SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             -----------------------
                                 Amendment No. 1
                                       to
                                   SCHEDULE TO
         Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934

                               -------------------

                                JCM PARTNERS, LLC
                            (Name of Subject Company)

  MPF-NY 2007, LLC, MPF Badger Acquisition Co., LLC, Sutter Opportunity Fund 4,
   LLC, MPF Senior Note Program I, LP, MPF ePlanning Opportunity Fund, LP, MPF
DeWaay Fund 4, LLC, MPF Flagship Fund 12, LLC, MPF Special Fund 9, LLC, MPF Blue
  Ridge Fund I, LLC, MPF Blue Ridge Fund II, LLC, MPF Special Fund 8, LLC, MPF
    Income Fund 22, LLC, MPF Income Fund 23, LLC, MPF DeWaay Fund 5, LLC, MPF
            Flagship Fund 11, LLC; and MacKenzie Patterson Fuller, LP
                                    (Bidders)
    Class 1 or Class 2 units ("UNITS") OF LIMITED LIABILITY COMPANY INTEREST
                         (Title of Class of Securities)

                                 None or unknown
                      (CUSIP Number of Class of Securities)
                             -----------------------

                                                  Copy to:
Christine Simpson                                 Chip Patterson, Esq.
MacKenzie Patterson Fuller, LP                    MacKenzie Patterson Fuller, LP
1640 School Street                                1640 School Street
Moraga, California  94556                         Moraga, California  94556
(925) 631-9100 ext.224                            (925) 631-9100 ext. 206

                     (Name, Address, and Telephone Number of
                    Person Authorized to Receive Notices and
                       Communications on Behalf of Bidder)

                            Calculation of Filing Fee

                  Transaction                       Amount of
                   Valuation*                       Filing Fee
                   ----------                       ----------

                   $3,850,657                        $412.02

*     For purposes of calculating the filing fee only. Assumes the purchase of
      2,750,469 Units at a purchase price equal to $1.40 per Unit in cash.

|X|   Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
      and identify the filing with which the offsetting fee was previously paid.
      Identify the previous filing by registration statement number, or the Form
      or Schedule and the date of its filing.

      Amount Previously Paid:       $412.02
      Form or Registration Number: SC TO-T
      Filing Party: MacKenzie Patterson Fuller, LP
      Date Filed: March 30, 2007



|_|   Check the box if the filing relates  solely to preliminary  communications
      made before the commencement of a tender offer.

Check the  appropriate  boxes below to designate any  transactions  to which the
statement relates:

|X|   third party tender offer subject to Rule 14d-1.
|_|   issuer tender offer subject to Rule 13e-4.
|_|   going private transaction subject to Rule 13e-3
|_|   amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results
of the tender offer: |X|



                         FINAL AMENDMENT TO TENDER OFFER

This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by
MPF-NY 2007, LLC, MPF Badger  Acquisition  Co., LLC, Sutter  Opportunity Fund 4,
LLC,  MPF Senior Note Program I, LP, MPF  ePlanning  Opportunity  Fund,  LP, MPF
DeWaay Fund 4, LLC, MPF Flagship Fund 12, LLC, MPF Special Fund 9, LLC, MPF Blue
Ridge Fund I, LLC,  MPF Blue Ridge Fund II, LLC,  MPF Special  Fund 8, LLC,  MPF
Income Fund 22,  LLC,  MPF Income  Fund 23,  LLC,  MPF DeWaay  Fund 5, LLC,  MPF
Flagship Fund 11, LLC; and MacKenzie  Patterson  Fuller,  LP  (collectively  the
"Purchasers")  to  purchase  2,750,469  Units  of  Class 1 or  Class  2  limited
liability   company   interest  (the   "Units")  in  JCM   Partners,   LLC  (the
"Partnership"),  the  subject  company,  at a purchase  price equal to $1.40 per
Unit, less the amount of any distributions  declared or made with respect to the
Units  between  March  30,  2007  (the  "Offer  Date")  and  May 14,  2007  (the
"Expiration  Date"),  upon the terms and subject to the  conditions set forth in
the Offer to Purchase  dated March 30,  2007 (the "Offer to  Purchase")  and the
related Letter of Transmittal.

The Offer resulted in the tender by unitholders of a total of 0 Units. Thus, the
Purchasers terminated the offering.

                                  SIGNATURES


      After due inquiry and to the best of my  knowledge  and belief,  I certify
that the information set forth in this statement is true, complete and correct.

Dated: May 18, 2007

MPF-NY 2007, LLC, MPF Badger  Acquisition  Co., LLC, Sutter  Opportunity Fund 4,
LLC,  MPF Senior Note Program I, LP, MPF  ePlanning  Opportunity  Fund,  LP, MPF
DeWaay Fund 4, LLC, MPF Flagship Fund 12, LLC, MPF Special Fund 9, LLC, MPF Blue
Ridge Fund I, LLC,  MPF Blue Ridge Fund II, LLC,  MPF Special  Fund 8, LLC,  MPF
Income Fund 22,  LLC,  MPF Income  Fund 23,  LLC,  MPF DeWaay  Fund 5, LLC,  MPF
Flagship Fund 11, LLC; and MacKenzie Patterson Fuller, LP.

By:   /s/ Chip Patterson
      --------------------------
      Chip  Patterson,  Senior Vice  President of Manager or General  Partner of
      each filing person