UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)			November 7, 2012

SECURITIES AND EXCHANGE COMMISSION

American Tax Credit Properties L.P.

(Exact name of registrant as specified in its charter)
Delaware	0-17619	13-3458875
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 14, 2009

(Exact name of registrant as specified in its charter)

Delaware	0-17619	13-3458875
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Richman Tax Credit Properties L.P. 340 Pemberwick Road Greenwich, Connecticut				06831
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code (203) 869-0900


(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~¨ Written communications~~Item ~~pursuant~~4.01 toChanges ~~Rule~~in ~~425~~Registrant’s ~~under~~Certifying ~~the Securities Act (17 CFR 230~~Accountant.~~425)~~

~~¨ Soliciting~~American ~~material pursuant~~Tax toCredit ~~Rule~~Properties ~~14a-12~~L.P. ~~under~~(the “Partnership”) was informed by Reznick Group, P.C. (“Reznick Group”), the ~~Exchange~~Partnership’s ~~Act~~independent registered public accounting firm, that Reznick Group has entered into a business combination with J. H. Cohn, LLP (17“J. ~~CFR~~H. ~~240~~Cohn”).~~14a-12~~ In connection with the business combination, J. H. Cohn legally changed its name to CohnReznick LLP (“CohnReznick”) and continues to be registered with the PCAOB. On November 7, 2012, Reznick Group resigned as the Partnership’s independent registered public accounting firm. The Audit Committee of the Board of Director of Richman Tax Credit Properties Inc., the general partner of Richman Tax Credit Properties L.P., the general partner of the Partnership, has appointed CohnReznick as the Partnership’s independent registered public accounting firm effective November 7, 2012.

~~¨ Pre-commencement communications~~Reznick ~~pursuant~~Group’s toreports ~~Rule~~on ~~14d-2(b)~~the ~~under~~Partnership’s financial statements for the ~~Exchange~~fiscal ~~Act~~years ~~(17~~ended ~~CFR 240~~March 30, 2012 and 2011 and through the subsequent interim period ended November 7, 2012 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.~~14d-2(b))~~

~~¨ Pre~~During the two fiscal years ended March 30, 2012 and 2011, and the subsequent interim period through November 7, 2012, there were (i) no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-~~commencement communications~~K ~~pursuant~~and the related instructions) between the Partnership and Reznick Group on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to ~~Rule~~the ~~13e-4~~satisfaction of Reznick Group, would have caused Reznick Group to make reference thereto in its reports on the Partnership’s financial statements for such years, and (cii) ~~under~~no ~~the~~“reportable ~~Exchange~~events” ~~Act~~(as that term is defined in Item 304(17a)(1)(v) ~~CFR~~of Regulation ~~240.13e~~S-~~4(c~~K)).

~~Item 5~~During the two fiscal years ended March 30, 2012 and 2011 and the subsequent interim period through November 7, 2012, neither the Partnership, nor anyone on its behalf, consulted J.02 –H. ~~Departure~~Cohn regarding (i) the application of ~~Directors~~accounting principles to a specified transaction, either completed or ~~Certain~~proposed, ~~Officers;~~or ~~Election~~the type of ~~Directors; Appointment~~audit opinion that might be rendered with respect to the financial statements of ~~Certain~~the ~~Officers~~Partnership, and no written report or oral advice was provided to the Partnership by J. H. Cohn that was an important factor considered by the Partnership in reaching a decision as to any accounting, auditing or financial reporting issue; ~~Compensatory~~or ~~Arrangements~~(ii) any matter that was the subject of ~~Certain~~a disagreement (as ~~Officers~~that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

~~(b) Departure~~ The Partnership provided Reznick Group with a copy of ~~Directors~~this Form 8-K and requested that Reznick Group provide the Partnership with a letter addressed to the Securities and Exchange Commission stating whether or ~~Certain~~not ~~Officers~~Reznick Group agrees with the above disclosures. A copy of Reznick Group’s letter, dated November 9, 2012, is attached as Exhibit 16.1 to this Form 8-K.

~~On January~~Item ~~14,~~9.01 ~~2009, Neal Ludeke resigned his position as Chief~~ Financial ~~Officer (Treasurer)~~Statements ofand ~~Richman Tax Credit Properties Inc~~Exhibits.~~, general partner of Richman Tax Credit Properties L.P., general partner of Registrant.~~

(d)	The following exhibits are filed with this report:

	Exhibit No.	Description

	16.1	Letter to the Securities and Exchange Commission from Reznick Group, P.C., dated November 9, 2012.

On January 20, 2009, James Hussey was appointed Chief Financial Officer (Treasurer) of Richman Tax Credit Properties Inc., general partner of Richman Tax Credit Properties L.P., general partner of Registrant. Mr. Hussey receives no compensation from Registrant or Richman Tax Credit Properties Inc.SIGNATURE

Signature

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

Date: ~~February~~ 12November 9, ~~2009~~2012

AMERICAN TAX CREDIT PROPERTIES L.P. (a Delaware limited partnership) By: Richman Tax Credit Properties L.P., General Partner By: Richman Tax Credit Properties Inc., ~~General~~general ~~Partner~~partner By: /s/~~David~~James ~~Salzman~~Hussey Name: ~~David~~James ~~Salzman~~Hussey Title: Chief ~~Executive~~Financial Officer

Filing Compare · AMERICAN TAX CREDIT PROPERTIES LP