UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended ~~December~~June 3029, ~~2016~~2017

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

For the Transition Period from to ____________

Commission File Number: 0-19217

American Tax Credit Properties III L.P.

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Organization	13-3545006 (I.R.S. Employer Incorporation or Identification No.)
Delaware	13-3545006
Richman Tax Credit Properties III L.P. 340 Pemberwick Road Greenwich, Connecticut (Address of Principal Executive Offices)	06831 (Zip Code)
(State or Other Jurisdiction of Organization)	(I.R.S. Employer Incorporation or Identification No.)
Richman Tax Credit Properties III L.P.
340 Pemberwick Road
Greenwich, Connecticut	06831
(Address of Principal Executive Offices)	(Zip Code)

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

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

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

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

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

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

AMERICAN TAX CREDIT PROPERTIES III L.P.

PART I - FINANCIAL INFORMATION

Table of Contents		~~Page~~
Item 1. Financial Statements.
		Page
Item 1.	Financial Statements.
Balance Sheets		3
Statements of Operations and Comprehensive Income (Loss)		4
Statements of Cash Flows		5
Notes to Financial Statements		7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.		9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	9
Item 3. Quantitative and Qualitative Disclosure About Market Risk.		11
Item 3.	Quantitative and Qualitative Disclosure About Market Risk.	11
Item 4. Controls and Procedures.		12
Item 4.	Controls and Procedures.	11

AMERICAN TAX CREDIT PROPERTIES III L.P.

BALANCE SHEETS

(UNAUDITED)

	December 30,			March 30,
	June 29,			March 30,
	2016			2016
	2017			2017
ASSETS
Cash and liquid investments
Cash and cash equivalents	$	30,033		$	62,429
Cash and cash equivalents	$	280,039		$	110,119
Investment in Pemberwick Fund, a short duration bond fund		603,037			832,364
Investment in Pemberwick Fund, a short duration bond fund		893,178			231,367
	$	633,070		$	894,793
	$	1,173,217		$	341,486
LIABILITIES AND PARTNERS’ DEFICIT
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses	$	259,~~276~~918		$	3227,~~120~~475
Deferred revenue		7,000
Payable to general partner and affiliates		2,874,944			3,101,684
Payable to general partner and affiliates		3,293,574			3,260,048
		2,884,862			3,129,159
		3,325,850			3,292,168
Commitments and contingencies
Partners' equity (deficit)
Partners’ deficit
General partner		(2,~~041~~078,~~151~~897	)		(2,~~842~~060,~~300~~698	)
Limited partners (35,883 units of limited partnership interest outstanding)		(~~107~~170,~~589~~804	)		(~~107~~170,~~589~~804	)
Accumulated other comprehensive loss		(32,~~893~~091	)		(~~793~~2,864	)
		(2,152,633	)		(2,950,682	)
		(2,251,792	)		(2,234,366	)
	$	1633,~~173,217~~070		$	~~341~~894,~~486~~793

See Notes to Financial Statements.

AMERICAN TAX CREDIT PROPERTIES III L.P.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

THREE ~~AND~~MONTHS ~~NINE MONTH PERIODS~~ ENDED ~~DECEMBER~~JUNE 3029, ~~2016~~2017 AND ~~2015~~2016

(UNAUDITED)

	Three Months Ended December 30,			Nine Months Ended December 30,			Three Months Ended December 30,			Nine Months Ended December 30,
	2017			2016
	2016			2016			2015			2015
REVENUE
REVENUE
Interest	$	1,943		$	958
Interest	$	2,315		$	5,521		$	543		$	1,624
Other income from local partnerships					5,000
Other income from local partnerships					6,967						5,917
TOTAL REVENUE		1,943			5,958
TOTAL REVENUE		2,315			12,488			543			7,541
EXPENSES
EXPENSES
Administration fees		4,797			5,738
Administration fees		7,067			20,105			12,174			36,525
Management fees		4,797			5,738
Management fees		7,067			20,105			12,174			36,525
Professional fees		9,996			9,731
Professional fees		10,058			30,594			10,989			36,138
Printing, postage and other		552			4,920
Printing, postage and other		2,662			13,472			3,219			10,219
TOTAL EXPENSES		20,142			26,127
TOTAL EXPENSES		26,854			84,276			38,556			119,407
LOSS BEFORE GAIN ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES		(18,199	)		(20,169	)
LOSS PRIOR TO GAIN ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES		(24,539	)		(71,788	)		(38,013	)		(111,866	)
GAIN ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES					837,665
GAIN ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES		15,000			872,937			10,500			10,500
NET INCOME (LOSS)		(18,199	)		817,496
NET INCOME (LOSS)		(9,539	)		801,149			(27,513	)		(101,366	)
Other comprehensive income - Pemberwick Fund		773			1,348
Other comprehensive loss - investment in Pemberwick Fund		(3,560	)		(3,100	)		(689	)		(1,146	)
COMPREHENSIVE INCOME (LOSS)	$	(17,426	)	$	818,844
COMPREHENSIVE INCOME (LOSS)	$	(13,099	)	$	798,049		$	(28,202	)	$	(102,512	)
NET INCOME (LOSS) ATTRIBUTABLE TO
NET INCOME (LOSS) ATTRIBUTABLE TO
General partner	$	(18,199	)	$	817,496
General partner	$	(9,539	)	$	801,149		$	(27,513	)	$	(101,366	)
Limited partners		--			--
Limited partners		--			--			--			--
	$	(18,199	)	$	817,496
	$	(9,539	)	$	801,149		$	(27,513	)	$	(101,366	)
NET INCOME (LOSS) per unit of limited partnership interest (35,883 units of limited partnership interest)	$	--		$	--
NET INCOME (LOSS) per unit of limited partnership interest (35,883 units of limited partnership interest)	$	--		$	--		$	--		$	--

See Notes to Financial Statements.

AMERICAN TAX CREDIT PROPERTIES III L.P.

STATEMENTS OF CASH FLOWS

~~NINE~~THREE MONTHS ENDED ~~DECEMBER~~JUNE 3029, ~~2016~~2017 AND ~~2015~~2016

(UNAUDITED)

	2016			2015
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received	$	52,~~521~~716		$	~~1,624~~958
Cash paid for
Administration fees		(6118,~~684~~001	)		(62,~~680~~230	)
Professional fees		(39,911	)		(34,654	)
Management fees		(118,333	)
Printing, postage and other expenses		(10,999	)		(11,559	)
Professional fees		(21,838	)		(31,308	)
Net cash used in operating activities		(52,073	)		(51,269	)
Printing, postage and other expenses		(6,267	)		(4,920	)
Net cash used in operating activities		(261,723	)		(37,500	)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds in connection with sale of limited partner interests/local partnership properties		~~879,937~~			30837,~~500~~665
Investments in Pemberwick Fund		(~~664~~2,~~911~~673	)		(1660,~~578~~838	)
Distributions received from local partnerships		6,967			5,917
Redemptions from Pemberwick Fund		232,000
Net cash provided by investing activities		221,993			34,839
Distributions received from local partnerships					5,000
Net increase (decrease) in cash and cash equivalents		169,920			(16,430	)
Net cash provided by investing activities		229,327			181,827
Cash and cash equivalents at beginning of period		110,119			52,011
Net increase (decrease) in cash and cash equivalents		(32,396	)		144,327
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	280,039		$	35,581
Cash and cash equivalents at beginning of period		62,429			110,119
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	30,033		$	254,446
SIGNIFICANT NONCASH INVESTING AND FINANCING ACTIVITIES
Unrealized loss on investment in Pemberwick Fund	$	(3,100	)	$	(1,146	)
Unrealized gain on investment in Pemberwick Fund	$	773		$	1,348

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

See Notes to Financial Statements.

AMERICAN TAX CREDIT PROPERTIES III L.P.

STATEMENTS OF CASH FLOWS - CONTINUED

~~NINE~~THREE MONTHS ENDED ~~DECEMBER~~JUNE 3029, ~~2016~~2017 AND ~~2015~~2016

(UNAUDITED)

	2016			2015
	2017			2016
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH USED IN OPERATING ACTIVITIES
Net income (loss)	$	~~801~~(18,~~149~~199	)	$	~~(101~~817,~~366~~496	)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Gain on sale of limited partner interests/local partnership properties		~~(872,937~~	)		(10837,~~500~~665	)
Other income from local partnerships		(6,967	)		(5,917	)
Loss on redemptions from Pemberwick Fund		773
Increase (decrease) in accounts payable and accrued expenses		(6,844	)		144
Other income from local partnerships					(5,000	)
Increase in payable to general partner and affiliates		33,526			66,370
Decrease in accounts payable and accrued expenses		(17,557	)		(21,577	)
NET CASH USED IN OPERATING ACTIVITIES	$	(52,073	)	$	(51,269	)
Increase (decrease) in payable to general partner and affiliates		(226,740	)		9,246
NET CASH USED IN OPERATING ACTIVITIES	$	(261,723	)	$	(37,500	)

See Notes to Financial Statements.

AMERICAN TAX CREDIT PROPERTIES III L.P.

NOTES TO FINANCIAL STATEMENTS

~~DECEMBER~~JUNE 3029, ~~2016~~2017

(UNAUDITED)

1.	Basis of Presentation

The accompanying unaudited financial statements of American Tax Credit Properties III L.P. (the "“Partnership"”) have been prepared in accordance with accounting principles generally accepted in the United States of America ("“GAAP"”) for interim financial information. They do not include all information and footnotes required by GAAP for complete financial statements. In the opinion of the general partner of the Partnership (the "“General Partner"”), the accompanying unaudited financial statements include all adjustments necessary to present fairly the financial position as of ~~December~~June 3029, ~~2016~~2017 and the results of operations and cash flows for the interim ~~periods~~period presented. All adjustments are of a normal recurring nature. The results of operations for the ~~nine~~three months ended ~~December~~June 3029, ~~2016~~2017 are not necessarily indicative of the results that may be expected for the entire year.

2.	Investment in Local Partnerships

The Partnership initially acquired limited partner equity interests (the "“Local Partnership Interest"” or "“Local Partnership Interests"”) in forty-three partnerships (the "“Local Partnership"” or "“Local Partnerships"”) representing capital contributions in the aggregate amount of $29,384,966, which includes voluntary advances (the "“Advances"”) made to a certain Local Partnership and all of which has been paid. As of ~~December~~June 3029, ~~2016~~2017, the Partnership holds a Local Partnership Interest in ~~two~~one Local ~~Partnerships (see discussion below regarding the~~ Partnership's, ~~sale~~Fulton ofStreet ~~its~~Houses ~~Local~~Limited Partnership ~~Interest in Country View Apartments~~ (~~"Country~~“Fulton ~~View")~~Street ~~subsequent to December 30, 2016~~Houses”). The ~~Partnership has no legal obligation to fund any operating deficits of the remaining Local Partnerships. The~~ results of operations of ~~the~~Fulton ~~Local~~Street ~~Partnerships~~Houses are provided by the general ~~partners~~partner of ~~the~~Fulton ~~Local~~Street ~~Partnerships~~Houses ~~(the "Local General Partners")~~ on an unaudited basis during interim periods. The Partnership has no legal obligation to fund any operating deficits of Fulton Street Houses.

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

During the nine months ended December 30, 2016, Summerfield Apartments Limited Partnership ("Summerfield Apartments") sold its underlying Property to an unaffiliated entity; the Partnership received $857,937 in connection with the sale3. ~~Such~~Investment ~~amount is included~~ in ~~gain~~Pemberwick on sale of limited partner interests/local partnership properties in the accompanying unaudited statement of operations and comprehensive income (loss) for the nine months ended December 30, 2016. Summerfield Apartments has since been dissolved.Fund

~~During~~The ~~the~~Partnership ~~nine~~carries ~~months~~its ~~ended~~investment ~~December~~in ~~30,~~Pemberwick ~~2016~~Fund, ~~the~~a ~~Partnership~~short ~~sold~~duration ~~its~~bond ~~Local~~fund (“Pemberwick”) at estimated fair value. The fair value of the Partnership’s ~~Interest~~investment in ~~Hurlock~~Pemberwick ~~Meadow~~is ~~Limited~~classified ~~Partnership~~within ~~("Hurlock~~Level 1 ~~Meadow")~~of tothe anfair ~~unaffiliated~~value ~~entity;~~hierarchy of the ~~Partnership~~guidance ~~received~~on ~~$15,000~~Fair Value Measurements as defined in ~~connection~~Accounting ~~with~~Standards Codification (“ASC”) Topic 820. Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the ~~sale~~Partnership has the ability to access. ~~Such~~Pemberwick’s ~~amount~~net asset value (“NAV”) is ~~included~~$10.03 inper ~~gain~~share onas ~~sale~~of June 29, 2017. An unrealized loss of ~~limited~~$2,091 ~~partner~~is ~~interests/local~~reflected ~~partnership~~as ~~properties~~accumulated other comprehensive loss in the accompanying unaudited ~~statement~~balance sheet as of ~~operations~~June ~~and~~29, ~~comprehensive~~2017. ~~income~~The ~~(loss)~~Partnership ~~for~~has earned $53,235 of interest revenue from the ~~nine~~date ~~months~~of ~~ended~~its ~~December~~initial 30investment in Pemberwick through June 29, ~~2016~~2017.

~~Subsequent to December 30, 2016, the Partnership sold its Local Partnership Interest in Country View to one of the Local General Partners of Country View~~4. ~~The~~Going ~~Partnership~~Concern received $7,000 during the nine months ended December 30, 2016 in connection with the sale; such amount is reflected as deferred revenue in the accompanying unaudited balance sheet as of December 30, 2016.Considerations

As of June 29, 2017, the Partnership’s current liabilities exceed its liquid assets by approximately $2,252,000; such deficit is the result of accrued Management Fees and Administration Fees totaling approximately $2,875,000. The General Partner and its asset management affiliate have historically not required the payment of such fees on a current basis and have agreed to continue to defer receipt of such fees until such time as the Partnership has liquid assets available for payment. Management of the Partnership believes that such deferral will provide the Partnership with the ability to meet its other obligations as they come due for at least the twelve month period beginning on August 1, 2017.

AMERICAN TAX CREDIT PROPERTIES III L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

~~DECEMBER~~JUNE 3029, ~~2016~~2017

(UNAUDITED)

35. ~~Investment~~Additional ~~in Pemberwick Fund~~Information

~~The~~Additional ~~Partnership~~information, ~~carries~~including ~~its~~the ~~investment~~audited inMarch ~~Pemberwick Fund~~30, a2017 ~~short~~Financial ~~duration~~Statements ~~bond~~and ~~fund ("Pemberwick") at estimated fair value. The fair value of~~ the ~~Partnership's~~Organization, ~~investment~~Purpose inand ~~Pemberwick~~Summary ~~is classified within Level 1~~ of ~~the~~Significant ~~fair value hierarchy of the guidance on Fair Value Measurements as defined in~~ Accounting ~~Standards~~Policies, ~~Codification~~is ~~("ASC")~~included ~~Topic 820. Level 1 inputs utilize quoted prices (unadjusted)~~ in ~~active markets for identical assets or liabilities that~~ the Partnership ~~has the ability to access. Pemberwick'~~’s ~~net~~Annual ~~asset~~Report ~~value~~on ~~("NAV")~~Form ~~is $~~10~~.02~~-K ~~per~~for ~~share as of December 30, 2016. An unrealized loss of $3,893 is reflected as accumulated other comprehensive loss in~~ the ~~accompanying~~fiscal ~~unaudited~~year ~~balance~~ended ~~sheet~~March ~~as of December~~ 30, ~~2016.~~2017 ~~The~~on ~~Partnership~~file ~~has~~with ~~earned $49,178 of interest revenue from~~ the ~~date~~Securities ofand ~~its~~Exchange ~~initial investment in Pemberwick through December 30, 2016~~Commission.

4. Additional Information

Additional information, including the audited March 30, 2016 Financial Statements and the Organization, Purpose and Summary of Significant Accounting Policies, is included in the Partnership's Annual Report on Form 10-K for the fiscal year ended March 30, 2016 on file with the Securities and Exchange Commission.

AMERICAN TAX CREDIT PROPERTIES III L.P.

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

Material Changes in Financial Condition

As of ~~December~~June 3029, ~~2016~~2017, American Tax Credit Properties III L.P. (the "“Registrant"”) has experienced a significant change in financial condition as compared to March 30, ~~2016~~2017 resulting primarily from the ~~receipt~~payment of ~~approximately~~previously ~~$858,000~~deferred inadministration ~~connection~~and ~~with~~management ~~Summerfield~~fees ~~Apartments Limited Partnership's ("Summerfield Apartments") sale~~ of ~~its~~approximately ~~underlying property (see discussion below under Results of Operations and Local Partnership Matters)~~$233,000. Principal changes in assets are comprised of periodic transactions and adjustments. Registrant had initially acquired a limited partner equity interest (the "“Local Partnership Interest"” or "“Local Partnership Interests"”) in forty-three partnerships (the "“Local Partnership"” or "“Local Partnerships"”), that own/owned low-income multifamily residential complexes (the "“Property"” or "“Properties"”) that qualified for the low-income housing tax credit (the "“Low-income Housing Tax Credit"”) in accordance with Section 42 of the Internal Revenue Code. ~~During~~As ~~the~~of ~~nine~~August ~~months ended December 30~~1, ~~2016~~2017, Registrant ~~received~~holds ~~cash~~a ~~from~~Local ~~interest~~Partnership ~~revenue,~~Interest ~~distributions~~in ~~from~~one Local ~~Partnerships~~Partnership, ~~and~~Fulton ~~proceeds~~Street inHouses ~~connection~~Limited ~~with~~Partnership ~~Summerfield Apartments~~ (~~see~~“Fulton ~~discussion~~Street ~~above~~Houses”). ~~and~~During the ~~sale~~three ofmonths ~~certain~~ended ~~Local~~June ~~Partnership~~29, ~~Interests~~2017, ~~and~~Registrant ~~utilized~~received cash ~~for~~from ~~operating~~interest ~~expenses~~revenue and ~~investments~~redemptions infrom Pemberwick Fund, a short duration bond fund ("“Pemberwick"”), and utilized cash for operating expenses and investments in Pemberwick. Cash and cash equivalents and investment in Pemberwick ~~increased~~decreased, in the aggregate, by approximately $~~832~~262,000 during the ~~nine~~three months ended ~~December~~June 3029, ~~2016~~2017 ~~(which~~primarily ~~includes~~as anthe ~~unrealized~~result ~~loss~~of onthe ~~investment~~payment inof ~~Pemberwick~~previously deferred administration and management fees of approximately $3233,000) and recurring operating expenses. Payable to general partner and affiliates in the accompanying unaudited balance sheet as of ~~December~~June 3029, ~~2016~~2017 represents deferred ~~management~~administration and ~~administration~~management fees.

Results of Operations

Registrant'’s operating results are dependent, in part, on the operating results of ~~the~~Fulton ~~Local~~Street ~~Partnerships~~Houses and are impacted by ~~the~~Fulton ~~Local~~Street ~~Partnerships'~~Houses’ policies. In addition, the operating results herein are not necessarily the same for tax reporting. Registrant accounts for its investment in ~~local~~Fulton ~~partnerships~~Street Houses in accordance with the equity method of accounting. Accordingly, the investment is carried at cost and is adjusted for Registrant'’s share of ~~each~~Fulton ~~Local~~Street ~~Partnership's~~Houses’ results of operations and by cash distributions received. In the event the operations of aFulton ~~Local~~Street ~~Partnership~~Houses result in a loss, equity in loss of ~~each~~Fulton ~~investment~~Street inHouses ~~Local Partnership~~ allocated to Registrant is recognized to the extent of Registrant'’s investment balance in ~~each~~Fulton ~~Local~~Street ~~Partnership~~Houses. Equity in loss in excess of Registrant'’s investment balance in aFulton ~~Local~~Street ~~Partnership~~Houses is allocated to other partners'’ capital in ~~any~~Fulton ~~such~~Street ~~Local Partnership~~Houses. As a result of cumulative equity losses and distributions, ~~and the sales of certain Local Partnerships' Properties and/or~~ Registrant'’s ~~Local Partnership Interests, Registrant's~~ investment in ~~local~~Fulton ~~partnerships~~Street Houses reached a zero balance in a prior year.

Cumulative losses and cash distributions in excess of Registrant’s investment in ~~local~~Fulton ~~partnerships~~Street Houses may result from a variety of circumstances, including aFulton ~~Local~~Street ~~Partnership's~~Houses’ accounting policies, ~~subsidy structure,~~ debt structure and operating deficits, among other things. Accordingly, cumulative losses and cash distributions in excess of the investment are not necessarily indicative of adverse operating results of aFulton ~~Local~~Street ~~Partnership~~Houses.

Registrant'’s operations for the three months ended ~~December~~June 3029, ~~2016~~2017 and ~~2015~~2016 resulted in ~~losses~~net income (loss) of $9(18,~~539~~199) and $27817,~~513~~496, respectively. The ~~decrease~~increase in net loss is primarily the result of (i) ~~an increase in~~ gain on sale of limited partner interests/local partnership properties of approximately $5838,000 ~~and~~recognized ~~(ii)~~during athe ~~decrease~~three inmonths ~~management~~ended ~~and~~June ~~administration fees~~29, ~~in the aggregate, of approximately $10,000~~2016. Other comprehensive ~~loss~~income for the three months ended ~~December~~June 3029, ~~2016~~2017 resulted from an unrealized ~~loss~~gain on investment in Pemberwick of $~~3,560~~773.

Registrant's operations for the nine months ended December 30, 2016 and 2015 resulted in net income (loss) of $801,149 and $(101,366), respectively. The increase in net income is primarily the result of (i) an increase in gain on sale of limited partner interests/local partnership properties of approximately $862,000, (ii) a decrease in management and administration fees, in the aggregate, of approximately $33,000 and (iii) an increase in interest revenue of approximately $4,000. Other comprehensive loss for the nine months ended December 30, 2016 resulted from an unrealized loss on investment in Pemberwick of $3,100.

AMERICAN TAX CREDIT PROPERTIES III L.P.

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

Local Partnership Matters

Registrant'’s primary objective, to provide Low-income Housing Tax Credits to the limited partners (the "“Limited Partners"”), has been completed. The relevant state tax credit agency allocated each of the Local Partnerships an amount of Low-income Housing Tax Credits, which are generally available for a ten year period from the year the Property is placed in service (the "“Ten Year Credit Period"”). The Ten Year Credit Period was fully exhausted with respect to all of the Properties as of December 31, 2003. The required holding period of each Property, in order to avoid Low-income Housing Tax Credit recapture, is fifteen years from the year in which the Low-income Housing Tax Credits commence on the last building of the Property (the "“Compliance Period"”). The Compliance Period of all of the Local Partnerships had expired as of December 31, 2007. AsIn addition, certain of ~~February~~the 2Local Partnerships entered into agreements with the relevant state tax credit agencies whereby the Local Partnerships must maintain the low-income nature of the Properties for a period which exceeds the Compliance Period (in certain circumstances, ~~2017~~up to 50 years from when the Property is placed in service, ~~Registrant~~but ~~owns~~commonly ~~one~~30 ofyears from the ~~forty-three~~date ~~Local~~any ~~Partnership~~such ~~Interests~~Property ~~initially~~is ~~acquired~~placed in service), ~~Fulton~~regardless ~~Street~~of ~~Houses~~a ~~Limited~~sale ~~Partnership~~of the Properties by the Local Partnerships after the Compliance Period (~~"Fulton~~the ~~Street"~~“Extended Use Provisions”). Although the Extended Use Provisions do not extend the Compliance Period of the respective Local Partnerships, such provisions may limit the number and availability of potential purchasers of the Properties. Accordingly, a sale of a Property may happen well after the expiration of the Compliance Period and/or may be significantly discounted. Registrant is in the process of disposing of its Local Partnership Interest in Fulton Street Houses, which has a 30 year Extended Use Agreement. In a prior year, Registrant served a demand on the general partners of ~~all~~the then remaining Local Partnerships (the "“Local General Partners"”) to commence a sale process to dispose of the Properties. In the event a sale of the Fulton Street Houses Property cannot be consummated, it is the General Partner'’s intention to sell or assign Registrant'’s ~~99%~~ Local Partnership Interest in Fulton Street Houses. It is uncertain as to the amount, if any, that Registrant will receive in connection with such sale or assignment. Registrant intends to dissolve after the final disposition of its Local Partnership Interest in Fulton Street, ~~although~~Houses; there can be no assurance as to when such final disposition will occur.

Fulton Street Houses owns a 36 unit subsidized and leveraged low-income multifamily residential complex located in Brooklyn, New York. ~~Fulton~~The ~~Street's~~outstanding ~~mortgage~~mortgages ~~requires~~of ~~debt~~Fulton ~~service~~Street ~~payments~~Houses ~~only~~do ~~from~~not ~~available~~require ~~cash~~payment ~~flow~~of ~~subject~~principal toor ~~the~~accrued ~~terms~~interest ~~and~~until ~~conditions~~their ofmaturity ~~the~~in ~~note~~June 2019. Registrant has no legal obligation to fund any operating deficits of Fulton Street Houses.

~~During~~Critical ~~the~~Accounting ~~nine~~Policies months ended December 30, 2016, Summerfield Apartments sold its underlying Property to an unaffiliated entity; Registrant received $857,937 in connection with the sale. Such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying unaudited statement of operations and ~~comprehensive income (loss) for the nine months ended December 30, 2016. Summerfield Apartments has since been dissolved.~~Estimates

~~During~~The ~~the~~accompanying ~~nine~~unaudited ~~months~~financial ~~ended~~statements ~~December~~are ~~30,~~prepared ~~2016,~~in ~~Registrant~~accordance ~~sold~~with ~~its~~accounting ~~Local~~principles ~~Partnership~~generally ~~Interest~~accepted in ~~Hurlock~~the ~~Meadow~~United ~~Limited~~States ~~Partnership~~of ~~("Hurlock~~America ~~Meadow"~~(“GAAP”), towhich anrequires ~~unaffiliated entity;~~ Registrant ~~received~~to ~~$15,000~~make incertain ~~connection~~estimates ~~with~~and ~~the sale~~assumptions. ~~Such~~The ~~amount~~following section is ~~included~~a insummary ~~gain~~of oncertain ~~sale~~aspects of ~~limited~~those ~~partner~~accounting ~~interests/local~~policies ~~partnership~~that ~~properties~~may inrequire subjective or complex judgments and are most important to the ~~accompanying~~portrayal ~~unaudited~~of ~~statement~~Registrant’s financial condition and results of operations. ~~and~~Registrant ~~comprehensive~~believes ~~income~~that ~~(loss)~~there ~~for~~is a low probability that the ~~nine~~use ~~months~~of ~~ended~~different ~~December~~estimates ~~30,~~or ~~2016~~assumptions in making these judgments would result in materially different amounts being reported in the accompanying unaudited financial statements.

~~Subsequent~~· ~~to December 30, 2016,~~ Registrant ~~sold~~accounts for its ~~Local~~investment ~~Partnership Interest~~ in ~~Country~~Fulton ~~View~~Street ~~Apartments~~Houses ~~("Country View") to one of the Local General Partners of Country View. Registrant received $7,000 during the nine months ended December 30, 2016~~ in ~~connection~~accordance with the ~~sale;~~equity ~~such~~method ~~amount is reflected as deferred revenue in the accompanying unaudited balance sheet as~~ of ~~December 30, 2016~~accounting.

AMERICAN TAX CREDIT PROPERTIES III L.P.

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

~~Critical~~· Registrant does not consolidate the accounts and activities of Fulton Street Houses, which is considered a Variable Interest Entity as defined by Financial Accounting ~~Policies~~Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810; Subtopic 10 because Registrant is not considered the primary beneficiary. Registrant’s investment balance in Fulton Street Houses represents the maximum exposure to loss in connection with such investment. Fulton Street Houses’ partnership agreement grants the Fulton Street Houses Local General Partner the power to direct the activities that most significantly impact Fulton Street Houses’ economic success. As a result of cumulative equity losses and ~~Estimates~~distributions, Registrant’s investment in Fulton Street Houses reached a zero balance in a prior year.

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

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

· Registrant does not consolidate the accounts and activities of the Local Partnerships, which are considered Variable Interest Entities as defined by Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 810; Subtopic 10 because Registrant is not considered the primary beneficiary. Registrant's balance in investment in local partnerships represents the maximum exposure to loss in connection with such investments. Registrant's exposure to loss on the Local Partnerships is mitigated by the condition and financial performance of the underlying Properties as well as the financial strength of the Local General Partners. In addition, the Local Partnerships' partnership agreements grant the Local General Partners the power to direct the activities that most significantly impact the Local Partnerships' economic success. As a result of cumulative equity losses and distributions, and the sale of certain Local Partnerships' Properties and/or Registrant's Local Partnership Interests, Registrant's investment in local partnerships reached a zero balance in a prior year.

Forward-Looking Information

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

Item 3. Quantitative and Qualitative Disclosure About Market Risk.

Registrant is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item.

AMERICAN TAX CREDIT PROPERTIES III L.P.

Item 4. Controls and Procedures.

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

Registrant has carried out an evaluation, under the supervision and the participation of its management, including the Chief Executive Officer and Chief Financial Officer of the general partner of the General Partner, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), as of the three months ended ~~December~~June 3029, ~~2016~~2017. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer of the general partner of the General Partner concluded that Registrant'’s disclosure controls and procedures were effective as of ~~December~~June 3029, ~~2016~~2017.

There were no changes in Registrant'’s internal control over financial reporting during the three months ended ~~December~~June 3029, ~~2016~~2017 that have materially affected, or are reasonably likely to materially affect, Registrant'’s internal control over financial reporting.

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AMERICAN TAX CREDIT PROPERTIES III L.P.

Part II - OTHER INFORMATION

Item 1. Legal Proceedings.

Item 1.	Legal Proceedings.

	None.

Item 1A.	Risk Factors.

	Registrant is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item.

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

	None.

Item 3.	Defaults Upon Senior Securities.

	None.

Item 4.	Mine Safety Disclosures.

	Not applicable.

Item 5.	Other Information.

	None.

Item 6.	Exhibits.

	Exhibit 31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
	Exhibit 31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
	Exhibit 32.1	Section 1350 Certification of Chief Executive Officer.
	Exhibit 32.2	Section 1350 Certification of Chief Financial Officer.
	Exhibit 101.ins	XBRL Instance.*
	Exhibit 101.xsd	XBRL Schema.*
	Exhibit 101.cal	XBRL Calculation.*
	Exhibit 101.def	XBRL Definition.*
	Exhibit 101.lab	XBRL Label.*
	Exhibit 101.pre	XBRL Presentation.*

~~None~~*Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

~~Item 1A. Risk Factors.~~12

Registrant is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. Exhibit 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. Exhibit 32.1 Section 1350 Certification of Chief Executive Officer. Exhibit 32.2 Section 1350 Certification of Chief Financial Officer. Exhibit 101.ins - XBRL Instance.* Exhibit 101.xsd - XBRL Schema.* Exhibit 101.cal - XBRL Calculation.* Exhibit 101.def - XBRL Definition.* Exhibit 101.lab - XBRL Label.* Exhibit 101.pre - XBRL Presentation.*

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

SIGNATURES

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

	AMERICAN TAX CREDIT PROPERTIES III L.P.	~~AMERICAN TAX CREDIT PROPERTIES III L.P.~~
	(a Delaware limited partnership)	~~(a Delaware limited partnership)~~
		By: Richman Tax Credit Properties III L.P.,
	By:Richman Tax Credit Properties III L.P.,
	General Partner	~~General Partner~~
		By: Richman Housing Credits Inc.,
	By:Richman Housing Credits Inc.,
	general partner	~~general partner~~
Dated: February 2, 2017		/s/Brian Myers
Dated: August 1, 2017	/s/Brian Myers
	By: Brian Myers	~~By: Brian Myers~~
	Chief Executive Officer	~~Chief Executive Officer~~
Dated: February 2, 2017		/s/James Hussey
Dated: August 1, 2017	/s/James Hussey
		By: James Hussey
	By:James Hussey
	Chief Financial Officer	~~Chief Financial Officer~~
Dated: February 2, 2017		/s/Richard Paul Richman
Dated: August 1, 2017	/s/Richard Paul Richman
		By: Richard Paul Richman
	By:Richard Paul Richman
	Sole Director	~~Sole Director~~

1413

Filing Compare · AMERICAN TAX CREDIT PROPERTIES III LP