Boston Financial Tax Credit Fund Plus (BFTCPA) 10-Q 2013 Q2 Quarterly report

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                                 September 30, 2012                              

OR

[   ] 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             0-22104

                                                                       Boston Financial Tax Credit Fund Plus, A Limited Partnership                    

                                                                            (Exact name of registrant as specified in its charter)

                   Massachusetts                                                                             04-3105699                              

      (State or other jurisdiction of                                                               (I.R.S. Employer

       incorporation or organization)                                                             Identification No.)

   101 Arch Street, Boston, Massachusetts                                                  02110-1106                              

    (Address of principal executive offices)                                                   (Zip Code)

Registrant's telephone number, including area code                             (617) 439-3911                             

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  X    No___.

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  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     ___  (Do not check if a smaller reporting company)              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 .

BOSTON FINANCIAL TAX CREDIT FUND PLUS,

A Limited Partnership

TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION                                                                                                      Page No.

Item 1.              Financial Statements

         Condensed Balance Sheets (Unaudited)  – September 30, 2012

         and March 31, 2012                                                                                                                    1

         Condensed Statements of Operations (Unaudited) -

          For the Three and Six Months Ended September 30, 2012 and 2011                                 2

         Condensed Statement of Changes in Partners' Equity (Unaudited) -

                               For the Six Months Ended September 30, 2012                                                                     3

         Condensed Statements of Cash Flows (Unaudited) -

                               For the Six Months Ended September 30, 2012 and 2011                                                     4

          Notes to the Financial Statements (Unaudited)                                                                           5

Item 2.  Management's Discussion and Analysis of Financial

        Condition and Results of Operations                                                                                         8

Item 3.              Quantitative and Qualitative Disclosures About Market Risk                                                13

Item 4.               Controls and Procedures                                                                                                              13

PART II.  OTHER INFORMATION

Item 6.               Exhibits                                                                                                                                           14

SIGNATURE                                                                                                                                                            15

BOSTON FINANCIAL TAX CREDIT FUND PLUS,

A Limited Partnership

PART I.                    FINANCIAL INFORMATION

Item 1.                      Financial Statements

CONDENSED BALANCE SHEETS

September 30, 2012 and March 31, 2012

(Unaudited)

Assets	September 30		March 31
Cash and cash equivalents	$	2,285,060	$	1,476,153
Investments in Local Limited Partnerships (Note 1)		1,094,752		988,520
Accounts receivable from the disposition of investments in
Local Limited Partnerships		-		873,000
Other assets		420		408
Total Assets	$	3,380,232	$	3,338,081
Liabilities and Partners' Equity
Due to affiliate	$	9,008	$	9,008
Accrued expenses		19,940		24,186
Total Liabilities		28,948		33,194
General, Initial and Investor Limited Partners' Equity		3,351,284		3,304,887
Total Liabilities and Partners' Equity	$	3,380,232	$	3,338,081

The accompanying notes are an integral part of these financial statements.

BOSTON FINANCIAL TAX CREDIT FUND PLUS,

A Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

For the Three and Six Months Ended September 30, 2012 and 2011

(Unaudited)

	Three Months Ended						Six Months Ended
	September 30,			September 30,			September 30,			September 30,
	2012			2011			2012			2011
Revenue
Investment	$	1,063		$	1,338		$	3,076		$	2,706
Cash distribution income		26,636			-			28,296			-
Total Revenue		27,699			1,338			31,372			2,706
Expenses:
Asset management fees, affiliate		9,008			10,932			18,016			21,865
General and administrative
(includes reimbursements to an affiliate
in the amounts of $7,577 and $9,561           for the three months and $19,555 and
$22,479 for the six months ended
September 30, 2012 and 2011,
respectively)		43,577			36,661			74,851			67,393
Amortization		518			518			1,036			1,036
Total Expenses		53,103			48,111			93,903			90,294
Loss before equity in income of
Local Limited Partnerships		(25,404	)		(46,773	)		(62,531	)		(87,588	)
Equity in income of Local Limited
Partnerships (Note 1)		84,900			27,063			110,937			53,199
Loss on disposition of investments in
Local Limited Partnerships		(2,009	)		-			(2,009	)		-
Net Income (Loss)	$	57,487		$	(19,710	)	$	46,397		$	(34,389	)
Net Income (Loss) allocated:
General Partners	$	575		$	(197	)	$	464		$	(344	)
Class A Limited Partners		53,269			(18,264	)		42,993			(31,866	)
Class B Limited Partners		3,643			(1,249	)		2,940			(2,179	)
	$	57,487		$	(19,710	)	$	46,397		$	(34,389	)
Net Income (Loss) Per Limited Partner Unit
Class A Limited Partners (34,643 Units)	$	1.54		$	(0.53	)	$	1.24		$	(0.92	)
Class B Limited Partners (3,290 Units)	$	1.11		$	(0.38	)	$	0.89		$	(0.66	)

The accompanying notes are an integral part of these financial statements.

BOSTON FINANCIAL TAX CREDIT FUND PLUS,

A Limited Partnership

CONDENSED STATEMENT OF CHANGES IN PARTNERS' EQUITY

For the Six Months Ended September 30, 2012

(Unaudited)

					Investor		Investor
			Initial		Limited		Limited
	General		Limited		Partners,		Partners,
	Partners		Partner		Class A		Class B		Total
Balance at March 31, 2012	$	33,049	$	5,000	$	3,260,571	$	6,267	$	3,304,887
Net Income		464		-		42,993		2,940		46,397
Balance at September 30, 2012	$	33,513	$	5,000	$	3,303,564	$	9,207	$	3,351,284

The accompanying notes are an integral part of these financial statements.

BOSTON FINANCIAL TAX CREDIT FUND PLUS,

A Limited Partnership

CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended September 30, 2012 and 2011

(Unaudited)

	2012			2011
Net cash used for operating activities	$	(65,753	)	$	(81,749	)
Cash flows from investing activities:
Cash distributions received from Local Limited Partnerships		1,660			-
Proceeds received from disposition of investments in
Local Limited Partnerships		873,000			-
Net cash provided by investing activities		874,660			-
Net increase (decrease) in cash and cash equivalents		808,907			(81,749	)
Cash and cash equivalents, beginning		1,476,153			1,382,389
Cash and cash equivalents, ending	$	2,285,060		$	1,300,640

The accompanying notes are an integral part of these financial statements.

BOSTON FINANCIAL TAX CREDIT FUND PLUS,

A Limited Partnership

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

The unaudited financial statements presented herein have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America.  These statements should be read in conjunction with the audited financial statements and notes thereto included with the Annual Report on Form 10-K of Boston Financial Tax Credit Fund Plus, a Limited Partnership (the “Fund”) for the year ended March 31, 2012.  In the opinion of the managing general partner of the Fund, Arch Street VIII, Inc. (the “Managing General Partner”), these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Fund’s financial position and results of operations.  The results of operations for the periods may not be indicative of the results to be expected for the year.

The Managing General Partner has elected to report results of the Local Limited Partnerships on a 90-day lag basis because the Local Limited Partnerships report their results on a calendar year basis.  Accordingly, the financial information of the Local Limited Partnerships that is included in the accompanying financial statements is as of June 30, 2012 and 2011 and for the six months then ended.

Generally, profits, losses, tax credits and cash flow from operations are allocated 99% to the Limited Partners and 1% to the General Partners.  Net proceeds from a sale or refinancing will be allocated 95% to the Limited Partners and 5% to the General Partners, after certain priority payments. The General Partners may have an obligation to fund deficits in their capital accounts, subject to limits set forth in the Fund’s Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”).  However, to the extent that the General Partners’ capital accounts are in a deficit position, certain items of net income may be allocated to the General Partners in accordance with the Partnership Agreement.

1.      Investments in Local Limited Partnerships

The Fund currently has limited partner or member interests in two Local Limited Partnerships which were organized for the purpose of owning and operating multi-family housing complexes, all of which are government-assisted.  The Fund's ownership interest in each Local Limited Partnership is 99%.  The Fund may have negotiated or may negotiate options with the Local General Partners to purchase or sell the Fund’s interests in the Local Limited Partnerships at the end of the 15-year period during which properties that receive Tax Credits must remain in compliance with rent restriction and set-aside requirements (the “Compliance Period”) for nominal prices.  In the event that Properties are sold to third parties, or upon dissolution of the Local Limited Partnerships, proceeds will be distributed according to the terms of each Local Limited Partnership agreement.

BOSTON FINANCIAL TAX CREDIT FUND PLUS,

A Limited Partnership

NOTES TO THE FINANCIAL STATEMENTS (continued)

(Unaudited)

1.      Investments in Local Limited Partnerships (continued)

The following is a summary of investments in Local Limited Partnerships at September 30, 2012 and March 31, 2012:

	September 30			March 31
Capital contributions paid to Local Limited Partnerships and purchase
price paid to withdrawing partners of Local Limited Partnerships	$	4,539,851		$	4,660,327
Cumulative equity in losses of Local Limited Partnerships (excluding
cumulative unrecognized losses of $1,680,460 and $1,546,000 at
September 30 and March 31, 2012, respectively)		(919,343	)		(1,145,942	)
Cumulative cash distributions received from Local Limited Partnerships		(2,219,675	)		(2,223,150	)
Investments in Local Limited Partnerships before adjustments		1,400,833			1,291,235
Excess investment costs over the underlying assets acquired:
Acquisition fees and expenses		132,765			136,290
Cumulative amortization of acquisition fees and expenses		(60,846	)		(61,005	)
Investments in Local Limited Partnerships before impairment		1,472,752			1,366,520
Cumulative impairment on investments in Local Limited Partnerships		(378,000	)		(378,000	)
Investments in Local Limited Partnerships	$	1,094,752		$	988,520

The Fund has recorded an impairment for its investments in certain Local Limited Partnerships in order to appropriately reflect the estimated net realizable value of these investments.

The Fund’s share of the net losses of the Local Limited Partnerships for the six months ended September 30, 2012 and 2011 is $23,523 and $26,885, respectively.  For the six months ended September 30, 2012 and 2011, the Fund has not recognized $158,979 and $112,546, respectively, of equity in losses relating to certain Local Limited Partnerships in which cumulative equity in losses and cumulative distributions exceeded its total investment in these Local Limited Partnerships.  Previously unrecognized losses of $24,519 and $32,462 are included in losses recognized in the six months ended September 30, 2012 and 2011, respectively.

During the six months ended September 30, 2012, the property owned by one of the Local Limited Partnerships was sold.  The Fund's investment value at the time of the sale was $2,009 resulting in a loss on disposition of investment in Local Limited Partnership of $2,009 for the six months ended September 30, 2012.

.

BOSTON FINANCIAL TAX CREDIT FUND PLUS,

A Limited Partnership

NOTES TO THE FINANCIAL STATEMENTS (continued)

(Unaudited)

2.      Significant Subsidiaries

The following Local Limited Partnerships invested in by the Fund represent more than 20% of the Fund’s total assets or equity as of September 30, 2012 or 2011 or net losses for the three months then ended.  The following financial information represents the performance of these Local Limited Partnerships for the three months ended June 30, 2012 and 2011:

	2012		2011
Pilot House Associates Limited Partnership
Revenue	$	330,753	$	324,368
Net Income	$	82,052	$	27,336
Preston Place Associates Limited Partnership
Revenue		N/A	$	295,852
Net Income		N/A	$	31,899

BOSTON FINANCIAL TAX CREDIT FUND PLUS,

A Limited Partnership

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

Certain matters discussed herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  The use of words like “anticipate,” “estimate,” “intend,” “project,” “plan,” “expect,” “believe,” “could,” “will,” “may,” “might” and similar expressions are intended to identify such forward-looking statements.  The Fund intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements and is including this statement for purposes of complying with these safe harbor provisions.  Although the Fund believes the forward-looking statements are based on reasonable assumptions and current expectations, the Fund can give no assurance that its expectations will be attained.  Actual results and timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including, without limitation: (i) possible reduction in rental income due to an inability to maintain high occupancy levels or adequate rental levels;  (ii) possible adverse changes in general economic conditions and adverse local conditions, such as competitive overbuilding, a decrease in employment rates or adverse changes in real estate laws, including building codes; (iii) possible future adoption of rent control legislation which would not permit increased costs to be passed on to the tenants in the form of rent increases or which would suppress the ability of the Local Limited Partnership to generate operating cash flow; and (iv) general economic and real estate conditions and interest rates.

The Fund is a Massachusetts limited partnership organized to invest as a limited partner or member in other limited partnerships or limited liability companies (collectively, “Local Limited Partnerships”) which own and operate apartment complexes (each, a “Property”) which are eligible for low income housing tax credits (“Tax Credits”) that may be applied against the federal income tax liability of an investor. The Fund also invested in, for the benefit of the Class B Limited Partners, United States Treasury obligations from which the interest coupons have been stripped or in such interest coupons themselves (collectively, "Treasury STRIPS").  The Fund used approximately 28% of the Class B Limited Partners' capital contributions to purchase Treasury STRIPS with maturities of 13 to 18 years, with a total redemption amount equal to the Class B Limited Partners' capital contributions. The Fund’s objectives are to: (i) provide annual tax benefits in the form of Tax Credits which Limited Partners may use to offset their federal income tax liability; (ii) preserve and protect the Fund’s capital committed to Local Limited Partnerships; (iii) provide cash distributions from operations of Local Limited Partnerships; (iv) provide cash distributions from sale or refinancing transactions with the possibility of long term capital appreciation; and (v) provide cash distributions derived from investment in Treasury STRIPS to Class B Limited Partners after a period of approximately thirteen to eighteen years equal to their capital contributions.  The General Partners of the Fund are Arch Street VIII, Inc., which serves as the Managing General Partner, and Arch Street VI Limited Partnership.  ALZA Corporation is the Class A Limited Partner of Arch Street VI Limited Partnership, Boston Financial BFG Investments, LLC is the Class B Limited Partner of Arch Street VI Limited Partnership and Arch Street VIII, Inc. is the general partner of Arch Street VI Limited Partnership.  The General Partners are affiliates of Boston Financial Investment Management, LP (“Boston Financial”).  The fiscal year of the Fund ends on March 31.

Critical Accounting Policies

The Fund’s accounting policies include those that relate to its recognition of investments in Local Limited Partnerships using the equity method of accounting.  The Fund’s policy is as follows:

The Fund is involved with the Local Limited Partnerships in which it invests as a non-controlling equity holder.  The investments in Local Limited Partnerships are made primarily to obtain federal income Tax Credits on behalf of the Fund’s investors.  Such Tax Credits are not reflected on the books of the Fund.  The Local Limited Partnerships are Variable Interest Entities ("VIEs”) because the owners of the equity at risk do not have the power to direct their operations.  A VIE must be consolidated by the entity which is determined to be the VIE’s primary beneficiary which is the entity that has both (i) the power to direct the activities of the VIE and (ii) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE.  Additionally, a VIE requires continual reassessment of the primary beneficiary.  

The general partners of the Local Limited Partnerships (the “Local General Partners”), who are considered to be the primary beneficiaries, direct the activities of the Local Limited Partnerships and are responsible for maintaining compliance with the Tax Credit program and for providing subordinated financial support in the event operations cannot support debt and property tax payments.  Because the Fund is not the primary beneficiary of these Local Limited Partnerships, it accounts for its investments using the equity method of accounting.

BOSTON FINANCIAL TAX CREDIT FUND PLUS,

A Limited Partnership

 Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Critical Accounting Policies (continued)

Under the equity method, the investments in Local Limited Partnerships are carried at cost, adjusted for the Fund’s share of net income or loss and for cash distributions from the Local Limited Partnerships.  Equity in income or loss of the Local Limited Partnerships is included currently in the Fund's operations.  A liability is recorded for delayed equity capital contributions to Local Limited Partnerships. In the event that a Local Limited Partnership records other comprehensive income or loss, the Fund will evaluate its impact on the Fund and determine whether it should be included as other comprehensive income or loss in the statement of partners’ equity.  Under the equity method, a Local Limited Partnership investment will not be carried below zero.  To the extent that a Local Limited Partnership with a carrying value of zero incurs additional losses, the excess losses will be suspended and offset against future income.  Income from these Local Limited Partnerships will not be recorded until all of the related suspended losses have been offset.  To the extent that a Local Limited Partnership with a carrying value of zero distributes cash to the Fund, the distribution is recorded as income in the Fund’s statement of operations.

The Fund's exposure to economic and financial statement losses is limited to its investment balance in the Local Limited Partnership and estimated future funding commitments.  To the extent that the Fund does not receive the full amount of Tax Credits specified in its initial investment contribution agreement, it may be eligible to receive payments from the Local General Partner under the provisions of Tax Credit guarantees.  The Fund may be subject to additional losses to the extent of any additional financial support that the Fund voluntarily provides in the future. The Fund, through its ownership percentages, may participate in Property disposition proceeds, the timing and amounts of which are unknown.  The Fund does not guarantee any of the mortgages or other debt of the Local Limited Partnerships.

The Fund is subject to risks inherent in the ownership of Property which are beyond its control, such as fluctuations in occupancy rates and operating expenses, variations in rental schedules, proper maintenance of facilities and continued eligibility of Tax Credits.  If the cost of operating a Property exceeds the rental income earned thereon, the Fund may deem it in its best interest to voluntarily provide funds and advances in order to protect its investment. The Fund assesses the collectability of any advances at the time the advance is made and records a reserve if collectability is not reasonably assured.

Periodically, the carrying value of each investment in Local Limited Partnership is tested for other-than-temporary impairment.  If an other-than-temporary decline in carrying value exists, a provision is recorded to reduce the investment to the sum of the estimated remaining benefits.  The estimated remaining benefits for each Local Limited Partnership consists of the estimated future benefit from tax losses and Tax Credits over the estimated life of the investment and the estimated residual proceeds at disposition.  Estimated residual proceeds are allocated in accordance with the terms of the partnership agreement of each Local Limited Partnership.  Generally, the carrying values of most Local Limited Partnerships will decline through losses and distributions.  However, the Fund may record an impairment loss if the expiration of Tax Credits outpaces losses and distributions from a Local Limited Partnership.

Liquidity and Capital Resources

At September 30, 2012, the Fund has cash and cash equivalents of $2,285,060, as compared to $1,476,153 at March 31, 2012.  The increase is primarily attributable to cash received from the disposition of investments in Local Limited Partnerships, partially offset by cash used for operating activities, including the payment of asset management fees.

The Managing General Partner initially designated 4% of the Adjusted Gross Proceeds (which generally means Gross Proceeds minus the amounts committed to the acquisition of Treasury STRIPS) as Reserves, as defined in the Partnership Agreement.  The Reserves were established to be used for working capital of the Fund and contingencies related to the ownership of Local Limited Partnership interests.  The Managing General Partner may increase or decrease such Reserves from time to time, as it deems appropriate.  At September 30, 2012 and March 31, 2012, approximately $2,266,000 and $1,452,000, respectively, has been designated as Reserves.

BOSTON FINANCIAL TAX CREDIT FUND PLUS,

A Limited Partnership

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Liquidity and Capital Resources (continued)

To date, professional fees relating to various Property issues totaling approximately $465,000 have been paid from Reserves.  In the event a Local Limited Partnership encounters operating difficulties requiring additional funds, the Fund’s management might deem it in its best interest to voluntarily provide such funds in order to protect its investment. As of September 30, 2012, the Fund has advanced approximately $228,000 to Local Limited Partnerships to fund operating deficits.

The Managing General Partner believes that the investment income earned on the Reserves, along with cash distributions received from Local Limited Partnerships, to the extent available, will be sufficient to fund the Fund's ongoing operations.  Reserves may be used to fund operating deficits, if the Managing General Partner deems funding appropriate.  If Reserves are not adequate to cover the Fund’s operations, the Fund will seek other financing sources including, but not limited to, the deferral of asset management fees paid to an affiliate of the Managing General Partner or working with Local Limited Partnerships to increase cash distributions.  To date, the Fund has used approximately $1,478,000 of operating funds and proceeds from sales of investments in Local Limited Partnerships to replenish Reserves.

Since the Fund invests as a limited partner, the Fund has no contractual duty to provide additional funds to Local Limited Partnerships beyond its specified investment.  Thus, as of September 30, 2012, the Fund had no contractual or other obligation to any Local Limited Partnership which had not been paid or provided for.

Cash Distributions

No cash distributions were made during the six months ended September 30, 2012 and 2011.

Results of Operations

Three Month Period

For the three months ended September 30, 2012, the Fund’s operations resulted in net income of $57,487, as compared to net loss of $19,710 for the same period in 2011.  The change from net loss in 2011 to net income in 2012 is primarily attributable to an increase in equity in income of Local Limited Partnerships recognized by the Fund and an increase in other income, partially offset by an increase in general and administrative expenses.  Equity in income of Local Limited Partnerships recognized by the Fund increased due to a decrease in operating expenses recorded by a certain Local Limited Partnership in the current period as compared to the same three month period of 2011.  The increase in other income is due to an increase in distributions from a Local Limited Partnership which the Fund no longer invests in.  General and administrative expenses increased due to increased charges for operations and administrative expenses necessary for the operation of the Fund.

Six Month Period

For the six months ended September 30, 2012, the Fund’s operations resulted in net income of $46,397, as compared to net loss of $34,389 for the same period in 2011.  The change from net loss in 2011 to net income in 2012 is primarily attributable to an increase in equity in income of Local Limited Partnerships recognized by the Fund and an increase in other income, partially offset by an increase in general and administrative expenses.  Equity in income of Local Limited Partnerships recognized by the Fund increased due to a decrease in operating expenses recorded by a certain Local Limited Partnership in the current period as compared to the same six month period of 2011.  The increase in other income is due to an increase in distributions from a Local Limited Partnership which the Fund no longer invests in.  General and administrative expenses increased due to increased charges for operations and administrative expenses necessary for the operation of the Fund.

BOSTON FINANCIAL TAX CREDIT FUND PLUS,

A Limited Partnership

   Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Portfolio Update

As of September 30, 2012, the Fund’s investment portfolio consists of limited partner interests in two Local Limited Partnerships, each of which owns and operates a multi-family apartment complex and each of which had generated, but no longer generates, Tax Credits.  Since inception, the Fund generated Tax Credits, net of recapture, of approximately $1,467 per Class A Unit.  Class B Unit investors have received Tax Credits, net of recapture, of approximately $1,056 per Limited Partner Unit.  The aggregate amount of Tax Credits generated by the Fund is consistent with the objective specified in the Fund’s prospectus.

Properties that receive Tax Credits must remain in compliance with rent restriction and set-aside requirements for at least 15 calendar years from the date the Property is placed in service (the “Compliance Period”).  Failure to do so would result in the recapture of a portion of the Property’s Tax Credits.  The Compliance Period for the remaining Properties expired on or before December 31, 2007.

The Managing General Partner will continue to closely monitor the operations of the Properties until the Fund’s remaining Local Limited Partnership interests are disposed.  The Fund shall dissolve and its affairs shall be wound up upon the disposition of the final Local Limited Partnership interest and other assets of the Fund.  Investors will continue to be Limited Partners, receiving Schedule K-1s and quarterly and annual reports, until the Fund is dissolved.

The Fund is not a party to any pending legal or administrative proceeding, and to the best of its knowledge, no legal or administrative proceeding is threatened or contemplated against it.

Property Discussions

Only one Property in which the Fund has an interest had stabilized operations and operated above breakeven as of June 30, 2012.  The other Property has had persistent operating difficulties that could result in its foreclosure.  Also, the Managing General Partner, in the normal course of the Fund’s business, is arranging for the future disposition of its interest in all of the Local Limited Partnerships.  The following Property discussions focus on all such Properties.

As previously reported, the Managing General Partner was exploring an exit strategy for Preston Place, located in Winchester, Virginia.  The Local General Partner purchased the Fund’s interest on March 31, 2012.  Net sales proceeds to the Fund totaled $873,000, or $23.01 per Unit.  The Managing General Partner projects 2012 taxable gain of approximately $890,000, or $23.46 per Unit.  The Fund no longer has an interest in this Local Limited Partnership.

As previously reported, the Managing General Partner was exploring an exit strategy for Long Creek Court, located in Kittrell, North Carolina, that could have lead to the Fund transferring its interest in the Local Limited Partnership.  Negotiations progressed very slowly; however, a fee simple sale of the property to a third party occurred on June 29, 2012.  Distributions to the Fund totaled $1,660, or $0.04 per Unit.  As a result, the Managing General Partner projects 2012 taxable gain of approximately $300,000, or $7.91 per Unit.  The Fund no longer has an interest in this Local Limited Partnership.

As previously reported, the Managing General Partner and Local General Partner of Tree Trail, located in Gainesville, Florida, were exploring an exit strategy that would have allowed for a late summer 2008 disposal of the Fund’s interest, via a sale of the underlying Property, in the Local Limited Partnership that owns and operates Tree Trail.  Due to market conditions, the Managing General Partner had to reexamine the exit strategy for the Fund’s interest in this Local Limited Partnership.  Since then, the Local General Partner did not make the October 1, 2010 debt service payment and intends to allow the debt to go into foreclosure unless the Lender is willing to accept a short sale.  The Property was being marketed for short sale.  However, the lender initiated a consensual foreclosure with the Local General Partner that will accelerate the process.  A foreclosure is expected to occur on November 30, 2012.  The Compliance Period ended on December 31, 2007; therefore, there is no recapture risk at the Property.  The Managing General Partner projects 2012 taxable gain of approximately $1,290,000, or $34.01 per Unit.

BOSTON FINANCIAL TAX CREDIT FUND PLUS,

A Limited Partnership

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Property Discussions (continued)

As previously reported, the Managing General Partner and Local General Partner of Pilot House, located in Newport News, Virginia, were exploring an exit strategy that could have resulted in a mid-2008 disposal of the Fund’s interest in the Local Limited Partnership that owns Pilot House, for approximately $1,650,000 or $43.50 per Unit.  Since then, the Managing General Partner is negotiating an exit strategy that will dispose of the Fund’s interest in the Local Limited Partnership that owns and operates Pilot House. This transaction will likely occur in mid-2013, when the debt lockout expires.  This transaction is projected to have sales proceeds of approximately $2,905,000, or approximately $76.58 per Unit.  The terms of the possible disposition have not been agreed upon at this time.  However, the Managing General Partner projects 2013 taxable gain of approximately $2,900,000, or $76.45 per Unit.

BOSTON FINANCIAL TAX CREDIT FUND PLUS,

A Limited Partnership

Item 3.                      Quantitative and Qualitative Disclosures About Market Risk

Not Applicable

Item 4.                      Controls and Procedures

Disclosure Controls and Procedures

The Fund maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (“Exchange Act”) is recorded, processed, summarized and reported within the specified time periods.  The Chief Executive Officer and Chief Financial Officer of the Managing General Partner (collectively, the “Certifying Officers”) are responsible for maintaining disclosure controls for the Fund.  The controls and procedures established by the Fund are designed to provide reasonable assurance that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

As of the end of the period covered by this report, the Certifying Officers evaluated the effectiveness of the Fund’s disclosure controls and procedures.  Based on the evaluation, the Certifying Officers concluded that as of September 30, 2012, the Fund’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including the Certifying Officers, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

The Certifying Officers have also concluded that there was no change in the Fund’s internal controls over financial reporting identified in connection with the evaluation of the Fund's controls that occurred during the Fund’s second fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting.

BOSTON FINANCIAL TAX CREDIT FUND PLUS,

A Limited Partnership

PART II.                  OTHER INFORMATION

Item 6.                      Exhibits

31.1   Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

       31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

       32.1 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

       32.2 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

* Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise not subject to liability under that section. This exhibit shall not be deemed to be incorporated by reference into any filing, except to the extent that the Registrant specifically incorporates this exhibit by reference.

BOSTON FINANCIAL TAX CREDIT FUND PLUS,

A Limited Partnership

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, thereunto duly authorized.

Date:  November 14, 2012                                                                       BOSTON FINANCIAL TAX CREDIT FUND PLUS,A LIMITED PARTNERSHIP

By:          Arch Street VIII, Inc.,

    its Managing General Partner

   /s/Kenneth J. Cutillo                    

    Kenneth J. Cutillo

    President

   Arch Street VIII, Inc.

  (Chief Executive Officer)