UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 0-18405
NOTIFICATION OF LATE FILING
(Check One): [_] Form 10-K [_] Form 20-F [_] Form 11-K
[X] Form 10-Q [_] Form N-SAR [_] Form N-CSR
For Period Ended: June 29, 2006
[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the Transition Period Ended: _________________________
Read Instruction (on back page) Before Preparing Form. Please print or type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
American Tax Credit Properties II L.P.
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Full Name of Registrant
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Former Name if Applicable
340 Pemberwick Road
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Address of Principal Executive Office (Street and Number)
Greenwich, CT 06831
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City, State and Zip Code
PART II - RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
[X] [ ] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[_] [X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form
N-CSR, or portion thereof will be filed on or before the 15th
calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q or subject
distribution report on Form 10-D, or portion thereof will be
filed on or before the fifth calendar day following the
prescribed due date; and
[ ] [ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof could not be
filed within the prescribed time period. (Attach extra sheets if needed.)
Registrant submitted a letter to the SEC on August 1, 2006 requesting a
waiver for certain technical exceptions in advance of filing its Form 10-K for
the year ended March 30, 2006. Registrant intends to file its Form 10-K and the
Form 10-Q for which this Form 12b-25 has been prepared pending receipt of a
response from the SEC to Registrant's prior correspondence and any further
resolution that may be required.
Although Registrant's Form 10-Q for the period ended June 29, 2006 has
been prepared, as a result of awaiting the response to the waiver request noted
above, Registrant cannot represent that such Form 10-Q will be filed within the
grace period provided for under Rule 12b-25.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Neal Ludeke 203 869-0900
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s).
[_] Yes [X] No
Form 10-K for the year ended March 30, 2006.
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof?
[X] Yes [_] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
American Tax Credit Properties II L.P.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 15, 2006 By: Neal Ludeke
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Name: Neal Ludeke
Title: Chief Financial Officer of
Richman Tax Credits Inc., general
partner of Richman Tax Credit
Properties II L.P., General Partner
of the Registrant
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (Section 232.201 or Section 232.202 of this chapter) or apply for
an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (Section
232.13(b) of this chapter) .
ATTACHMENT I
The net loss of Registrant decreased by approximately $155,000 as compared to
the year ended March 30, 2005, primarily as a result of an increase in other
income from local partnerships of approximately $142,000 and a gain on disposal
of a local partnership interest of $40,000, partially offset by an increase in
equity in loss of investment in local partnerships of approximately $30,000.