of the General Partner and it affiliates. The General Partner and it affiliates are committed to the management of more than 100 other limited partnerships that have investments similar to those of the Partnership. The General Partner and it affiliates receive substantial compensation from the Partnership. The General Partner decides how the Partnership’s investments in Housing Complexes are managed, and when the investments will be sold. The General Partner may face a conflict in these circumstances because the General Partner’s share of fees and cash distributions from the transaction may be more or less than their expected share of fees if a Housing Complex was not sold. The result of these conflicts could be that the General Partner may make investments which are less desirable, or on terms which are less favorable, to the Partnership than might otherwise be the case. The Partnership has not developed any formal process for resolving conflicts of interest. However, the General Partner is subject to a fiduciary duty to exercise good faith and integrity in handling the affairs of the Partnership, and that duty will govern its actions in all such matters. Furthermore, the manner in which the Partnership can operate and sell investments is subject to substantial restrictions as outlined in the Partnership Agreement.

The Partnership’s accrued payables consist primarily of the asset management fees payable to the General Partner. These accrued payables increased by $142,000, $145,000, $151,000, $139,000, $83,000 and $34,000 for the years ended March 31, 2011, 2010, 2009, 2008, 2007 and 2006, respectively. The Partnership’s future contractual cash obligations consist of its obligations to pay future annual asset management fees and the payables due to the Local Limited Partnerships. The future annual asset management fees will equal approximately $167,000 per year through the termination of the Partnership, which must occur no later than December 31, 2065. 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 the existing contractual obligations and 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.

Item 1B. Unresolved Staff Comments

Not Applicable

Item 2. Properties

Through its investments in Local Limited Partnerships, the Partnership holds indirect ownership interests in the Housing Complexes. The following table reflects the status of the ten Housing Complexes as of the dates or for the periods indicated:


			As of March 31, 2011				As of December 31, 2010
Local Limited Partnership Name	Location	General Partner Name	Partnership’s Total Investment in Local Limited Partnership		Amount of Investment Paid to Date		Number of Units		Estimated Aggregate Low Income Housing Tax Credits (1)		Mortgage Balances of Local Limited Partnership
Chickasha Villa, L.P.	Chickasha, Oklahoma	Green Companies Development Group, Inc.	$	876,000	$	776,000		46	$	1,171,000	$	1,877,000

FDI-Bayshore Manor, LTD.	Palacios, Texas	Fieser Holdings, Inc.		1,177,000		1,177,000		56		1,599,000		1,733,000

FDI-Shady Oaks, LTD.	Prairie View, Texas	Fieser Holdings, Inc.		863,000		863,000		40		1,191,000		1,389,000

Kettle River Townhomes, L.P.	Sandstone, Minnesota	Curtis G. Carlson Co., Inc., M.F. Carlson Co., Inc. and Robert B. Carlson Co., Inc.		295,000		295,000		12		403,000		958,000

Marfa Villa, LTD.	Marfa, Texas	Doublekaye Corp.		246,000		246,000		24		**		774,000

Marshall Senior Housing, L.P.	Marshall, Minnesota	Marshall Senior Housing, LLC		818,000		818,000		90		1,123,000		3,022,000

Memphis 2004.0, L.P.	Memphis, Tennessee	Memphis 2004, LLC		5,774,000		5,249,000		144		7,699,000		6,308,000

Saltgrass Landing Apartments, LTD.	Rockport, Texas	Doublekaye Corp.		550,000		550,000		56		**		1,312,000

Sunflower, L.P.	Ruleville, Mississippi	SEMC, Inc.		277,000		277,000		24		370,000		772,000

Wiedemann Park Apartments, L.P.	Wilsonville, Oregon	SAH Wiedemann Park Limited, Inc.		400,000		400,000		58		540,000		2,581,000
			$	11,276,000	$	10,651,000		550	$	14,096,000	$	20,726,000

(1)

Represents aggregate anticipated Low Income Housing Tax Credits to be received over the 10 year credit period if Housing Complexes are retained and rented in compliance with credit rules for the 15-year Compliance Period. Approximately 45% of the anticipated Low Income Housing Tax Credits have been received from the Local Limited Partnerships and are no longer available to the Partnership’s Limited Partners.

** See detailed explanation in Note 2 to the audited financial statements.


	For the Year Ended December 31, 2010
Local Limited Partnership Name	Rental Income		Net Loss			Low Income Housing Tax Credits Allocated to Partnership

Chickasha Villa, L.P.	$	288,000	$	(19,000	)		99.98	%

FDI-Bayshore Manor, LTD.		260,000		(25,000	)		99.98	%

FDI-Shady Oaks, LTD.		205,000		(18,000	)		99.98	%

Kettle River Townhomes, L.P.		73,000		(24,000	)		99.98	%

Marfa Villa, LTD.		134,000		(17,000	)		99.98	%

Marshall Senior Housing, L.P.		454,000		(104,000	)		99.98	%

Memphis 2004.0, L.P.		1,032,000		(507,000	)		99.98	%

Saltgrass Landing Apartments, LTD.		244,000		(60,000	)		99.98	%

Sunflower, L.P.		176,000		(15,000	)		99.98	%

Wiedemann Park Apartments, L.P.		425,000		(88,000	)		98	%

	$	3,291,000	$	(877,000	)


			As of March 31, 2010				As of December 31, 2009
Local Limited Partnership Name	Location	General Partner Name	Partnership’s Total Investment in Local Limited Partnership		Amount of Investment Paid to Date		Number of Units		Estimated Aggregate Low Income Housing Tax Credits (1)		Mortgage Balances of Local Limited Partnership

Chickasha Villa, L.P.	Chickasha, Oklahoma	Green Companies Development Group, Inc.	$	876,000	$	776,000		46	$	1,171,000	$	1,924,000

FDI-Bayshore Manor, LTD.	Palacios, Texas	Fieser Holdings, Inc.		1,177,000		1,177,000		56		1,599,000		1,754,000

FDI-Shady Oaks, LTD.	Prairie View, Texas	Fieser Holdings, Inc.		863,000		863,000		40		1,191,000		1,409,000

Kettle River Townhomes, L.P.	Sandstone, Minnesota	Curtis G. Carlson Co., Inc., M.F. Carlson Co., Inc. and Robert B. Carlson Co., Inc.		295,000		295,000		12		403,000		960,000

Marfa Villa, LTD.	Marfa, Texas	Doublekaye Corp.		246,000		221,000		24		**		774,000

Marshall Senior Housing, L.P.	Marshall, Minnesota	Marshall Senior Housing, LLC		818,000		818,000		90		1,123,000		3,045,000

Memphis 2004.0, L.P.	Memphis, Tennessee	Memphis 2004, LLC		5,774,000		5,249,000		144		7,699,000		6,381,000

Saltgrass Landing Apartments, LTD.	Rockport, Texas	Doublekaye Corp.		550,000		550,000		56		**		1,298,000

Sunflower, L.P.	Ruleville, Mississippi	SEMC, Inc.		277,000		277,000		24		370,000		783,000

Wiedemann Park Apartments, L.P.	Wilsonville, Oregon	SAH Wiedemann Park Limited, Inc.		400,000		400,000		58		540,000		2,644,000

			$	11,276,000	$	10,626,000		550	$	14,096,000	$	20,972,000

(1)

Represents aggregate anticipated Low Income Housing Tax Credits to be received over the 10 year credit period if Housing Complexes are retained and rented in compliance with credit rules for the 15-year Compliance Period. Approximately 35% of the anticipated Low Income Housing Tax Credits have been received from the Local Limited Partnerships and are no longer available to the Partnership’s Limited Partners.

** See detailed explanation in Note 2 to the audited financial statements.


	For the Year Ended December 31, 2009
Local Limited Partnership Name	Rental Income		Net Loss			Low Income Housing Tax Credits Allocated to Partnership

Chickasha Villa, L.P.	$	265,000	$	(32,000	)		99.98	%

FDI-Bayshore Manor, LTD.		242,000		(32,000	)		99.98	%

FDI-Shady Oaks, LTD.		180,000		(33,000	)		99.98	%

Kettle River Townhomes, L.P.		75,000		(19,000	)		99.98	%

Marfa Villa, LTD.		99,000		(30,000	)		99.98	%

Marshall Senior Housing, L.P.		463,000		(83,000	)		99.98	%

Memphis 2004.0, L.P.		1,030,000		(424,000	)		99.98	%

Saltgrass Landing Apartments, LTD.		246,000		(75,000	)		99.98	%

Sunflower, L.P.		170,000		(12,000	)		99.98	%

Wiedemann Park Apartments, L.P.		413,000		(92,000	)		98	%

	$	3,183,000	$	(832,000	)


			As of March 31, 2009				As of December 31, 2008
Local Limited Partnership Name	Location	General Partner Name	Partnership’s Total Investment in Local Limited Partnership		Amount of Investment Paid to Date		Number of Units		Estimated Aggregate Low Income Housing Tax Credits (1)		Mortgage Balances of Local Limited Partnership

Chickasha Villa, L.P.	Chickasha, Oklahoma	Green Companies Development Group, Inc.	$	876,000	$	776,000		46	$	1,171,000	$	1,965,000

FDI-Bayshore Manor, LTD.	Palacios, Texas	Fieser Holdings, Inc.		1,177,000		1,177,000		56		1,599,000		1,772,000

FDI-Shady Oaks, LTD.	Prairie View, Texas	Fieser Holdings, Inc.		863,000		863,000		40		1,191,000		1,430,000

Kettle River Townhomes, L.P.	Sandstone, Minnesota	Curtis G. Carlson Co., Inc., M.F. Carlson Co., Inc. and Robert B. Carlson Co., Inc.		295,000		295,000		12		403,000		962,000

Marfa Villa, LTD.	Marfa, Texas	Doublekaye Corp.		246,000		203,000		24		**		507,000

Marshall Senior Housing, L.P.	Marshall, Minnesota	Marshall Senior Housing, LLC		818,000		818,000		90		1,123,000		3,068,000

Memphis 2004.0, L.P.	Memphis, Tennessee	Memphis 2004, LLC		5,774,000		5,249,000		144		7,699,000		6,449,000

Saltgrass Landing Apartments, LTD.	Rockport, Texas	Doublekaye Corp.		550,000		550,000		56		**		1,255,000

Sunflower, L.P.	Ruleville, Mississippi	SEMC, Inc.		277,000		277,000		24		370,000		792,000

Wiedemann Park Apartments, L.P.	Wilsonville, Oregon	SAH Wiedemann Park Limited, Inc.		400,000		400,000		58		540,000		2,704,000

			$	11,276,000	$	10,608,000		550	$	14,096,000	$	20,904,000

(1)

Represents aggregate anticipated Low Income Housing Tax Credits to be received over the 10 year credit period if Housing Complexes are retained and rented in compliance with credit rules for the 15-year Compliance Period. Approximately 24% of the anticipated Low Income Housing Tax Credits have been received from the Local Limited Partnerships and are no longer available to the Partnership’s Limited Partners.

** See detailed explanation in Note 2 to the audited financial statements.


	For the Year Ended December 31, 2008
Local Limited Partnership Name	Rental Income		Net Loss			Low Income Housing Tax Credits Allocated to Partnership

Chickasha Villa, L.P.	$	242,000	$	(53,000	)		99.98	%

FDI-Bayshore Manor, LTD.		213,000		(45,000	)		99.98	%

FDI-Shady Oaks, LTD.		178,000		(31,000	)		99.98	%

Kettle River Townhomes, L.P.		70,000		(33,000	)		99.98	%

Marfa Villa, LTD.		100,000		(23,000	)		99.98	%

Marshall Senior Housing, L.P.		439,000		(116,000	)		99.98	%

Memphis 2004.0, L.P.		1,077,000		(424,000	)		99.98	%

Saltgrass Landing Apartments, LTD.		206,000		(68,000	)		99.98	%

Sunflower, L.P.		165,000		(29,000	)		99.98	%

Wiedemann Park Apartments, L.P.		419,000		(54,000	)		98	%

	$	3,109,000	$	(876,000	)


			As of March 31, 2008				As of December 31, 2007
Local Limited Partnership Name	Location	General Partner Name	Partnership’s Total Investment in Local Limited Partnership		Amount of Investment Paid to Date		Number of Units		Estimated Aggregate Low Income Housing Tax Credits (1)		Mortgage Balances of Local Limited Partnership

Chickasha Villa, L.P.	Chickasha, Oklahoma	Green Companies Development Group, Inc.	$	876,000	$	776,000		46	$	1,171,000	$	2,010,000

FDI-Bayshore Manor, LTD.	Palacios, Texas	Fieser Holdings, Inc.		1,177,000		982,000		56		1,599,000		1,789,000

FDI-Shady Oaks, LTD.	Prairie View, Texas	Fieser Holdings, Inc.		863,000		863,000		40		1,191,000		1,447,000

Kettle River Townhomes, L.P.	Sandstone, Minnesota	Curtis G. Carlson Co., Inc., M.F. Carlson Co., Inc. and Robert B. Carlson Co., Inc.		295,000		295,000		12		403,000		964,000

Marfa Villa, LTD.	Marfa, Texas	Doublekaye Corp.		246,000		148,000		24		**		513,000

Marshall Senior Housing, L.P.	Marshall, Minnesota	Marshall Senior Housing, LLC		818,000		818,000		90		1,123,000		3,088,000

Memphis 2004.0, L.P.	Memphis, Tennessee	Memphis 2004, LLC		5,774,000		5,249,000		144		7,699,000		5,984,000

Saltgrass Landing Apartments, LTD.	Rockport, Texas	Doublekaye Corp.		550,000		550,000		56		**		1,262,000

Sunflower, L.P.	Ruleville, Mississippi	SEMC, Inc.		277,000		277,000		24		370,000		801,000

Wiedemann Park Apartments, L.P.	Wilsonville, Oregon	SAH Wiedemann Park Limited, Inc.		400,000		400,000		58		540,000		2,761,000

			$	11,276,000	$	10,358,000		550	$	14,096,000	$	20,619,000

(1)

Represents aggregate anticipated Low Income Housing Tax Credits to be received over the 10 year credit period if Housing Complexes are retained and rented in compliance with credit rules for the 15-year Compliance Period. Approximately 14% of the anticipated Low Income Housing Tax Credits have been received from the Local Limited Partnerships and are no longer available to the Partnership’s Limited Partners.

** See detailed explanation in Note 2 to the audited financial statements.


	For the Year Ended December 31, 2007
Local Limited Partnership Name	Rental Income		Net Income (Loss)			Low Income Housing Tax Credits Allocated to Partnership

Chickasha Villa, L.P.	$	243,000	$	(32,000	)		99.98	%

FDI-Bayshore Manor, LTD.		174,000		(79,000	)		99.98	%

FDI-Shady Oaks, LTD.		176,000		(26,000	)		99.98	%

Kettle River Townhomes, L.P.		69,000		(30,000	)		99.98	%

Marfa Villa, LTD.		95,000		9,000			99.98	%

Marshall Senior Housing, L.P.		443,000		(109,000	)		99.98	%

Memphis 2004.0, L.P.		901,000		(625,000	)		99.98	%

Saltgrass Landing Apartments, LTD.		194,000		(32,000	)		99.98	%

Sunflower, L.P.		156,000		(59,000	)		99.98	%

Wiedemann Park Apartments, L.P.		403,000		(85,000	)		98	%

	$	2,854,000	$	(1,068,000	)


			As of March 31, 2007				As of December 31, 2006
Local Limited Partnership Name	Location	General Partner Name	Partnership’s Total Investment in Local Limited Partnership		Amount of Investment Paid to Date		Number of Units		Estimated Aggregate Low Income Housing Tax Credits (1)		Mortgage Balances of Local Limited Partnership

Chickasha Villa, L.P.	Chickasha, Oklahoma	Green Companies Development Group, Inc.	$	891,000	$	672,000		46	$	1,171,000	$	2,049,000

FDI-Bayshore Manor, LTD.	Palacios, Texas	Fieser Holdings, Inc.		1,247,000		470,000		56		1,599,000		1,440,000

FDI-Shady Oaks, LTD.	Prairie View, Texas	Fieser Holdings, Inc.		917,000		824,000		40		1,191,000		1,465,000

Kettle River Townhomes, L.P.	Sandstone, Minnesota	Curtis G. Carlson Co., Inc., M.F. Carlson Co., Inc. and Robert B. Carlson Co., Inc.		295,000		295,000		12		403,000		966,000

Marfa Villa, LTD.	Marfa, Texas	Doublekaye Corp.		246,000		148,000		24		**		520,000

Marshall Senior Housing, L.P.	Marshall, Minnesota	Marshall Senior Housing, LLC		818,000		818,000		90		1,123,000		3,108,000

Memphis 2004.0, L.P.	Memphis, Tennessee	Memphis 2004, LLC		5,249,000		4,724,000		144		7,699,000		5,978,000

Saltgrass Landing Apartments, LTD.	Rockport, Texas	Doublekaye Corp.		550,000		550,000		56		**		1,267,000

Sunflower, L.P.	Ruleville, Mississippi	SEMC, Inc.		277,000		277,000		24		370,000		809,000

Wiedemann Park Apartments, L.P.	Wilsonville, Oregon	SAH Wiedemann Park Limited, Inc.		400,000		400,000		58		540,000		2,815,000

			$	10,890,000	$	9,178,000		550	$	14,096,000	$	20,417,000

(1)

Represents aggregate anticipated Low Income Housing Tax Credits to be received over the 10 year credit period if Housing Complexes are retained and rented in compliance with credit rules for the 15-year Compliance Period. Approximately 4% of the anticipated Low Income Housing Tax Credits have been received from the Local Limited Partnerships and are no longer available to the Partnership’s Limited Partners.

** See detailed explanation in Note 2 to the audited financial statements.


	For the Year Ended December 31, 2006
Local Limited Partnership Name	Rental Income		Net Income (Loss)			Low Income Housing Tax Credits Allocated to Partnership

Chickasha Villa, L.P.	$	243,000	$	(38,000	)		99.98	%

FDI-Bayshore Manor, LTD.		71,000		(55,000	)		99.98	%

FDI-Shady Oaks, LTD.		161,000		(28,000	)		99.98	%

Kettle River Townhomes, L.P.		64,000		(59,000	)		99.98	%

Marfa Villa, LTD.		88,000		(18,000	)		99.98	%

Marshall Senior Housing, L.P.		459,000		(127,000	)		99.98	%

Memphis 2004.0, L.P.		59,000		(347,000	)		99.98	%

Saltgrass Landing Apartments, LTD.		213,000		(58,000	)		99.98	%

Sunflower, L.P.		145,000		4,000			99.98	%

Wiedemann Park Apartments, L.P.		419,000		(99,000	)		98	%

	$	1,922,000	$	(825,000	)


			As of March 31, 2006				As of December 31, 2005
Local Limited Partnership Name	Location	General Partner Name	Partnership’s Total Investment in Local Limited Partnership		Amount of Investment Paid to Date		Number of Units		Estimated Aggregate Low Income Housing Tax Credits (1)		Mortgage Balances of Local Limited Partnership

Chickasha Villa, L.P.	Chickasha, Oklahoma	Green Companies Development Group, Inc.	$	891,000	$	672,000		46	$	1,171,000	$	2,085,000

FDI-Shady Oaks, LTD.	Prairie View, Texas	Fieser Holdings, Inc.		917,000		504,000		40		1,191,000		1,470,000

Kettle River Townhomes, L.P.	Sandstone, Minnesota	Curtis G. Carlson Co., Inc., M.F. Carlson Co., Inc. and Robert B. Carlson Co., Inc.		296,000		266,000		12		403,000		968,000

Marfa Villa, LTD.	Marfa, Texas	Doublekaye Corp., and Gary L. Kersch		246,000		148,000		24		**		559,000

Marshall Senior Housing, L.P.	Marshall, Minnesota	Marshall Senior Housing, LLC, Harold W. Teasdale, and Thomas J. Cooper		818,000		565,000		90		1,123,000		3,232,000

Memphis 2004.0, L.P.	Memphis, Tennessee	Memphis 2004, LLC		5,249,000		150,000		144		7,699,000		N/A

Saltgrass Landing Apartments, LTD.	Rockport, Texas	Doublekaye Corp., and Gary L. Kersch		550,000		550,000		56		**		1,272,000

Sunflower, L.P.	Ruleville, Mississippi	SEMC, Inc.		296,000		148,000		24		370,000		830,000

			$	9,263,000	$	3,003,000		436	$	11,957,000	$	10,416,000

(1)

Represents aggregate anticipated Low Income Housing Tax Credits to be received over the 10 year credit period if Housing Complexes are retained and rented in compliance with credit rules for the 15-year Compliance Period. Approximately 1% of the anticipated Low Income Housing Tax Credits has been received from the Local Limited Partnerships and is no longer available to the Partnership’s Limited Partners.

N/A – The Local Limited Partnership was still under construction as of December 31, 2005, therefore there was no mortgage as of that date.

** See detailed explanation in Note 2 to the audited financial statements.


	For the Year Ended December 31, 2005
Local Limited Partnership Name	Rental Income		Net Income ( Loss)			Low Income Housing Tax Credits Allocated to Partnership

Chickasha Villa, L.P.	$	209,000	$	7,000			99.98	%

FDI-Shady Oaks, LTD.		91,000		(10,000	)		99.98	%

Kettle River Townhomes, L.P.		14,000		(6,000	)		99.98	%

Marfa Villa, LTD.		71,000		(15,000	)		99.98	%

Marshall Senior Housing, L.P.		418,000		(92,000	)		99.98	%

Memphis 2004.0, L.P.		N/A		N/A			99.98	%

Saltgrass Landing Apartments, LTD.		130,000		(44,000	)		99.98	%

Sunflower, L.P.		79,000		13,000			99.98	%

	$	1,012,000	$	(147,000	)

N/A – The Local Limited Partnership was still under construction as of December 31, 2005, therefore there was no rental activity.

WNC Housing Tax Credit Fund VI, L.P., Series 12

March 31, 2011, 2010, 2009, 2008, 2007 and 2006

		Occupancy Rates
		As of December 31,
Local Limited Partnership Name	Location	General Partner Name	2010	2009	2008	2007	2006	2005	2004

Chickasha Villa, L.P.	Chickasha, Oklahoma	Green Companies Development Group, Inc.	98%	96%	96%	76%	85%	89%	*

FDI-Bayshore Manor, LTD.	Palacios, Texas	Fieser Holdings, Inc.	95%	96%	89%	93%	63%	*	*

FDI-Shady Oaks, LTD.	Prairie View, Texas	Fieser Holdings, Inc.	93%	90%	93%	88%	100%	85%	*

Kettle River Townhomes, L.P.	Sandstone, Minnesota	Curtis G. Carlson Co., Inc., M.F. Carlson Co., Inc. and Robert B. Carlson Co., Inc.	83%	100%	100%	67%	100%	100%	*

Marfa Villa, LTD.	Marfa, Texas	Doublekaye Corp.	100%	96%	96%	83%	88%	83%	*

Marshall Senior Housing, L.P.	Marshall, Minnesota	Marshall Senior Housing, LLC	91%	90%	80%	77%	88%	90%	*

Memphis 2004.0, L.P.	Memphis, Tennessee	Memphis 2004, LLC	92%	93%	91%	93%	60%	**	*

Saltgrass Landing Apartments, LTD.	Rockport, Texas	Doublekaye Corp.	98%	98%	91%	91%	84%	89%	*

Sunflower, L.P.	Ruleville, Mississippi	SEMC, Inc.	100%	100%	100%	100%	100%	**	*

Wiedemann Park Apartments, L.P.	Wilsonville, Oregon	SAH Wiedemann Park Limited, Inc.	83%	95%	91%	97%	95%	*	*

		Weighted Average	93%	94%	90%	88%	80%	89%

* The Partnership had not acquired its Local Limited Partnership Interest prior to the respective year-end.

**As of the respective year-end, the Local Limited Partnership was under construction.

Item 3. Legal Proceedings

NONE

Item 4. (Removed and Reserved)

PART II.

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

Item 5a.

The Partnership Units are not traded on a public exchange but were sold through a public offering. It is not anticipated that any public market will develop for the purchase and sale of any Partnership Units and none exists. Partnership Units can be assigned or otherwise transferred only if certain requirements in the Partnership Agreement are satisfied.

b)	At March 31, 2011, 2010, 2009, 2008, 2007 and 2006, there were 679, 671, 671, 670, 667 and 670 Limited Partners, respectively, and no assignees of Partnership Units who were not admitted as Limited Partners, respectively.

The Partnership was not designed to provide operating cash distributions to Limited Partners. It is possible that the Partnership could make distributions from sale proceeds, if the Partnership is able to sell its Local Limited Partnership Interests or Housing Complexes for more than the related closing costs and any then accrued obligations of the Partnership. There can be no assurance in this regard. Any distributions would be made in accordance with the terms of the Partnership Agreement. For all periods presented there were no cash distributions to the Limited Partners.

d)	No securities are authorized for issuance by the Partnership under equity compensation plans.

e)	The Partnership does not issue common stock.

f)	No unregistered securities were sold by the Partnership during the years ended March 31, 2011, 2010, 2009, 2008, 2007 and 2006.

Item 5b. Use of Proceeds

NOT APPLICABLE

Item 5c. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

NONE

Item 6. Selected Financial Data

Selected balance sheet information for the Partnership is as follows:

	March 31,

	2011		2010		2009		2008		2007		2006		2005

ASSETS
Cash and cash equivalents	$	1,139,693	$	1,200,840	$	1,228,361	$	1,493,843	$	2,630,727	$	8,665,859	$	1,883,111
Investments in Local Limited Partnerships, net		7,118,320		8,026,278		9,012,662		9,845,862		10,552,797		9,465,751		1,525,688
Due from dealers		-		-		-		-		-		-		376,000
Prepaid acquisition fees and costs		-		-		-		-		-		200,643		204,306

Total Assets	$	8,258,013	$	9,227,118	$	10,241,023	$	11,339,705	$	13,183,524	$	18,332,253	$	3,989,105

LIABILITIES
Payables to Local Limited Partnerships	$	624,895	$	649,499	$	667,981	$	918,378	$	1,712,536	$	6,261,462	$	381,771
Accrued expenses		-		-		-		9,765		-		4,150		-
Accrued fees and expenses due to General Partner and affiliates		704,812		569,970		413,125		268,005		127,191		38,081		209,694

Total Liabilities		1,329,707		1,219,469		1,081,106		1,196,148		1,839,727		6,303,693		591,465

PARTNERS' EQUITY (DEFICIT)		6,928,306		8,007,649		9,159,917		10,143,557		11,343,797		12,028,560		3,397,640

Total Liabilities and Partners’ Equity (Deficit)	$	8,258,013	$	9,227,118	$	10,241,023	$	11,339,705	$	13,183,524	$	18,332,253	$	3,989,105

Selected results of operations, cash flows and other information for the Partnership are as follows:

	For the Years Ended March 31,
	2011			2010			2009			2008			2007			2006			For the period from January 21, 2005 (date operations commenced) through March 31, 2005

Loss from operations (Note 1)	$	(431,262	)	$	(430,204	)	$	(210,081	)	$	(224,101	)	$	(187,624	)	$	(872,360	)	$	(59,537	)
Equity in losses of Local Limited Partnerships		(650,453	)		(724,892	)		(783,912	)		(1,042,880	)		(690,840	)		(146,997	)		-
Interest income		2,372			2,828			10,353			66,741			165,801			32,774			-
Net loss	$	(1,079,343	)	$	(1,152,268	)	$	(983,640	)	$	(1,200,240	)	$	(712,663	)	$	(986,583	)	$	(59,537	)

Net loss allocated to:
General Partner	$	(1,079	)	$	(1,152	)	$	(984	)	$	(1,200	)	$	(713	)	$	(987	)	$	(60	)

Limited Partners	$	(1,078,264	)	$	(1,151,116	)	$	(982,656	)	$	(1,199,040	)	$	(711,950	)	$	(985,596	)	$	(59,477	)

Net loss per Partnership Unit	$	(71.79	)	$	(76.64	)	$	(65.43	)	$	(79.83	)	$	(47.40	)	$	(65.62	)	$	(14.56	)

Outstanding weighted Partnership Units		15,019			15,019			15,019			15,019			15,019			15,019			4,084

Note 1 - Loss from operations for the years ended March 31, 2011, 2010, 2009, 2008, 2007, 2006 and for the period from January 21, 2005 (date operations commenced) through March 31, 2005, include a charge for impairment losses on investments in Local Limited Partnerships of $208,217, $212,204, $0, $0, $0, $737,778 and $0, respectively (see Note 2 to the financial statements).

	For the Years Ended March 31,
	2011			2010			2009			2008			2007			2006			For the Period January 21, 2005 (Date Operations Commenced) through March 31, 2005

Net cash and cash equivalents provided by (used in):

Operating activities	$	(36,543	)	$	(9,039	)	$	(15,085	)	$	42,507		$	110,974		$	(241,828	)	$	69,568
Investing activities		(24,604	)		(18,482	)		(250,397	)		(1,179,391	)		(6,174,006	)		(3,008,927	)		(1,349,299	)
Financing activities		-			-			-			-			27,900			10,033,503			3,161,742

Net change in cash and cash equivalents		(61,147	)		(27,521	)		(265,482	)		(1,136,884	)		(6,035,132	)		6,782,748			1,882,011

Cash and cash equivalents, beginning of period		1,200,840			1,228,361			1,493,843			2,630,727			8,665,859			1,883,111			1,100

Cash and cash equivalents, end of period	$	1,139,693		$	1,200,840		$	1,228,361		$	1,493,843		$	2,630,727		$	8,665,859		$	1,883,111

Low Income Housing Tax Credits per Partnership Unit were as follows for the years ended December 31:

	2010		2009		2008		2007		2006		2005

Federal	$	96	$	96	$	96	$	94	$	30	$	11
State		-		-		-		-		-		-

Total	$	96	$	96	$	96	$	94	$	30	$	11

Item 7. 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-K 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, changes in law rules and regulations, and 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-K and in other reports filed with the Securities and Exchange Commission. The following discussion should be read in conjunction with the financial statements and the notes thereto included elsewhere in this filing.

Critical Accounting Policies and Certain Risks and Uncertainties

The Partnership believes that the following discussion addresses the Partnership’s most significant accounting policies, which are the most critical to aid in fully understanding and evaluating the Partnership’s reported financial results, and certain of the Partnership’s risks and uncertainties.

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.

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 product 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 incurred by the Partnership in acquiring the investments were capitalized as part of the investment account and are being amortized over 27.5 years (See Notes 2 and 3 to the financial statements).

“Equity in losses of Local Limited Partnerships” for each year ended March 31 has been recorded by the Partnership based on the twelve months of reported results provided by the Local Limited Partnerships for each year ended December 31. Equity in losses from the Local Limited Partnerships allocated to the Partnership is 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.

Distributions received from the Local Limited Partnerships are accounted for as a reduction of the investment balance. Distributions received after the investment has reached zero are recognized as distribution income.

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.

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.

Impact of Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued accounting guidance for Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. This guidance is effective for financial statements issued for fiscal years beginning after November 15, 2007 and shall be applied prospectively except for very limited transactions. In February 2008, the FASB delayed for one year implementation of the guidance as it pertains to certain non-financial assets and liabilities. The Partnership adopted GAAP for Fair Value Measurements effective April 1, 2008, except as it applies to those non-financial assets and liabilities, for which the effective date was April 1, 2009. The Partnership has determined that adoption of this guidance had no material impact on the Partnership’s financial statements.

In February 2007, the FASB issued accounting guidance for The Fair Value Option for Financial Assets and Financial Liabilities. This guidance permits entities to choose to measure many financial instruments and certain other items at fair value. The fair value election is designed to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. It is effective for fiscal years beginning after November 15, 2007. On April 1, 2008, the Partnership adopted GAAP for The Fair Value Option for Financial Assets and Financial Liabilities and elected not to apply the provisions to its eligible financial assets and financial liabilities on the date of adoption. Accordingly, the initial application of the guidance had no effect on the Partnership.

In November 2008, the FASB issued accounting guidance on Equity Method Investment Accounting Considerations that addresses how the initial carrying value of an equity method investment should be determined, how an impairment assessment of an underlying indefinite-lived intangible asset of an equity method investment should be performed, how an equity method investee’s issuance of shares should be accounted for, and how to account for a change in an investment from the equity method to the cost method. This guidance is effective in fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. The Partnership adopted the guidance for the interim quarterly period beginning April 1, 2009. The impact of adopting it did not have a material impact on the Partnership’s financial condition or results of operations.

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.

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-K.

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.

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.

Certain Risks and Uncertainties

See Item 1A for a discussion of risks regarding the Partnership.

To date, certain Local Limited Partnerships have incurred significant operating losses and 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 lost, and the loss and recapture of the related Low Income Housing Tax Credits could occur.

Financial Condition

For the year ended March 31, 2011

The Partnership’s assets at March 31, 2011 consisted of $1,140,000 in cash and cash equivalents and aggregate investments in 10 Local Limited Partnerships of $7,118,000 (See “Method of Accounting for Investments in Local Limited Partnerships”). Liabilities at March 31, 2011 consisted of $705,000 of accrued fees and expenses due to General Partner and affiliates (See “Future Contractual Cash Obligations” below) and $625,000 of payables to Local Limited Partnerships.

For the year ended March 31, 2010

The Partnership’s assets at March 31, 2010 consisted of $1,201,000 in cash and cash equivalents and aggregate investments in 10 Local Limited Partnerships of $8,026,000 (See “Method of Accounting for Investments in Local Limited Partnerships”). Liabilities at March 31, 2010 consisted of $570,000 of accrued fees and expenses due to General Partner and affiliates (See “Future Contractual Cash Obligations” below) and $649,000 of payables to Local Limited Partnerships.

For the year ended March 31, 2009

The Partnership’s assets at March 31, 2009 consisted of $1,228,000 in cash and cash equivalents and aggregate investments in 10 Local Limited Partnerships of $9,013,000 (See “Method of Accounting for Investments in Local Limited Partnerships”). Liabilities at March 31, 2009 consisted of $413,000 of accrued fees and expenses due to General Partner and affiliates (See “Future Contractual Cash Obligations” below) and $668,000 of payables to Local Limited Partnerships.

For the year ended March 31, 2008

The Partnership’s assets at March 31, 2008 consisted of $1,494,000 in cash and cash equivalents and aggregate investments in 10 Local Limited Partnerships of $9,846,000 (See “Method of Accounting for Investments in Local Limited Partnerships”). Liabilities at March 31, 2008 consisted of $268,000 of accrued fees and expenses due to General Partner and affiliates (See “Future Contractual Cash Obligations” below), $918,000 of payables to Local Limited Partnerships and accrued expenses of $10,000.

For the year ended March 31, 2007

The Partnership’s assets at March 31, 2007 consisted of $2,631,000 in cash and cash equivalents and aggregate investments in 10 Local Limited Partnerships of $10,553,000 (See “Method of Accounting for Investments in Local Limited Partnerships”). Liabilities at March 31, 2007 consisted of $127,000 of accrued fees and expenses due to General Partner and affiliates (See “Future Contractual Cash Obligations” below) and $1,713,000 of payables to Local Limited Partnerships.

For the year ended March 31, 2006

The Partnership’s assets at March 31, 2006 consisted of $8,666,000 in cash and cash equivalents, aggregate investments in 8 Local Limited Partnerships of $9,466,000 (See “Method of Accounting for Investments in Local Limited Partnerships”) and $201,000 of prepaid acquisition costs and fees. Liabilities at March 31, 2006 consisted of $38,000 of accrued fees and expenses due to General Partner and affiliates (See “Future Contractual Cash Obligations” below), accrued expenses of $4,000 and $6,261,000 of payables to Local Limited Partnerships.

Results of Operations

Year Ended March 31, 2011 Compared to Year Ended March 31, 2010 The Partnership’s net loss for the year ended March 31, 2011 was $(1,079,000), reflecting a decrease of $73,000 from the net loss experienced for the year ended March 31, 2010 of $(1,152,000). The decrease in net loss was partially due to a decrease of $4,000 in impairment loss for the year ended March 31, 2011 compared to the year ended March 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. Reporting fees decreased by $(4,000) for the year ended March 31, 2011. These fees vary as Local Limited Partnerships pay the reporting fees to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment. There was also a $74,000 decrease in equity in losses of Local Limited Partnerships for the year ended March 31, 2011. The equity in losses can vary from year to year depending on the operations of the underlying Housing Complexes of the Local Limited Partnerships.

Year Ended March 31, 2010 Compared to Year Ended March 31, 2009 The Partnership’s net loss for the year ended March 31, 2010 was $(1,152,000), reflecting an increase of $(168,000) from the net loss experienced for the year ended March 31, 2009 of $(984,000). The increase in net loss was largely due to an increase of $(212,000) in impairment loss for the year ended March 31, 2010 compared to the year ended March 31, 2009. 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. The accounting and legal fees increased by $(8,000) due to the timing of legal and accounting work. Reporting fees decreased by $(3,000) for the year ended March 31, 2010. These fees vary as Local Limited Partnerships pay the reporting fees to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment. There was also a $59,000 decrease in equity in losses of Local Limited Partnerships. The equity in losses can vary from year to year depending on the operations of the underlying Housing Complexes of the Local Limited Partnerships. Interest income decreased by $(8,000) due to the fact that interest rates declined for the year ended March 31, 2010 compared to the year ended March 31, 2009.

Year Ended March 31, 2009 Compared to Year Ended March 31, 2008 The Partnership’s net loss for the year ended March 31, 2009 was $(984,000), reflecting a decrease of $216,000 from the net loss experienced for the year ended March 31, 2008 of $(1,200,000). The decrease in net loss was largely due to a $259,000 decrease in equity in losses of Local Limited Partnerships. The equity in losses of Local Limited Partnerships can vary each year depending on the operations of the underlying Housing Complexes of the Local Limited Partnerships. The accounting and legal fees decreased by $10,000 for the year ended March 31, 2009 compared to the year ended March 31, 2008 due to the timing of the accounting work performed. Reporting fees increased by $1,000 for the year ended March 31, 2009. These fees vary as Local Limited Partnerships pay the reporting fees to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment. There was also a $(56,000) decrease of interest income for the year ended March 31, 2009 due to the fact that interest rates declined significantly for the year ended March 31, 2009 compared to the year ended March 31, 2008. Asset management expenses decreased by $4,000 due to the fact that the Housing Complexes are inspected once every two years, therefore this expense will vary from period to period depending on the number of visits completed each year.

Year Ended March 31, 2008 Compared to Year Ended March 31, 2007 The Partnership’s net loss for the year ended March 31, 2008 was $(1,200,000), reflecting an increase of $(487,000) from the net loss experienced for the year ended March 31, 2007 of $(713,000). There was a $(352,000) increase in equity in losses of Local Limited Partnerships for the year ended March 31, 2008. The equity in losses can vary each year depending on the operations of the underlying Housing Complexes of the Local Limited Partnerships. There was also a $2,000 decrease in accounting and legal fees for the year ended March 31, 2008 compared to the year ended March 31, 2007 due to the timing of the accounting work performed. The asset management fees increased by $(56,000) for the year ended March 31, 2008 as some of the Local Limited Partnerships were being acquired during the year ended March 31, 2007. Therefore, a full year of asset management fees was not incurred during the year ended March 31, 2007. The asset management fees are calculated based on invested assets, which are comprised of the equity contributed by the Partnership and the mortgage payable. Reporting fees increased by $17,000 for the year ended March 31, 2008. These fees vary as Local Limited Partnerships pay the reporting fees to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment. Interest income decreased by $(99,000) due to the fact that interest rates and the cash balances being maintained by the Partnership declined significantly for the year ended March 31, 2008 compared to the year ended March 31, 2007.

Year Ended March 31, 2007 Compared to Year Ended March 31, 2006 The Partnership’s net loss for the year ended March 31, 2007 was $(713,000), reflecting a decrease of $274,000 from the net loss experienced for the year ended March 31, 2006 of $(987,000). The decrease in net loss was partially due to an decrease of $(738,000) in impairment loss for the year ended March 31, 2007 compared to the year ended March 31, 2006. During the year ended March 31, 2006 it was determined that two of the Local Limited Partnerships were not going to deliver any Low Income Housing Tax Credits since the rehabilitation work on the two underlying Housing Complexes had not been completed. Therefore, the two Local Limited Partnerships were impaired to a net carrying value of zero as of March 31, 2006. No such triggering events occurred during the year ended March 31, 2007. The amortization expense increased by $(20,000) for the year ended March 31, 2007. The amortization expense is calculated on the acquisition costs and that are incurred as Local Limited Partnerships are being acquired. The accounting and legal fees decreased by $5,000 for the year ended March 31, 2007 compared to the year ended March 31, 2006 due to the timing of the accounting work performed. Reporting fees decreased by $(5,000) for the year ended March 31, 2007. These fees vary as Local Limited Partnerships pay the reporting fees to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment. There was a $(544,000) increase of equity in losses of Local Limited Partnerships. The equity in losses can vary each year depending on the operations of the underlying Housing Complexes of the Local Limited Partnerships. The asset management fees increased by $(57,000) for the year ended March 31, 2007 as some of the Local Limited Partnerships were being acquired during the year ended March 31, 2006. Therefore, a full year of asset management fees were not incurred for the year ended March 31, 2006. The asset management fees are calculated based on invested assets, which are comprised of the equity contributed by the Partnership and the mortgage payable. Interest income increased by $133,000 due to higher interest rates and higher average balances during the year ended March 31, 2007 compared to the year ended March 31, 2006. The organization costs decreased by $26,000 for the year ended March 31, 2007 compared to the year ended March 31, 2006 due to the fact that the organization costs are incurred during the initial years of the Partnership.

Year Ended March 31, 2006 Compared to the Period Ended March 31, 2005. The Partnership’s net loss for the year ended March 31, 2006 was $(987,000), reflecting an increase of $(927,000) from the net loss of $(60,000) experienced for the period ended March 31, 2005. The equity in losses increased by $(147,000) for the year ended March 31, 2006. The equity in losses can vary each year depending on the operations of the underlying Housing Complexes of the Local Limited Partnerships. During the period ended March 31, 2005, the Local Limited Partnerships were in the lease-up phase, therefore no equity in losses was recorded. The amortization expense increased by $(26,000) for the year ended March 31, 2006. The amortization expense is calculated on the acquisition costs and that are incurred as Local Limited Partnerships are being acquired. The majority of those Local Limited Partnerships were acquired during the year ended March 31, 2006 compared to only three during the period ended March 31, 2005. The accounting and legal fees increased by $(19,000) for the year ended March 31, 2006 compared to the period ended March 31, 2005 due to the timing of the accounting work performed. The asset management fees increased by $(49,000) for the year ended March 31, 2006 as not all Local Limited Partnerships had been acquired as of March 31, 2005. The asset management fees are calculated based on invested assets, which are comprised of the equity contributed by the Partnership and the mortgage payable. The asset management expenses increased by $9,000 for the year ended March 31, 2006 due to the timing of the necessary property inspections. Reporting fees increased by $5,000 for the year ended March 31, 2006. These fees vary as Local Limited Partnerships pay the reporting fees to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment. Interest income increased by $33,000 due to the fact that the cash balances being maintained by the Partnership increased for the year ended March 31, 2006 compared to the period ended March 31, 2005. The organization costs decreased by $24,000 for the year ended March 31, 2006 compared to the year ended March 31, 2005 due to the fact that the maximum allowable amounts of $75,000 was reached during the year ended March 31, 2006 and no further expense could be recorded.

Liquidity and Capital Resources

Year Ended March 31, 2011 Compared to Year Ended March 31, 2010 The net decrease in cash and cash equivalents during the year ended March 31, 2011 was $(61,000) compared to a net decrease in cash and cash equivalents for the year ended March 31, 2010 of $(28,000). During the year ended March 31, 2011, the Partnership paid capital contributions to Local Limited Partnerships in the amount of $25,000 compared to $18,000 paid during the year ended March 31, 2010. Certain benchmarks must be met by the Local Limited Partnerships in order for capital contributions to be paid. The Partnership paid accrued asset management fees of $25,000 during the year ended March 31, 2011 compared to $22,000 paid during the year ended March 31, 2010. For the year ended March 31, 2011, the Partnership reimbursed the General Partner or an affiliate $24,000 for operating expenses paid on its behalf compared to $4,000 reimbursed during the year ended March 31, 2010. The accrued asset management fees and reimbursement of operating expenses are paid after management reviews the cash position of the Partnership. The Partnership also collected $(4,000) less in reporting fees for the year ended March 31, 2011 compared to the year ended March 31, 2010. Local Limited Partnerships pay the reporting fees to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment.

Year Ended March 31, 2010 Compared to Year Ended March 31, 2009 The net decrease in cash and cash equivalents during the year ended March 31, 2010 was $(28,000) compared to a net decrease in cash and cash equivalents for the year ended March 31, 2009 of $(265,000). During the year ended March 31, 2010, the Partnership paid capital contributions to Local Limited Partnerships in the amount of $18,000 compared to $250,000 paid during the year ended March 31, 2009. Certain benchmarks must be met by the Local Limited Partnerships in order for capital contributions to be paid. The Partnership paid accrued asset management fees of $22,000 during the year ended March 31, 2010, compared to $16,000 paid during the year ended March 31, 2009. For the year ended March 31, 2010 the Partnership reimbursed the General Partner or an affiliate $4,000 for operating expenses paid on its behalf compared to $17,000 reimbursed during the year ended March 31, 2009. The accrued asset management fees and reimbursement of operating expenses are paid after management reviews the cash position of the Partnership. The Partnership also collected $(3,000) less in reporting fees for the year ended March 31, 2010 compared to the year ended March 31, 2009. Local Limited Partnerships pay the reporting fees to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment.

Year Ended March 31, 2009 Compared to Year Ended March 31, 2008 The net decrease in cash and cash equivalents during the year ended March 31, 2009 was $(265,000) compared to a net decrease in cash and cash equivalents for the year ended March 31, 2008 of $(1,137,000). The Partnership paid accrued asset management fees of $16,000 during the year ended March 31, 2009 compared to $28,000 paid during the year ended March 31, 2008. For the year ended March 31, 2009, the Partnership reimbursed the General Partner or an affiliate $17,000 for operating expenses paid on its behalf compared to $13,000 reimbursed during the year ended March 31, 2008. The accrued asset management fees and reimbursement of operating expenses are paid after management reviews the cash position of the Partnership. Additionally, the Partnership received $56,000 less interest income during the year ended March 31, 2009 due to the fact that interest rates decreased significantly. During the year ended March 31, 2009, the Partnership paid capital contributions to Local Limited Partnerships in the amount of $250,000 compared to $1,181,000 paid during the year ended March 31, 2008. Certain benchmarks must be met by the Local Limited Partnership in order for capital contributions to be paid.

Year Ended March 31, 2008 Compared to Year Ended March 31, 2007 The net decrease in cash and cash equivalents during the year ended March 31, 2008 was $(1,137,000) compared to a net decrease in cash and cash equivalents for the year ended March 31, 2007 of $(6,035,000). During the year ended March 31, 2008, the Partnership paid capital contributions to Local Limited Partnerships in the amount of $1,181,000 compared to $6,176,000 of capital contributions paid during the year ended March 31, 2007. Certain benchmarks must be met by the Local Limited Partnership in order for capital contributions to be paid. During the year ended March 31, 2007, the Partnership received $30,000 of capital contributions compared to no capital contributions received during the year ended March 31, 2008. For the year ended March 31, 2008, the Partnership reimbursed the General Partner or an affiliate $13,000 for operating expenses paid on its behalf compared to $27,000 reimbursed during the year ended March 31, 2007. Additionally, the Partnership received $99,000 less of interest income during the year ended March 31, 2008 due to the fact that interest rates and average cash balances decreased significantly for the year ended March 31, 2008. The Partnership received $17,000 more in reporting fees from Local Limited Partnerships during the year ended March 31, 2008. Local Limited Partnerships pay the reporting fees to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment.

Year Ended March 31, 2007 Compared to Year Ended March 31, 2006 The net decrease in cash and cash equivalents during the year ended March 31, 2007 was $(6,035,000) compared to a net increase in cash and cash equivalents for the year ended March 31, 2006 of $6,783,000. The change was mainly due to the fact that during the year ended March 31, 2006, the Partnership received capital contributions and collected on investor promissory notes totaling $11,429,000 compared to $30,000 collections on investor promissory notes during the year ended March 31, 2007. The Partnership paid $2,000 of offering expenses to the General Partner during the year ended March 31, 2007 compared to $1,395,000 paid during the year ended March 31, 2006. During the year ended March 31, 2007, the Partnership paid capital contributions to Local Limited Partnerships in the amount of $6,176,000 compared to $2,024,000 of capital contributions paid during the year ended March 31, 2006. Certain benchmarks must be met by the Local Limited Partnership in order for capital contributions to be paid. The Partnership paid $985,000 of acquisition fees and costs during the year ended March 31, 2006 compared to no such payments during the year ended March 31, 2007. For the year ended March 31, 2007, the Partnership reimbursed the General Partner or an affiliate $27,000 for operating expenses paid on its behalf compared to $33,000 reimbursed during the year ended March 31, 2006. During the year ended March 31, 2007, the Partnership paid $28,000 in accrued asset management fees compared to $20,000 of asset management fees paid during the year ended March 31, 2006. Each year, the Partnership evaluates the cash position and determines how much of the accrued asset management fee and operating expense reimbursements will be paid to the General Partner or affiliate. Interest income increased by $133,000 for the year ended March 31, 2007 because the cash balances maintained by the Partnership were significantly higher during the year ended March 31, 2007 than the balances maintained during the year ended March 31, 2006.

Year Ended March 31, 2006 Compared to Period Ended March 31, 2005. The net increase in cash and cash equivalents during the year ended March 31, 2006 was $6,783,000, compared to a net increase in cash and cash equivalents during the year ended March 31, 2005 of $1,882,000. The change was mainly due to the fact that during the year ended March 31, 2006, the Partnership received $11,429,000 of capital contributions and collections on investor promissory notes compared to $3,551,000 of capital contributions received during the period ended March 31, 2005. The Partnership paid $1,395,000 of offering expenses to the General Partner during the year ended March 31, 2006 compared to $389,000 paid during the period ended March 31, 2005. The Partnership paid $2,024,000 of capital contributions to Local Limited Partnerships during the year ended March 31, 2006 compared to $979,000 of capital contributions paid during the period ended March 31, 2005. Certain benchmarks must be met by the Local Limited Partnerships in order for capital contributions to be paid. The Partnership paid $985,000 of acquisition fees and costs during the year ended March 31, 2006 compared to $371,000 was paid during the period ended March 31, 2005. For the year ended March 31, 2006, the Partnership reimbursed the General Partner or an affiliate $33,000 for operating expenses paid on its behalf compared to no reimbursements during the period ended March 31, 2005. Additionally, during the year ended March 31, 2006, the Partnership paid $20,000 of accrued asset management fees compared to no asset management fees paid during the period ended March 31, 2005. Each year, the Partnership evaluates the cash position and determines how much of the accrued asset management fee and operating expense reimbursements will be paid to the General Partner or affiliate.

Accrued payables, which consist primarily of related party asset management fees due to the General Partner, increased (decreased) by approximately $135,000, $57,000, $145,000, $141,000, $89,000, $(172,000) and $210,000, for the years ended March 31, 2011, 2010, 2009, 2008, 2007, 2006 and for the period ended March 31, 2005, respectively. The General Partner does not anticipate that these accrued fees will be paid until such time as capital reserves are in excess of future foreseeable working capital requirements of the Partnership.

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 August 31, 2012.

Other Matters

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”).

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. Currently, the Partnership is consulting with legal counsel in regards to further actions that will be taken.

Future Contractual Cash Obligations

The following table summarizes the Partnership’s future contractual cash obligations as of March 31, 2011:

	2012		2013		2014		2015		2016		Thereafter		Total

Asset management fees(1)	$	871,540	$	166,728	$	166,728	$	166,728	$	166,728	$	8,169,672	$	9,708,124
Payables to Local Limited Partnerships		624,895		-		-		-		-		-		624,895
Total contractual cash obligations	$	1,496,435	$	166,728	$	166,728	$	166,728	$	166,728	$	8,169,672	$	10,333,019

(1)

Asset management fees are payable annually until termination of the Partnership, which is to occur no later than December 31, 2065. The estimate of the fees payable included herein assumes the retention of the Partnership’s interest in all Housing Complexes until December 31, 2065. Amounts due to the General Partner as of March 31, 2011 have been included in the 2012 column. The General Partner does not anticipate that these fees will be paid until such time as capital reserves are in excess of the aggregate of the existing contractual obligations and the anticipated future foreseeable obligations of the Partnership.

For additional information regarding our asset management fees and payables to Local Limited Partnerships, see Notes 3 and 5 to the financial statements included elsewhere herein.

Off-Balance Sheet Arrangements

The Partnership has no off-balance sheet arrangements.

Exit Strategy

See Item 1 for information in this regard.

Impact of Recent Accounting Pronouncements

See footnote 1 to the audited financial statements.

Item 7A. Quantitative and Qualitative Disclosures Above Market Risk

NOT APPLICABLE

Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners

WNC Housing Tax Credit Fund VI, L.P., Series 12

We have audited the accompanying balance sheets of WNC Housing Tax Credit Fund VI, L.P., Series 12 (the Partnership) as of March 31, 2011, 2010, 2009, 2008, 2007, 2006 and 2005 and the related statements of operations, partners’ equity (deficit) and cash flows for each of the years in the six-year period ended March 31, 2011 and for the period January 21, 2005 (date operations commenced) through March 31, 2005. The Partnership’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of certain local limited partnerships for which investments represent $3,683,462, $4,123,035, $4,558,967, $5,012,257, $5,170,963, $5,533,317 and $0 of the total Partnership assets as of March 31, 2011, 2010, 2009, 2008, 2007, 2006 and 2005, respectively, and $(439,573), $(435,932), $(453,290), $(683,601), $(343,398), $12,959 and $0 of the total Partnership loss for the years ended March 31, 2011, 2010, 2009, 2008, 2007 and 2006 and for the period January 21, 2005 (date operations commenced) through March 31, 2005, respectively. Those statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to those local limited partnerships, is based solely on the reports of the other auditors.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of WNC Housing Tax Credit Fund VI, L.P., Series 12 as of March 31, 2011, 2010, 2009, 2008, 2007, 2006 and 2005, and the results of its operations and its cash flows for each of the years in the six-year period ended March 31, 2011 and for the period January 21, 2005 (date operations commenced) through March 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules listed under Item 15(a)(2) in the index related to years above are presented for the purpose of complying with the Securities and Exchange Commission’s rules and are not part of the basic financial statements. These schedules have been subjected to the auditing procedures applied to the audits of the basic financial statements and, in our opinion, fairly state in all material respects the financial statement data required to be set forth therein in relation to the basic financial statements taken as a whole.

/s/Reznick Group, P.C.

Bethesda, Maryland

August 26, 2011

PAILET, MEUNIER and LeBLANC, L.L.P.

Certified Public Accountants

Management Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners

SUNFLOWER L P.

We have audited the accompanying balance sheets of SUNFLOWER L. P., RHS PROJECT NO. 28-067-342016504, as of December 31, 2006 and 2005 and the related statements of operations, changes in partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SUNFLOWER L. P. as of December 31, 2006 and 2005 and the results of its operations, changes in partners' equity and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated January 28, 2007 on our consideration of SUNFLOWER L. P.'s internal control over financial reporting and and on its compliance with laws and regulations applicable to be financial statements.

/s/ Pailet, Meunier and LeBlanc, L.L.P.

Metairie, Louisiana

January 28, 2007

3421 N. Causeway Blvd., Suite 701. Metairie, LA 70002 Telephone (504) 837-0770. Fax (504) 837-7102

Member of

IGAF Worldwide - Member Firms in Principal Cities . PCAOB - Public Company Accounting Oversight Board

AICPA Centers . Center for Public Company Audit Firms (SEC)

Governmental Audit Quality Center . Private Companies Practice Section (PCPS)

PAILET, MEUNIER and LeBLANC, L.L.P.

Certified Public Accountants

Management Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners

SUNFLOWER L P.

Ruleville, Mississippi

and

USDA Rural Development Servicing Office

Greenville, Mississippi

We have audited the accompanying balance sheets of SUNFLOWER L. P., RHS PROJECT NO. 28-067-342016504, as of December 31, 2007 and 2006 and the related statements of operations, changes in partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SUNFLOWER L. P. as of December 31, 2007 and 2006 and the results of its operations, changes in partners' equity and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated February 15, 2008 on our consideration of SUNFLOWER L. P.'s internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

/s/ Pailet, Meunier and LeBlanc, L.L.P.

Metairie, Louisiana

February 15, 2008

3421 N. Causeway Blvd., Suite 701. Metairie, LA 70002 Telephone (504) 837-0770. Fax (504) 837-7102

Member of

IGAF Worldwide - Member Firms in Principal Cities . PCAOB - Public Company Accounting Oversight Board

AICPA Centers . Center for Public Company Audit Firms (SEC)

Governmental Audit Quality Center . Private Companies Practice Section (PCPS)

PAILET, MEUNIER and LeBLANC, L.L.P.

Certified Public Accountants

Management Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners

SUNFLOWER L. P.

Ruleville, Mississippi

and

USDA Rural Development Servicing Office

Greenville, Mississippi

We have audited the accompanying balance sheets of SUNFLOWER L. P., RHS PROJECT NO. 28067-194254700, as of December 31, 2009 and 2008 and the related statements of operations, changes in partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SUNFLOWER L. P. as of December 31, 2009 and 2008 and the results of its operations, changes in partners' equity and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated January 18, 2010 on our consideration of SUNFLOWER L. P.'s internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

/s/ Pailet, Meunier and LeBlanc, L.L.P.

Metairie, Louisiana

January 18, 2008

3421 N. Causeway Blvd., Suite 701. Metairie, LA 70002 Telephone (504) 837-0770. Fax (504) 837-7102

Member of

IGAF Worldwide - Member Firms in Principal Cities . PCAOB - Public Company Accounting Oversight Board

AICPA Centers . Center for Public Company Audit Firms (SEC)

Governmental Audit Quality Center . Private Companies Practice Section (PCPS)

PAILET, MEUNIER and LeBLANC, L.L.P.

Certified Public Accountants

Management Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners

Sunflower, L.P.

Ruleville, Mississippi

and

USDA Rural Development Servicing Office

Greenville, Mississippi

We have audited the accompanying balance sheets of Sunflower, L.P., RHS Project No. 28-067194254700, as of December 31, 2010 and 2009 and the related statements of operations, changes in partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sunflower, L.P. as of December 31, 2010 and 2009 and the results of its operations, changes in partners' equity and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated January 27, 2011 on our consideration of Sunflower, L.P.'s internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

/s/ Pailet, Meunier and LeBlanc, L.L.P.

Metairie, Louisiana

January 18, 2008

3421 N. Causeway Blvd., Suite 701. Metairie, LA 70002 Telephone (504) 837-0770. Fax (504) 837-7102

Member of

IGAF Worldwide - Member Firms in Principal Cities . PCAOB - Public Company Accounting Oversight Board

AICPA Centers . Center for Public Company Audit Firms (SEC)

Governmental Audit Quality Center . Private Companies Practice Section (PCPS)

Report of Independent Auditors

To the Partners of

Memphis 2004.0 LP:

We have audited the accompanying balance sheet of Memphis 2004.0 LP as of December 31, 2005, and the related statements of changes in partners’ capital and cash flows for the period November 16, 2002 (date of inception) through December 31, 2005. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Memphis 2004.0 LP as of December 31, 2005, and the results of its operations and its cash flows for the period November 16, 2002 (date of inception) through December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

/s/ Novogradac & Company LLP

Alpharetta, Georgia

August 22, 2006

2325 LAKEVIEW PARKWAY SUITE 450 ALPHARETTA GEORGIA 30004 TELEPHONE (678) 867-2333 FACSIMILE (678) 867-2366 http://www.novoco.com

Report of Independent Auditors

To the Partners of

Memphis 2004.0 LP:

We have audited the accompanying balance sheet of Memphis 2004.0 LP as of December 31, 2006, and the related statements of operations, changes in partners’ capital and cash flows for the year then ended. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Memphis 2004.0 LP at December 31, 2006, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Novogradac & Company LLP

Alpharetta, Georgia

August 23, 2007

PAILET, MEUNIER and LeBLANC, L.L.P.

Certified Public Accountants

Management Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners

MEMPHIS 2004.0 L.P.

We have audited the accompanying balance sheet of MEMPHIS 2004.0 L.P., as of December 31, 2007 and the related statements of operations, changes in partners' capital and cash flows for the year then ended. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the Standards of the Public Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MEMPHIS 2004.0 L.P. as of December 31, 2007 and the results of its operations, changes in partners' capital and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Pailet, Meunier and LeBlanc, L.L.P.

Metairie, Louisiana

October 27, 2008

3421 N. Causeway Blvd., Suite 701 • Metairie, LA 70002 • Telephone (504) 837-0770 • Fax (504) 837-7102

Member of

IGAF Worldwide Member Firms in Principal Cities • PCAOB - Public Company Accounting Oversight Board

AICPA: Center for Public Company Audit Firms (SEC) • Governmantal Audit Quality Center • Private Companies Practice Section (PCPS)

PAILET, MEUNIER and LeBLANC, L.L.P.

Certified Public Accountants

Management Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners

MEMPHIS 2004.0 L.P.

We have audited the accompanying balance sheet of MEMPHIS 2004.0 L.P., as of December 31, 2008 and the related statements of operations, changes in partners' capital and cash flows for the year then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MEMPHIS 2004.0 L.P. as of December 31, 2008 and the results of its operations, changes in partners' capital and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.Pailet

/s/ Pailet, Meunier and LeBlanc, L.L.P.

Metairie, Louisiana

May 18, 2009

3421 N. Causeway Blvd., Suite 701 • Metairie, LA 70002 • Telephone (504) 837-0770 • Fax (504) 837-7102

201 St. Charles Ave., Ste. 2500 • New Orleans, LA 70170 • Telephone (504) 599-5905 • Fax (504) 837-7102

www.pmlcpa.com

Member of

IGAF Worldwide Member Firms in Principal Cities • PCAOB - Public Company Accounting Oversight Board

AICPA: Center for Public Company Audit Firms (SEC) • Governmantal Audit Quality Center • Private Companies Practice Section (PCPS)

PAILET, MEUNIER and LeBLANC, L.L.P.

Certified Public Accountants

Management Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners

MEMPHIS 2004.0 L.P.

We have audited the accompanying balance sheet of MEMPHIS 2004.0 L.P., as of December 31, 2009 and the related statements of operations, changes in partners' capital and cash flows for the year then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MEMPHIS 2004.0 L.P. as of December 31, 2009 and the results of its operations, changes in partners' capital and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.Pailet

/s/ Pailet, Meunier and LeBlanc, L.L.P.

Metairie, Louisiana

April 20, 2010

Report of Independent Auditors

To the Partners of

Memphis 2004.0 LP:

We have audited the accompanying balance sheet of Memphis 2004.0 LP as of December 31, 2010, and the related statements of changes in partners’ capital and cash flows for the year then ended December 31, 2010. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards as established by the Auditing Standards Board (United States) and in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Memphis 2004.0 LP as of December 31, 2010, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Novogradac & Company LLP

Alpharetta, Georgia

August 15, 2011

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

(A California Limited Partnership)

BALANCE SHEETS

	March 31,

	2011		2010		2009		2008		2007		2006		2005
ASSETS
Cash and cash equivalents	$	1,139,693	$	1,200,840	$	1,228,361	$	1,493,843	$	2,630,727	$	8,665,859

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