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

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

                         AMERICAN SPECTRUM REALTY, INC.
                            (Name of Subject Company)

  MPF BADGER ACQUISITION CO., LLC, MPF-NY 2007, LLC, MP VALUE FUND 5, LLC, MPF
  DEWAAY PREMIER FUND 3, LLC, MP VALUE FUND 7, LLC, MPF FLAGSHIP FUND 13, LLC,
   MPF DEWAAY PREMIER FUND, LLC, SUTTER OPPORTUNITY FUND 4, LLC, MPF EPLANNING
                          OPPORTUNITY FUND, LP, MPF AND
                         MACKENZIE PATTERSON FULLER, LP
                                    (Bidders)

                      UNITS OF LIMITED PARTNERSHIP 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. 1024                    (925) 631-9100 ext. 1006
                     (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
                         ----------              ----------

                         $2,383,605                $73.18

*     For purposes of calculating  the filing fee only.  Assumes the purchase of
      138,180 Shares at a purchase price equal to $17.25 per Share 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: $73.18
      Form or Registration Number: SC TO-T
      Filing Party: MacKenzie Patterson Fuller, LP
      Date Filed: NOVEMBER 16, 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 Badger  Acquisition  Co., LLC,  MPF-NY 2007,  LLC, MP Value Fund 5, LLC, MPF
DeWaay Premier Fund 3, LLC, MP Value Fund 7, LLC, MPF Flagship Fund 13, LLC, MPF
DeWaay  Premier  Fund,  LLC,  Sutter  Opportunity  Fund 4,  LLC,  MPF  ePlanning
Opportunity  Fund, LP, MPF.  (collectively the "Purchasers") to purchase 138,180
Units of limited partnership interest (the "Units") in American Spectrum Realty,
Inc. (the  "Partnership"),  the subject  company,  at a purchase  price equal to
$17.25 per Unit,  less the  amount of any  distributions  declared  or made with
respect to the Units  between  November 16, 2007 (the "Offer Date") and December
21, 2007 (the "Expiration  Date"),  upon the terms and subject to the conditions
set  forth in the Offer to  Purchase  dated  November  16,  2007 (the  "Offer to
Purchase") and the related Letter of Transmittal.

The Offer resulted in the tender by  unitholders,  and acceptance for payment by
the Purchasers,  of a total of 12,934 Units.  Upon completion of the Offer,  the
Purchasers held an aggregate of  approximately  57,640 Units,  or  approximately
3.6% of the total  outstanding  Units.  These  shares were  allocated  among the
Purchasers as follows:

MP Value Fund 5, LLC - 1,077 Units
MPF DeWaay Premier Fund 3, LLC - 2,156 Units
MP Value Fund 7, LLC - 1,078 Units
MPF Flagship Fund 13, LLC - 5,389 Units
MPF DeWaay Premier Fund, LLC - 3,234 Units

                                   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: December 26, 2007

MPF Badger  Acquisition  Co., LLC,  MPF-NY 2007,  LLC, MP VALUE FUND 5, LLC, MPF
DEWAAY PREMIER FUND 3, LLC, MP VALUE FUND 7, LLC, MPF FLAGSHIP FUND 13, LLC, MPF
DEWAAY  PREMIER  FUND,  LLC,  SUTTER  OPPORTUNITY  FUND 4,  LLC,  MPF  EPLANNING
OPPORTUNITY FUND, LP, MPF


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

MACKENZIE PATTERSON FULLER, LP


By: /s/ Chip Patterson
    ----------------------
    Chip Patterson, Senior Vice President