INDEPENDENCE TAX CREDIT PLUS L P II - FORM 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2012

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 0-13782

INDEPENDENCE TAX CREDIT PLUS L.P. II

(Exact name of registrant as specified in its charter)

Delaware		13-3646846
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

100 Church Street, New York, New York		10007
(Address of principal executive offices)		(Zip Code)

(212) 317-5700

Registrant’s telephone number, including area code

(Former name, former address and former fiscal year, if changed since last report)

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. þ Yes o 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). þ Yes o 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 o

Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company þ

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

PART I – Financial Information

Item 1. Financial Statements.

INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

Consolidated Balance Sheets

	September 30,			March 31,
	2012			2012
	(Unaudited)			(Audited)
ASSETS

Operating assets
Property and equipment at cost, net of accumulated depreciation of $5,574,595 and $5,571,012, respectively	$	1,802,454		$	1,914,568
Cash and cash equivalents		2,708,351			1,811,841
Cash held in escrow		333,713			476,444
Deferred costs, net of accumulated amortization of $0 and $0, respectively		8,426			41,035
Other assets		17,112			74,796

Total operating assets		4,870,056			4,318,684

Assets from discontinued operations (Note 5)
Property and equipment held for sale, net of accumulated depreciation of $0 and $15,163,826, respectively		-			6,142,284
Net assets held for sale		-			1,517,676
Total assets from discontinued operations		-			7,659,960

Total assets	$	4,870,056		$	11,978,644

LIABILITIES AND PARTNERS’ (DEFICIT) CAPITAL

Liabilities
Mortgage notes payable	$	6,720,688		$	8,800,542
Accounts payable		58,670			172,282
Security deposit payable		56,592			68,432
Accrued interest		7,090,620			7,030,303
Due to local general partners and affiliates		124,689			589,883
Due to general partner and affiliates		1,802,416			1,836,255

Total operating liabilities		15,853,675			18,497,697

Liabilities from discontinued operations (Note 5)
Mortgage notes payable of assets held for sale		-			7,071,971
Net liabilities held for sale		-			11,466,393
Total liabilities from discontinued operations		-			18,538,364

Total liabilities		15,853,675			37,036,061

Commitments and contingencies (Note 6)

Partners’ (deficit) capital
Limited partners (58,928 BACs issued and outstanding)		(14,150,545	)		(28,508,943	)
General partner		3,623,018			3,474,109

Independence Tax Credit Plus L.P. II total		(10,527,527	)		(25,034,834	)

Noncontrolling interests		(456,092	)		(22,583	)

Total partners’ deficit		(10,983,619	)		(25,057,417	)

Total liabilities and partners’ (deficit) capital	$	4,870,056		$	11,978,644

See accompanying notes to consolidated financial statements.

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INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2012			2011*			2012			2011*

Revenues
Rental income	$	197,428		$	201,960		$	389,797		$	404,569
Other income		8,010			7,310			14,248			14,146

Total revenues		205,438			209,270			404,045			418,715

Expenses
General and administrative		86,351			77,320			184,680			182,514
General and administrative-related parties (Note 2)		29,600			94,527			47,739			145,010
Repairs and maintenance		58,700			46,761			97,958			96,733
Operating		25,248			19,343			52,249			54,389
Taxes		18,247			18,303			36,494			36,606
Insurance		8,850			9,000			17,700			18,000
Financial, principally interest		104,135			104,369			208,331			208,794
Depreciation and amortization		18,597			19,227			37,824			40,344

Total expenses from operations		349,728			388,850			682,975			782,390

Loss from operations		(144,290	)		(179,580	)		(278,930	)		(363,675	)
(Loss) income from discontinued operations		(47,837	)		3,679,854			14,902,965			(781,461	)

Net (loss) income		(192,127	)		3,500,274			14,624,035			(1,145,136	)

Net loss attributable to noncontrolling interests from operations		808			756			1,788			1,730
Net income attributable to noncontrolling interests from discontinued operations		(747,979	)		(165,717	)		(122,391	)		(1,284,872	)

Net income attributable to noncontrolling interests		(747,171	)		(164,961	)		(120,603	)		(1,283,142	)

Net (loss) income attributable to Independence Tax Credit Plus L.P. II	$	(939,298	)	$	3,335,313		$	14,503,432		$	(2,428,278	)

Loss from operations – limited partners		(142,047	)		(177,036	)		(274,370	)		(358,325	)
(Loss) income from discontinued operations (including (loss) gain on sale of properties) – limited partners		(787,858	)		3,478,996			14,632,768			(2,045,670	)

Net (loss) income – limited partners	$	(929,905	)	$	3,301,960		$	14,358,398		$	(2,403,995	)

Number of BACs outstanding		58,928			58,928			58,928			58,928

Loss from operations per weighted average BAC	$	(2.41	)	$	(3.00	)	$	(4.66	)	$	(6.08	)
(Loss) income from discontinued operations per weighted average BAC		(13.37	)		59.03			248.32			(34.72	)

Net (loss) income per weighted average BAC	$	(15.78	)	$	56.03		$	243.66		$	(40.80	)

* Reclassified for comparative purposes.

See accompanying notes to consolidated financial statements.

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INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

Consolidated Statement of Changes in Partners’ (Deficit) Capital

(Unaudited)

				Limited			General		Noncontrolling
	Total			Partners			Partner		Interests

Partners’ (deficit) capital – April 1, 2012	$	(25,057,417	)	$	(28,508,943	)	$	3,474,109	$	(22,583	)

Net income		14,624,035			14,358,398			145,034		120,603

Contributions - write-off of related party debt		3,875			-			3,875		-

Distributions		(554,112	)		-			-		(554,112	)

Partners’ (deficit) capital – September 30, 2012	$	(10,983,619	)	$	(14,150,545	)	$	3,623,018	$	(456,092	)

See accompanying notes to consolidated financial statements.

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INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended
	September 30,
	2012			2011

Cash flows from operating activities:
Net income (loss)	$	14,624,035		$	(1,145,136	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
(Gain) loss on sale of properties		(14,919,656	)		466,090
Depreciation and amortization		71,066			666,908
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable		667,595			(202,750	)
Increase (decrease) in security deposit payable		5,213			(369	)
Increase in accrued interest payable		416,518			723,144
Increase in cash held in escrow		(76,421	)		(107,795	)
Decrease (increase) in other assets		87,887			(569,311	)
Decrease in due to local general partners and affiliates		-			(14,194	)
Decrease in due to general partner and affiliates		-			(225,017	)

Total adjustments		(13,747,798	)		736,706

Net cash provided by (used in) operating activities		876,237			(408,430	)

Cash flows from investing activities:
Proceeds from sale of properties		141,885			1,481,329
Costs paid relating to sale of properties		(20,000	)		-
Improvements to property and equipment		(87,199	)		-
Increase in cash held in escrow		(21,229	)		(78,142	)

Net cash provided by investing activities		13,457			1,403,187

Cash flows from financing activities:
Principal payments of mortgage notes		(130,018	)		(246,888	)

Net cash used in financing activities		(130,018	)		(246,888	)

Net increase in cash and cash equivalents		759,676			747,869
Cash and cash equivalents at beginning of period		1,948,675			1,479,226
Cash and cash equivalents at end of period*	$	2,708,351		$	2,227,095

Summarized below are the components of the (gain) loss on sale of properties:
Proceeds from sale of properties – net	$	(121,885	)	$	(1,481,329	)
Property and equipment, net of accumulated depreciation		6,271,632			8,560,347
Deferred costs		72,307			3,790
Other assets		148,662			352,612
Cash held in escrow		1,401,559			472,903
Accounts payable and other liabilities		(1,343,643	)		184,528
Due to general partners and affiliates		(72,839	)		(70,000	)
Due to local general partners and affiliates		(471,642	)		(207,540	)
Mortgage payable		(9,021,807	)		(5,635,393	)
Accrued interest		(11,142,386	)		(1,641,401	)
Security deposits payable		(89,377	)		(122,427	)
Contribution - General Partner		-			50,000
Decrease in capitalization of consolidated subsidiaries attributable to noncontrolling interests		(550,237	)		-

* Cash and cash equivalents at end of period, includes cash and cash equivalents from discontinued operations of $0 and $0, respectively.

See accompanying notes to consolidated financial statements.

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INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2012

(Unaudited)

NOTE 1 – General

The consolidated financial statements include the accounts of Independence Tax Credit Plus L.P. II (the “Partnership”) and four other limited partnerships (“subsidiary partnerships”, “subsidiaries” or “Local Partnerships”) owning leveraged apartment complexes that are eligible for the low-income housing tax credit. The general partner of the Partnership is Related Independence Associates L.P., a Delaware limited partnership (the “General Partner”), which is managed by an affiliate of Centerline Holding Company (“Centerline”), which is the ultimate parent of the manager of the general partner of the General Partner. For information on Centerline’s audited balance sheet for the most recent fiscal year, see http://sec.gov. Through the rights of the Partnership and/or an affiliate of the General Partner, which affiliate has a contractual obligation to act on behalf of the Partnership, to remove the general partner of each of the subsidiary partnerships (each a “Local General Partner”) and to approve certain major operating and financial decisions, the Partnership has a controlling financial interest in the subsidiary partnerships.

For financial reporting purposes, the Partnership’s fiscal quarter ends September 30 . All subsidiaries have fiscal quarters ending June 30. Accounts of the subsidiaries have been adjusted for intercompany transactions from July 1 through September 30 . The Partnership’s fiscal quarter ends September 30 in order to allow adequate time for the subsidiaries’ financial statements to be prepared and consolidated. All intercompany accounts and transactions with the subsidiary partnerships have been eliminated in consolidation.

In accordance with FASB Accounting Standards Codification (“ASC”) Topic 810, Noncontrolling Interests in Consolidated Financial Statements (“ASC 810”), income attributable to noncontrolling interests amounted to approximately $(747,000), $(165,000), $(121,000) and $(1,283,000) for the three and six months ended September 30, 2012 and 2011, respectively. The Partnership’s investment in each subsidiary is equal to the respective subsidiary’s partners’ equity less noncontrolling interest capital, if any.

Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted or condensed. These condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Partnership’s Annual Report on Form 10-K for the year ended March 31, 2012.

The books and records of the Partnership are maintained on the accrual basis of accounting in accordance with GAAP. In the opinion of the General Partner of the Partnership, the accompanying unaudited financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position of the Partnership as of September 30, 2012, the results of its operations for the three and six months ended September 30, 2012 and 2011 and its cash flows for the six months ended September 30, 2012 and 2011. However, the operating results and cash flows for the six months ended September 30, 2012 may not be indicative of the results for the entire year.

Recent Accounting Pronouncements

In June 2012, the FASB issued under Accounting Standards update No. 2012-02 “Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment.” The objective of these amendments in this ASU is to reduce the cost and complexity of performing an impairment test for indefinite-lived intangible assets by simplifying how an entity tests those assets for impairment and to improve consistency in impairment testing guidance among long-lived asset categories. The amendments are effective for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of this accounting standard will not have a material effect on the Partnership’s condensed consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

NOTE 2 – Related Party Transactions

An affiliate of the General Partner, Independence SLP L.P., has a 0.01% interest as a special limited partner in each of the subsidiary partnerships. An affiliate of the General Partner also has a minority interest in certain local partnerships.

Other Related Party Expenses

The costs incurred to related parties from operations for the three and six months ended September 30, 2012 and 2011 were as follows:

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INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2012

(Unaudited)

	Three Months Ended					Six Months Ended
	September 30,					September 30,
	2012			2011*		2012			2011*

Partnership management fees (a)	$	(14,000	)	$	39,176	$	(24,229	)	$	34,929
Expense reimbursement (b)		28,341			39,337		42,159			78,674
Local administrative fee (c)		1,250			1,250		2,500			2,500
Total general and administrative - General Partner		15,591			79,763		20,430			116,103

Property management fees incurred to affiliates of the subsidiary partnerships’ general partners		14,009			14,764		27,309			28,907
Total general and administrative-related parties	$	29,600		$	94,527	$	47,739		$	145,010

* Reclassified for comparative purposes.

The costs incurred to related parties from discontinued operations for the three and six months ended September 30, 2012 and 2011 were as follows:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2012		2011*		2012		2011*

Local administrative fees (c)	$	-	$	4,625	$	-	$	9,250

Total general and administrative – General Partner		-		4,625		-		9,250

Property management fees incurred to affiliates of the subsidiary partnerships’ general partners		7,453		52,242		16,911		122,428

Total general and administrative-related parties	$	7,453	$	56,867	$	16,911	$	131,678

* Reclassified for comparative purposes.

(a)

The General Partner is entitled to receive a partnership management fee, after payment of all Partnership expenses, which together with the annual local administrative fees will not exceed a maximum of 0.5% per annum of invested assets (as defined in the Partnership Agreement), for administering the affairs of the Partnership. Subject to the foregoing limitation, the partnership management fee will be determined by the General Partner in its sole discretion based upon its review of the Partnership’s investments. Unpaid partnership management fees for any year will be accrued without interest and will be payable from working capital reserves or to the extent of available funds after the Partnership has made distributions to the limited partners of sale or refinancing proceeds equal to their original capital contributions plus a 10% priority return thereon (to the extent not theretofore paid out of cash flow). During the current period, the Partnership adjusted its accrued partnership management fees for excess local administrative fees received from sold properties. Partnership management fees owed to the General Partner amounting to approximately $1,683,000 and $1,707,000 were accrued and unpaid as of September 30, 2012 and March 31, 2012, respectively, and are included in the line item Due to general partners and affiliates in the consolidated balance sheets. During the year ended March 31, 2012, management deemed the unpaid partnership management fees related to sold properties uncollectible and wrote off approximately $3,130,000, resulting in a noncash General Partner contribution of the same amount. Current year partnership management fees may be paid out of operating reserves or refinancing and sales proceeds. As such, the General Partner cannot demand payment of the deferred fees except as noted above.

(b)

The Partnership reimburses the General Partner and its affiliates for actual Partnership operating expenses incurred by the General Partner and its affiliates on the Partnership’s behalf. The amount of reimbursement from the Partnership is limited by the provisions of the Partnership Agreement. Another affiliate of the General Partner performs asset monitoring for the Partnership. These services include site visits and evaluations of the subsidiary partnerships’ performance. Expense reimbursements and asset monitoring fees owed to the General Partner and its affiliates amounting to approximately $42,000 and $14,000 were accrued and unpaid as of September 30, 2012 and March 31, 2012, respectively. The General Partner does not intend to demand payment of the deferred payables beyond the Partnership’s ability to pay them. The Partnership anticipates that these will be paid, if at all, from working capital reserves or future sales proceeds.

(c)

Independence SLP L.P., a special limited partner of the subsidiary partnerships, is entitled to receive a local administrative fee of up to $5,000 per year from each subsidiary partnership. As of September 30, 2012 and March 31, 2012, the subsidiary partnerships owed approximately $78,000 and $148,000, respectively, of these fees to Independence SLP L.P. These fees have been deferred in certain cases and the Partnership anticipates that they will be paid, if at all, from working capital reserves or future sales proceeds.

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INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2012

(Unaudited)

As of September 30, 2012 and March 31, 2012, the Partnership owed $0 and $6,000, respectively, to the Special Limited Partner for the fees it received from a Local Partnership on its behalf.

B) Due to Local General Partners and Affiliates

Due to local general partners and affiliates at September 30, 2012 and March 31, 2012 consists of the following:

	September 30,		March 31,
	2012		2012

Operating advances	$	4,689	$	4,689
Construction costs payable		120,000		382,200
Loans payable to local general partner and affiliates (a)		-		202,994

	$	124,689	$	589,883

(a) Affordable Green Associates, L.P. ("Greene Avenue") borrowed monies from affiliates of the Local General Partners while the building was being constructed. Interest was accrued at rates from 8% to 11% during the construction period and the loans were due on demand and did not accrue interest. On June 28, 2012, the Partnership sold its limited partnership interest in Greene Avenue (see Note 4).

Due to local general partners and affiliates at September 30, 2012 and March 31, 2012 included in the discontinued liabilities consists of the following:

	September 30,		March 31,
	2012		2012

Management and other operating advances	$	-	$	6,448

	$	-	$	6,448

NOTE 3 – Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of each class of financial instruments (all of which are held for nontrading purposes) for which it is practicable to estimate that value:

Cash and Cash Equivalents, Investments Available-for-Sale and Cash Held in Escrow

The carrying amount approximates fair value.

Mortgage Notes Payable

The Partnership adopted FASB ASC 820 – “Fair Value Measurements” for financial assets and liabilities. ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances.

As permitted, we chose not to elect the fair value option as prescribed by ASC 825 – “Financial Instruments” – Including an Amendment of ASC 320 – “Investments – Debt and Equity Securities”, for our financial assets and liabilities that had not been previously carried at fair value. Therefore, we did not elect to fair value any additional items under ASC 825.

The estimated fair value of financial instruments has been determined using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange. The following are financial instruments for which the Partnership’s estimate of fair value differs from the carrying amounts:

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INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2012

(Unaudited)

	At September 30, 2012				At March 31, 2012
	Carrying				Carrying
	Amount		Fair Value		Amount		Fair Value

LIABILITIES:
Mortgage notes	$	6,720,688	$	2,473,851	$	15,872,513	$	8,796,945

For the mortgage notes, fair value is calculated using present value cash flow models based on a discount rate. It was determined that the Tender Option Bond market, through which these bonds have been securitized in the past, continued to see a dramatic slowdown with limited liquidity and significantly reduced transaction levels. To assist in valuing these notes, the Partnership held separate discussions with various third party investment banks who are leaders in the municipal bond business. The discussions produced assumptions that were based on market conditions as well as the credit quality of the underlying property partnerships, which held the mortgage notes, to determine what discount rates to utilize.

NOTE 4 – Sale of Properties

The Partnership is in the process of disposing of all of its investments. During the six months ended September 30, 2012, the Partnership sold its limited partnership interests in two Local Partnerships and one Local Partnership sold its property and the related assets and liabilities. As of September 30, 2012, the Partnership has sold its limited partnership interests in thirteen Local Partnerships and one Local Partnership sold its property and the related assets and liabilities. There can be no assurance as to when the Partnership will dispose of its last remaining investment or the amount of proceeds which may be received. However, based on the historical operating results of the Local Partnerships and the current economic conditions, including changes in tax laws, the proceeds from such sales received by the Partnership will not be sufficient to return to the limited partners their original investments. All gains and losses on sales are included in discontinued operations.

On June 28, 2012, the Partnership sold its limited partnership interest in Greene Avenue to an affiliate of the Local General Partner for a sales price of $10. The sale resulted in a gain of approximately $2,354,000 resulting from the write-off of the deficit basis in the Local Partnership of approximately $2,374,000, costs related to sale of approximately $20,000 and the $10 cash received from the sale, which was recorded during the quarter ended June 30, 2012. An adjustment to the gain of approximately $7,000 was recorded during the quarter ended September 30, 2012, resulting in an overall gain of approximately $2,361,000. In addition, the sale resulted in a noncash contribution to the Local Partnership from the General Partner of $2,000 as a result of the write-off of fees owed by the Local Partnership to an affiliate of the General Partner.

On June 22, 2012, the property and the related assets and liabilities of Clear Horizons Limited Partnership (“Clear Horizons”) were sold to an unaffiliated third party purchaser for a sales price of $2,100,000. The Partnership received $978,396 as distributions from this sale after the repayment of the mortgages, other liabilities, closing costs and distributions to other partners of approximately $1,122,000. The sale resulted in a gain of approximately $1,035,000 resulting from the write-off of the deficit basis in the Local Partnership of the same amount at the date of sale, which was recorded during the quarter ended June 30, 2012. An adjustment to the gain of approximately ($56,000) was recorded during the quarter ended September 30, 2012, resulting in an overall gain of approximately $979,000.

On May 1, 2012, the Partnership sold its limited partnership interest in United Germano-Millgate Limited Partnership (“United Germano”) to an unaffiliated third party purchaser for a sales price of $141,875. The sale resulted in a gain of approximately $11,568,000 resulting from the write-off of the deficit basis in the Local Partnership of approximately $11,426,000 and the $141,875 cash received from the sale, which was recorded during the quarter ended June 30, 2012. An adjustment to the gain of approximately $12,000 was recorded during the quarter ended September 30, 2012, resulting in an overall gain of approximately $11,580,000. In addition, the sale resulted in a noncash contribution to the Local Partnership from the General Partner of approximately $2,000 as a result of the write-off of fees owed by the Local Partnership to an affiliate of the General Partner.

On September 21, 2011, the Partnership sold its limited partnership interest in NLEDC, Limited Partnership (“Paradise Arms”) to the Local General Partner for a sales price of $5,000. The sale resulted in a gain of approximately $3,846,000 resulting from the write-off of the deficit basis in the Local Partnership of approximately $3,841,000 and the $5,000 cash received from the sale, which was recorded during the quarter ended September 30, 2011. Adjustments to the gain of approximately $16,000 and $119,000 were recorded during the quarters ended December 31, 2011 and March 31, 2012, respectively, resulting in an overall gain of approximately $3,981,000. In addition, the sale resulted in a noncash contribution to the Local Partnership from the General Partner of $2,500 as a result of the write-off of fees owed by the Local Partnership to an affiliate of the General Partner.

On June 30, 2011, the Partnership sold its limited partnership interest in Neptune Venture L.P. (“Winding Ridge”) to the Local General Partner for a sales price of $1,476,329. The Partnership received $1,476,329 as a distribution from this sale. The sale resulted in a loss of approximately $5,836,000 resulting from the write-off of the basis in the Local Partnership of the same amount at the date of sale, which was recorded during the quarter ended June 30, 2011. Adjustments to the loss of approximately ($96,000) and $98,000 were recorded during the quarters ended September 30, 2011 and March 31, 2012, respectively, resulting in an overall loss of approximately $5,834,000. In accordance with the partnership agreement of Winding Ridge, the Local General Partner was to be paid certain fees and distributions, based on the selling price, contingent upon the completion of a sale. These fees, amounting to $6,725,000, were based on the implied sales price of $8,201,828 as determined by an independent real estate service agency. No cash payments were made for these fees. In addition, the sale resulted in a noncash contribution to the Local Partnership from the General Partner of $3,750 as a result of the write-off of fees owed by the Local Partnership to an affiliate of the General Partner.

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INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2012

(Unaudited)

On May 12, 2011, the Partnership sold its limited partnership interest in Mansion Court Associates (“Mansion Court”) to an affiliate of the Local General Partner for a sales price of $1. The sale resulted in a gain of approximately $1,698,000 resulting from the write-off of the deficit basis in the Local Partnership of the same amount at the date of sale, which was recorded during the quarter ended June 30, 2011. Adjustments to the gain of approximately $1,000 and $10,000 were recorded during the quarters ended September 30, 2011 and March 31, 2012, resulting in an overall gain of approximately $1,709,000. During the year ended March 31, 2011, in accordance with ASC 360, the Partnership deemed the building impaired and wrote it down to its fair value, which resulted in a loss on impairment of $301,000. In addition, the sale resulted in a noncash contribution to the Local Partnership from the General Partner of approximately $46,000 as a result of the write-off of fees owed by the Local Partnership to an affiliate of the General Partner.

On March 31, 2011, the Partnership sold its limited partnership interest in Brynview Terrace, L.P. (“Brynview”) to the Local General Partner for a sales price of $2. The Partnership did not receive any cash from this sale and paid other liabilities of $5,000 in relation to the sale. The sale resulted in a gain of approximately $1,024,000 resulting from the write-off of the deficit basis in the Local Partnership of approximately $1,029,000 and the $5,000 cost incurred relating to the sale, which was recorded during the year ended March 31, 2011. An adjustment to the gain of approximately ($4,000) was recorded during the quarter ended June 30, 2011, resulting in an overall gain of approximately $1,020,000.

On March 31, 2011, the Partnership sold its limited partnership interest in Colden Oaks Limited Partnership (“Colden Oaks”) to an affiliate of the Local General Partner for a sales price of $2. The Partnership did not receive any cash from this sale and paid other liabilities of $5,000 in relation to the sale. The sale resulted in a gain of approximately $5,061,000 resulting from the write-off of the deficit basis in the Local Partnership of approximately $5,066,000 and the $5,000 cost incurred relating to the sale, which was recorded during the year ended March 31, 2011. Adjustments to the gain of approximately $7,000 and ($47,000) were recorded during the quarters ended June 30, 2011 and March 31, 2012, respectively, resulting in an overall gain of approximately $5,021,000. In addition, the sale resulted in a noncash contribution to the Local Partnership from the General Partner of approximately $85,000 as a result of the write-off of fees owed by the Local Partnership to an affiliate of the General Partner.

On February 9, 2011, the Partnership sold its limited partnership interest in P&P Home for the Elderly, L.P. (“P&P”) to an unaffiliated third party purchaser for a sales price of $50,000. The Partnership received $79,363 (including a distribution from sale of $49,363) after the payment of other liabilities of approximately $20,000. The sale resulted in a gain of approximately $6,288,000 resulting from the write-off of the deficit basis in the Local Partnership of approximately $6,208,000 and the $79,363 cash received from the sale, which was recorded during the year ended March 31, 2011. Adjustments to the gain of approximately ($112,000) and $18,000 were recorded during the quarters ended June 30, 2011 and March 31, 2012, respectively, resulting in an overall gain of approximately $6,194,000.

On February 9, 2011, the Partnership sold its limited partnership interest in Martha Bryant Manor, L.P. (“Martha Bryant”) to an unaffiliated third party purchaser for a sales price of $15,000. The Partnership did not receive any cash from this sale and paid other liabilities of $15,000 in relation to the sale. The sale resulted in a gain of approximately $6,158,000 resulting from the write-off of the deficit basis in the Local Partnership of the same amount at the date of sale, which was recorded during the year ended March 31, 2011. Adjustments to the gain of approximately $30,000 and $5,000 were recorded during the quarters ended June 30, 2011 and March 31, 2012, respectively, resulting in an overall gain of approximately $6,193,000.

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INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2012

(Unaudited)

NOTE 5 – Discontinued Operations

The following table summarizes the financial position of the Local Partnerships that are classified as discontinued operations because the respective Local Partnerships were classified as assets held for sale or were sold. As of September 30, 2012, there were no assets classified as discontinued operations on the consolidated balance sheets. As of March 31, 2012, United-Germano and Clear Horizons, which were classified as assets held for sale, were classified as discontinued operations on the consolidated balance sheets.

Consolidated Balance Sheets:

	September 30,		March 31,
	2012		2012

Assets
Property and equipment – less accumulated depreciation of $0 and $15,163,826, respectively	$	-	$	6,142,284
Cash and cash equivalents		-		136,834
Cash held in escrow		-		1,161,178
Deferred costs, net of accumulated amortization of $0 and $27,694, respectively		-		40,799
Other assets		-		178,865
Total assets	$	-	$	7,659,960

Liabilities
Mortgage notes payable	$	-	$	7,071,971
Accounts payable		-		562,436
Accrued interest payable		-		10,786,185
Security deposit payable		-		72,324
Due to local general partners and affiliates		-		6,448
Due to general partners and affiliates		-		39,000
Total liabilities	$	-	$	18,538,364

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INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2012

(Unaudited)

The following table summarizes the results of operations of the Local Partnerships that were classified as discontinued operations in the consolidated statements of operations. For the three and six months ended September 30, 2012, Greene Avenue, Clear Horizons and United Germano, which were sold during the period, were all classified as discontinued operations in the consolidated statements of operations. For the three and six months ended September 30, 2011, Martha Bryant, P&P, Colden Oaks and Brynview, which were sold during the year ended March 31, 2011, Mansion Court, Winding Ridge and Paradise Arms, which were sold during the six months ended September 30, 2011, and Clear Horizons, United Germano and Greene Avenue, in order to present comparable results to the six months ended September 30, 2012, were all classified as discontinued operations in the consolidated statements of operations.

Consolidated Statements of Discontinued Operations:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2012			2011*			2012			2011*

Revenues

Rental income	$	542,153		$	1,673,373		$	1,750,489		$	3,674,820
Other		3,495			2,891			9,455			18,348
(Loss) gain on sale of properties (Note 4)		(37,606	)		3,750,577			14,919,656			(466,090	)

Total revenue		508,042			5,426,841			16,679,600			3,227,078

Expenses
General and administrative		217,722			516,333			652,936			1,076,580
General and administrative-related parties (Note 2)		7,453			56,867			16,911			131,678
Repairs and maintenance		131,333			357,923			446,489			821,085
Operating and other		82,340			154,594			227,556			403,385
Taxes		17,260			118,774			64,664			242,796
Insurance		17,582			60,647			56,023			130,664
Interest		78,490			167,614			278,814			575,787
Depreciation and amortization		3,699			314,235			33,242			626,564

Total expenses		555,879			1,746,987			1,776,635			4,008,539

(Loss) income from discontinued operations	$	(47,837	)	$	3,679,854		$	14,902,965		$	(781,461	)

Noncontrolling interest in income of subsidiaries from discontinued operations		(747,979	)		(165,717	)		(122,391	)		(1,284,872	)

(Loss) income from discontinued operation – Independence Tax Credit Plus LP II	$	(795,816	)	$	3,514,137		$	14,780,574		$	(2,066,333	)

(Loss) income – limited partners from discontinued operations	$	(787,858	)	$	3,478,996		$	14,632,768		$	(2,045,670	)

Number of BACs outstanding		58,928			58,928			58,928			58,928

(Loss) income from discontinued operations per BAC	$	(13.37	)	$	59.03		$	248.32		$	(34.72	)

* Reclassified for comparative purposes.

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INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2012

(Unaudited)

Cash Flows from Discontinued Operations:

	Six Months Ended
	September 30,
	2012		2011*

Net cash provided by (used in) operating activities	$	422,360	$	(1,495,806	)
Net cash provided by investing activities	$	209,703	$	1,202,946
Net cash provided by (used in) financing activities	$	638,027	$	(46,422	)

* Reclassified for comparative purposes.

NOTE 6 – Commitments and Contingencies

Going Concern Consideration

At September 30, 2012, the Partnership’s liabilities exceeded assets by $10,983,619 and for the six months ended September 30, 2012, had net income of $14,624,035, including gain on sale of properties of $14,919,656. These factors raise substantial doubt about the Partnership’s ability to continue as a going concern. As discussed in Note 2, partnership management fees of approximately $1,683,000 will be payable out of sales or refinancing proceeds only to the extent of available funds after payments on all other Partnership liabilities have been made and after the Limited Partners have received a 10% return on their capital contributions. As such, the General Partner cannot demand payment of these deferred fees beyond the Partnership’s ability to pay them. In addition, where the Partnership has unpaid partnership management fees related to sold properties, such management fees are written off and recorded as capital contributions.

All of the mortgage payable balance of $6,720,688 and the accrued interest payable balance of $7,090,620 are of a nonrecourse nature and secured by the respective properties. The Partnership is currently in the process of disposing of its remaining investments. Historically, the mortgage notes and accrued interest thereon have been assumed by the buyer in instances of sales of the Partnership’s interest or have been paid off from sales proceeds in instances of sales of the property. In most instances when the Partnership’s interest was sold and liabilities were assumed, the Partnership recognized a gain from the sale. The Partnership owns the limited partner interest in its last remaining investment, and as such has no financial responsibility to fund operating losses incurred by the Local Partnership. The maximum loss the Partnership would incur is its net investment in the respective Local Partnership.

The Partnership has working capital reserves of approximately $2,594,000 at September 30, 2012. Such amount is considered sufficient to cover the Partnership’s day to day operating expenses, excluding fees to the General Partner, for at least the next year. The Partnership’s operating expenses, excluding the Local Partnerships’ expenses and related party expenses, amounted to approximately $83,000 for the six months ended September 30, 2012.

Management believes the above mitigating factors enable the Partnership to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Uninsured Cash and Cash Equivalents

The Partnership maintains its cash and cash equivalents in various banks. The accounts at each bank are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”).

Cash Distributions

Cash distributions from the Local Partnerships to the Partnership are restricted by the provisions of the respective agreements of limited partnership of the Local Partnerships and/or the U.S. Department of Housing and Urban Development.

Property Management Fees

Property management fees incurred by the Local Partnerships amounted to $50,631, $150,222, $152,298 and $314,326 for the three and six months ended September 30, 2012 and 2011, respectively. Of these fees $21,462, $67,006, $44,220 and $151,335 were earned by affiliates of the Local General Partners for the three and six months ended September 30, 2012 and 2011, respectively, which included $7,453, $52,242, $16,911 and $122,428 of fees relating to discontinued operations for the three and six months ended September 30, 2012 and 2011, respectively.

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INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2012

(Unaudited)

Other

The Partnership is subject to the risks incident to potential losses arising from the management and ownership of improved real estate. The Partnership can also be affected by poor economic conditions generally. There are also substantial risks associated with owning properties receiving government assistance; for example, the possibility that Congress may not appropriate funds to enable HUD to make rental assistance payments. HUD also restricts annual cash distributions to partners based on operating results and a percentage of the owner’s equity contribution. The Partnership cannot sell or substantially liquidate its investments in subsidiary partnerships during the period that the subsidy agreements are in existence without HUD’s approval. Furthermore, there may not be market demand for apartments at full market rents when the rental assistance contracts expire.

Subsequent Events

We evaluated all subsequent events from the date of the balance sheet through the issuance date of this report and determined that there were no events or transactions occurring during the subsequent event reporting period which require recognition or disclosure in the financial statements.

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

Liquidity and Capital Resources

The Partnership originally invested all of its net proceeds in fifteen Local Partnerships. The Partnership is in the process of disposing of all of its investments. During the six months ended September 30, 2012, the Partnership sold its limited partnership interest in two Local Partnerships and one Local Partnership sold its property and the related assets and liabilities. As of September 30, 2012, the Partnership has sold its limited partnership interests in thirteen Local Partnerships and one Local Partnership sold its property and the related assets and liabilities. There can be no assurance as to when the Partnership will dispose of its last remaining investment or the amount of proceeds which may be received. However, based on the historical operating results of the Local Partnerships and the current economic conditions, including changes in tax laws, the proceeds from such sales received by the Partnership will not be sufficient to return to the BACs holders their original investments. All gains and losses on sales are included in discontinued operations.

Short-Term

The Partnership’s primary sources of funds include: (i) working capital reserves; (ii) interest earned on the working capital reserves; (iii) cash distributions from operations of the Local Partnerships; and (iv) sales proceeds and distributions. Such funds are available to meet the obligations of the Partnership. The Partnership does not anticipate providing cash distributions to BACs holders in circumstances other than refinancing or sales. Cash distributions received from the Local Partnerships, as well as the working capital reserves referred to above, will be used towards the future operating expenses of the Partnership. During the six months ended September 30, 2012 and 2011, the amounts received from operations of the Local Partnerships were approximately $9,000 for both periods. In addition, during the six months ended September 30, 2012 and 2011, the amounts of distributions and proceeds from sales were approximately $1,120,000 and $1,481,000, respectively.

During the six months ended September 30, 2012, cash and cash equivalents of the Partnership and its consolidated Local Partnerships increased approximately $760,000. This increase was due to net cash provided by operating activities ($876,000) and net proceeds from sale of properties ($142,000), which exceeded costs paid relating to sale of properties ($20,000), improvements to property and equipment ($87,000), an increase in cash held in escrow relating to investing activities ($21,000) and principal payments of mortgage notes ($130,000). Included in the adjustment to reconcile the net income to net cash provided by operating activities is depreciation and amortization of approximately $71,000 and gain on sale of properties of approximately $14,920,000.

Total expenses from operations for the three and six months ended September 30, 2012 and 2011 excluding depreciation and amortization, interest and general and administrative – related parties, totaled $197,396, $170,727, $389,081 and $388,242, respectively.

Accounts payable from operations as of September 30, 2012 and March 31, 2012 were $58,670 and $172,282, respectively. Accounts payable are short term liabilities which are expected to be paid from operating cash flows, working capital balances at the Local Partnership level, Local General Partner advances and in certain circumstances advances from the Partnership. Accounts payable from discontinued operations totaled $0 and $562,436 as of September 30, 2012 and March 31, 2012, respectively. Accrued interest payable from operations as of September 30, 2012 and March 31, 2012 was $7,090,620 and $7,030,303, respectively. Accrued interest payable from discontinued operations totaled $0 and $10,786,185 as of September 30, 2012 and March 31, 2012, respectively. Such amount represents the accrued interest on all mortgage loans, which include primary and secondary loans. Certain secondary loans have provisions such that interest is accrued but not payable until a future date. The Partnership anticipates the payment of accrued interest on the secondary loans (which make up the majority of the accrued interest payable amount and which have been accumulating since the Partnership’s investment in the respective Local Partnership) will be made from future refinancing or sales proceeds of the respective Local Partnerships. In addition, each Local Partnership’s mortgage notes are collateralized by the land and buildings of the respective Local Partnership, and are without further recourse to the Partnership.

Because the provisions of the secondary loans defer the payment of accrued interest of the respective Local Partnerships, and the General Partner continues to defer the payment of fees as discussed below and in Note 2 to the Financial Statements, the Partnership (and the applicable Local Partnerships) believes it has sufficient liquidity and ability to generate cash and to meet existing and known or reasonably likely future cash requirements over both the short and long term.

The Partnership has an unconsolidated working capital reserve of approximately $2,594,000 at September 30, 2012.

Long-Term

Partnership management fees owed to the General Partner amounting to approximately $1,683,000 and $1,707,000 were accrued and unpaid as of September 30, 2012 and March 31, 2012, respectively and are included in Due to General Partner and affiliates on the Consolidated Balance Sheets. During the year ended March 31, 2012, management deemed the unpaid partnership management fees related to sold properties uncollectible and wrote off approximately $3,130,000, resulting in a noncash General Partner contribution of the same amount. Unpaid partnership management fees for any year are deferred without interest and will be payable out of sales or refinancing proceeds only to the extent of available funds after payments on all Partnership liabilities have been made other than to those owed to the General Partner and its affiliates, and after the Limited Partners have received a 10% return on their capital contributions.

All other amounts included in Due to General Partner and affiliates are expected to be paid, if at all, from working capital reserves. See Note 2 in Item 1 for further discussion of amounts due to the General Partner and its affiliates. The General Partner does not anticipate making any future advances of operating funds to the remaining Local Partnerships in which the Partnership has invested. Even if a situation arose where the General Partner and its affiliates needed to but were not able to make operating advances in the future due to lack of funds, the only impact on the Partnership would be that it would lose its investment in such Local Partnership. The Partnership’s ability to continue its operations would not be affected.

Based on the foregoing, the Partnership’s going concern consideration is mitigated by factors as discussed in Note 6a in Item 1.

- 15 -

Since the maximum loss the Partnership would be liable for is its net investment in its remaining subsidiary partnerships, the resolution of any contingencies is not anticipated to impact future results of operations, liquidity or financial condition in a material way.

Except as described above, management is not aware of any trends or events, commitments or uncertainties, which have not otherwise been disclosed, that will or are likely to impact liquidity in a material way. Management believes the only impact would be from laws that have not yet been adopted.

Off-Balance Sheet Arrangements

The Partnership has no off-balance sheet arrangements.

Fair Value Measurements

Cash and Cash Equivalents, Investments Available-for-Sale and Cash Held in Escrow

The carrying amount approximates fair value.

Mortgage Notes Payable

	At September 30, 2012				At March 31, 2012
	Carrying				Carrying
	Amount		Fair Value		Amount		Fair Value

LIABILITIES:
Mortgage notes	$	6,720,688	$	2,473,851	$	15,872,513	$	8,796,945

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of certain accounting estimates considered critical by the Partnership. The summary should be read in conjunction with the more complete discussion of the Partnership’s accounting policies included in Item 8, Note 2 to the consolidated financial statements in the Partnership’s Annual Report on Form 10-K for the year ended March 31, 2012.

Property and Equipment

Property and equipment to be held and used are carried at cost which includes the purchase price, acquisition fees and expenses, construction period interest and any other costs incurred in acquiring the Properties. The cost of property and equipment is depreciated over their estimated useful lives using accelerated and straight-line methods. Expenditures for repairs and maintenance are charged to expense as incurred; major renewals and betterments are capitalized. At the time property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are eliminated from the assets and accumulated depreciation accounts and the profit or loss on such disposition is reflected in earnings. The Partnership complies with ASC 360, Property, Plant and Equipment. A loss on impairment of assets is recorded when management estimates amounts recoverable through future operations and sale of the Property on an undiscounted basis are below depreciated cost. At that time, Property investments themselves are reduced to estimated fair value (using direct capitalization method) when the Property is considered to be impaired and the depreciated cost exceeds estimated fair value.

- 16 -

At the time management commits to a plan to dispose of a specific asset, said asset is adjusted to the lower of carrying amount or fair value less costs to sell. These assets are classified as property and equipment-held for sale and are not depreciated. Property and equipment that are held for sale are included in discontinued operations. There were no assets classified as property and equipment-held for sale as of September 30, 2012.

During the six months ended September 30, 2012, the Partnership has not recorded any loss on impairment of assets. Through September 30, 2012, the Partnership has recorded approximately $30,147,000 as an aggregate loss on impairment of property.

Revenue Recognition

Rental income is earned primarily under standard residential operating leases and is typically due the first day of each month, but can vary by Property due to the terms of the tenant leases. Rental income is recognized when earned and charged to tenants’ accounts receivable if not received by the due date. Rental payments received in advance of the due date are deferred until earned. Rental subsidies are recognized as rental income during the month in which it is earned.

Other revenues are recorded when earned and consist of the following items: interest income earned on cash and cash equivalent balances and cash held in escrow balances, income from forfeited security deposits, late charges, laundry and vending income and other rental related items.

Income Taxes

The Partnership is not required to provide for, or pay, any federal income taxes. Net income or loss generated by the Partnership is passed through to the partners and is required to be reported by them. The Partnership may be subject to state and local taxes in jurisdictions in which it operates. For income tax purposes, the Partnership has a fiscal year ending December 31.

Results of Operations

The Partnership’s results of operations for the three and six months ended September 30, 2012 and 2011 consisted primarily of the results of the Partnership’s investment in Local Partnerships. The following discussion excludes the Partnership’s results of its discontinued operations, which are not reflected below.

Rental income decreased approximately 2% and 4% for the three and six months ended September 30, 2012, respectively, as compared to the corresponding periods in 2011 primarily due to a slight decrease in the occupancy rate at one Local Partnership.

Total expenses from operations, excluding general and administrative – related parties and repairs and maintenance, remained fairly consistent with an increase of approximately 6% and a decrease of approximately 1% for the three and six months ended September 30, 2012, respectively, as compared to the corresponding periods in 2011.

General and administrative-related parties’ expenses decreased approximately $65,000 and $97,000 for the three and six months ended September 30, 2012, respectively, as compared to the corresponding periods in 2011, primarily due to a decrease in partnership management fees and expense reimbursements resulting from the sale of properties at the Partnership level.

Repairs and maintenance expenses increased approximately $12,000 for the three months ended September 30, 2012, as compared to the corresponding period in 2011 primarily due to an increase in security and flooring expenses at one Local Partnership.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures. The Chief Executive Officer and Chief Financial Officer of Related Independence Associates, L.P., the general partner of the Partnership, have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) as of the end of the period covered by this report. Based on such evaluation, such officers have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective.

(b) Changes in Internal Controls over Financial Reporting. During the period ended September 30, 2012, there were no changes in the Partnership’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

- 17 -

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings. – None

Item 1A.	Risk Factors. – No Changes

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds. – None

Item 3.	Defaults Upon Senior Securities. – None

Item 4.	Mine Safety Disclosures. - None

Item 5.	Other Information. – None

Item 6.	Exhibits.

	(3A)	Agreement of Limited Partnership of Independence Tax Credit Plus L.P. II as adopted on February 11, 1992*

	(3B)	Form of Amended and Restated Agreement of Limited Partnership of Independence Tax Credit Plus L.P. II, attached to the Prospectus as Exhibit A**

	(3C)	Certificate of Limited Partnership of Independence Tax Credit Plus L.P. II as filed on February 11, 1992*

	(10A)	Form of Subscription Agreement attached to the Prospectus as Exhibit B**

	(10B)	Escrow Agreement between Independence Tax Credit Plus L.P. II and Bankers Trust Company*

	(10C)	Form of Purchase and Sales Agreement pertaining to the Partnership’s acquisition of Local Partnership Interests*

	(10D)	Form of Amended and Restated Agreement of Limited Partnership of Local Partnerships*

	(31.1)⁺	Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a)

	(31.2)⁺	Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a)

	(32.1)⁺	Certification Pursuant to Section 1350 of Title 18 of the United States Code (18 U.S.C. 1350).

	(32.2)⁺	Certification Pursuant to Section 1350 of Title 18 of the United States Code (18 U.S.C. 1350)

	*	Incorporated herein as an exhibit by reference to exhibits filed with Post-Effective Amendment No. 4 to the Registration Statement on Form S-11 (Registration No. 33-37704).

	**	Incorporated herein as an exhibit by reference to exhibits filed with Post-Effective Amendment No. 8 to the Registration Statement on Form S-11 (Registration No. 33-37704).

	+	Filed herewith.

- 18 -

SIGNATURES

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.

INDEPENDENCE TAX CREDIT PLUS L.P. II

(Registrant)

		By:	RELATED INDEPENDENCE ASSOCIATES L.P.,
			General Partner

			By:	INDEPENDENCE ASSOCIATES GP LLC,
				General Partner

Date:	November 13, 2012			By:	/s/ Robert A. Pace
					Robert A. Pace
					Chief Financial Officer and Principal Accounting Officer

Date:	November 13, 2012			By:	/s/ Robert L. Levy
					Robert L. Levy
					President and Chief Executive Officer

- 19 -

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INDEPENDENCE TAX CREDIT PLUS L P II - FORM 10-Q - November 13, 2012

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