The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001449507
   Corporation
   Limited Partnership
X Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
MPF Flagship Fund 14, LLC
Jurisdiction of Incorporation/Organization
CALIFORNIA
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2008
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
MPF Flagship Fund 14, LLC
Street Address 1 Street Address 2
1640 SCHOOL STREET
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
MORAGA CALIFORNIA 94556 925-631-9100

3. Related Persons

Last Name First Name Middle Name
PATTERSON FULLER, LP MACKENZIE
Street Address 1 Street Address 2
1640 School Street
City State/Province/Country ZIP/PostalCode
Moraga CALIFORNIA 94556
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Manager
Last Name First Name Middle Name
PATTERSON CHARLES EVANS
Street Address 1 Street Address 2
1640 SCHOOL STREET
City State/Province/Country ZIP/PostalCode
MORAGA CALIFORNIA 94556
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
FULLER GLEN WILLIAM
Street Address 1 Street Address 2
1640 SCHOOL STREET
City State/Province/Country ZIP/PostalCode
MORAGA CALIFORNIA 94556
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
PATTERSON II CHARLES EVANS
Street Address 1 Street Address 2
1640 SCHOOL STREET
City State/Province/Country ZIP/PostalCode
MORAGA CALIFORNIA 94556
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
KOSLOSKY PAUL
Street Address 1 Street Address 2
1640 SCHOOL STREET
City State/Province/Country ZIP/PostalCode
MORAGA CALIFORNIA 94556
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
SIMPSON CHRISTINE
Street Address 1 Street Address 2
1640 SCHOOL STREET
City State/Province/Country ZIP/PostalCode
MORAGA CALIFORNIA 94556
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
DIXON ROBERT
Street Address 1 Street Address 2
1640 SCHOOL STREET
City State/Province/Country ZIP/PostalCode
MORAGA CALIFORNIA 94556
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
MOSER JENNIFER
Street Address 1 Street Address 2
1640 SCHOOL STREET
City State/Province/Country ZIP/PostalCode
MORAGA CALIFORNIA 94556
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
X Pooled Investment Fund
   Hedge Fund
   Private Equity Fund
   Venture Capital Fund
X Other Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes X No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
  
 Retailing
  
 Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
 Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
   Decline to Disclose X Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))    Rule 505
   Rule 504 (b)(1)(i) X Rule 506
   Rule 504 (b)(1)(ii)    Securities Act Section 4(5)
   Rule 504 (b)(1)(iii)    Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2009-05-27    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
X Yes    No

9. Type(s) of Securities Offered (select all that apply)

X Equity X Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security    Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $10,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
over 5 associated persons None
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR FINANCIAL SERVICES, INC. 14503
Street Address 1 Street Address 2
8620 W. 110TH STREET, STE. 200
City State/Province/Country ZIP/Postal Code
OVERLAND PARK KANSAS 66210
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
Over 5 Associated Persons None
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
CENTAURUS FINANCIAL INC 30833
Street Address 1 Street Address 2
2300 E. KATELLA AVENUE SUITE 200
City State/Province/Country ZIP/Postal Code
ANAHEIM CALIFORNIA 92806
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
JAMES R. BAILES JR. 4439912
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
CAMBRIDGE LEGACY SECURITIES LLC 103722
Street Address 1 Street Address 2
1640 HIGHWAY 6 SUITE 470
City State/Province/Country ZIP/Postal Code
SUGAR LAND TEXAS 77478
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
LOUISIANA
TEXAS
Recipient
Recipient CRD Number X None
OVER 5 ASSOCIATED PERSONS None
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
FOOTHILL SECURITIES, INC. 1027
Street Address 1 Street Address 2
150 E, DANA STREET
City State/Province/Country ZIP/Postal Code
MOUNTAIN VIEW CALIFORNIA 94041
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ALABAMA
ALASKA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
DISTRICT OF COLUMBIA
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VIRGINIA
WASHINGTON
WISCONSIN
WYOMING
Recipient
Recipient CRD Number    None
RUSSELL CHILDS 1192883
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
CAMBRIDGE LEGACY SECURITIES, LLC 103722
Street Address 1 Street Address 2
4100 SPRING VALLEY ROAD STE. 500
City State/Province/Country ZIP/Postal Code
DALLAS TEXAS 75244
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
LOUISIANA
NORTH CAROLINA
TEXAS
Recipient
Recipient CRD Number    None
KURT BALDRY 1568930
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
WORKMAN SECURITIES CORP 31898
Street Address 1 Street Address 2
1865 W WAYZATA BLVD
City State/Province/Country ZIP/Postal Code
LONG LAKE MINNESOTA 55356
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ARIZONA
CALIFORNIA
FLORIDA
IOWA
MINNESOTA
MONTANA
NEVADA
WASHINGTON
WISCONSIN
Recipient
Recipient CRD Number    None
HARODL LUSTIG 816080
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
WORKMAN SECURITIES CORP 31898
Street Address 1 Street Address 2
70 MITCHELL BLVD. SUITE 104
City State/Province/Country ZIP/Postal Code
SAN RAFAEL CALIFORNIA 94903
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
NORMA LOOFBOURROW 1310725
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
AMERICAN INVESTORS COMPANY 38
Street Address 1 Street Address 2
2410 CAMINO RAMON #185
City State/Province/Country ZIP/Postal Code
SAN RAMON CALIFORNIA 94583
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ARIZONA
CALIFORNIA
NEVADA
OREGON
WASHINGTON
Recipient
Recipient CRD Number    None
CHAO-KANG K. CARLINO 1179555
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
AMERICAN INVESTORS COMPANY 38
Street Address 1 Street Address 2
660 SPAR DRIVE
City State/Province/Country ZIP/Postal Code
REDWOOD CITY CALIFORNIA 94065
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
FLORIDA
Recipient
Recipient CRD Number    None
GERARD GLOISTEN 2579962
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
GBS FINANCIAL CORP 16906
Street Address 1 Street Address 2
558 B STREET, SUITE 200
City State/Province/Country ZIP/Postal Code
SANTA ROSA CALIFORNIA 95401
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ARIZONA
CALIFORNIA
COLORADO
CONNECTICUT
GEORGIA
IDAHO
INDIANA
NEVADA
NORTH CAROLINA
OHIO
OREGON
TEXAS
UTAH
WEST VIRGINIA

13. Offering and Sales Amounts

Total Offering Amount $4,500,000 USD
or    Indefinite
Total Amount Sold $3,733,000 USD
Total Remaining to be Sold $767,000 USD
or    Indefinite

Clarification of Response (if Necessary):

14. Investors

X
 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
12
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
75

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $316,455 USD
X Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

Sales Commissions includes Due Diligence Fee

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$148,920 USD
X Estimate

Clarification of Response (if Necessary):

AN ESTIMATED ADDITIONAL PAYMENT OF $186,150 HAS BEEN MADE TO ISSUER'S INVESTMENT ADVISER

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
MPF Flagship Fund 14, LLC JEN MOSER Jen Moser Vice President 2010-10-19

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.