SC TO-T/A

                       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

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

              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                            (Name of Subject Company)

MPF-NY 2007,  LLC; MPF Badger  Acquisition  Co., LLC; SCM Special Fund, LLC; MPF
Flagship Fund 11, LLC; MPF DeWaay Premier Fund 4, LLC; MPF ePlanning Opportunity
Fund LP; MPF Income Fund 24 LLC;  MPF Special Fund 8, LLC;  MacKenzie  Patterson
Special Fund 6, LLC; 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.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
                  ----------                            ----------

                  $2,949,349                              $90.54


*     For purposes of calculating  the filing fee only.  Assumes the purchase of
      9,798.5 Units at a purchase price equal to $301.00 per Unit in cash.

|_|   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:
      Form or Registration Number:
      Filing Party:
      Date Filed:

|_| 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: |_|



The  Schedule  TO filed as of June 26,  2007,  as  amended,  by the  above-named
bidders  is  hereby  amended  as set  forth  below.  Items  not  amended  remain
unchanged, and capitalized terms are used as defined in the original Schedule.

                                  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; SCM Special Fund, LLC; MPF
Flagship Fund 11, LLC; MPF DeWaay Premier Fund 4, LLC; MPF ePlanning Opportunity
Fund LP; MPF Income Fund 24 LLC;  MPF Special Fund 8, LLC;  MacKenzie  Patterson
Special Fund 6, LLC  (collectively  the  "Purchasers")  to purchase all Units of
limited  partnership  interest  (the  "Units")  in Realmark  Property  Investors
Limited Partnership - II (the  "Partnership"),  the subject company, not already
held by purchasers and their affiliates at a purchase price equal to $301.00 per
Unit, less the amount of any distributions  declared or made with respect to the
Units between June 26, 2007 (the "Offer Date") and the Expiration Date.

The Expiration Date has been extended to August 18, 2007. As of the date hereof,
a total of 179 Units have been tendered by  Unitholders  and not  withdrawn.  No
other Units have been tendered to date.

Item 12. Exhibits.

(a)(1) Offer to Purchase dated June 26, 2007*

(a)(2) Letter of Transmittal*

(a)(3) Form of Letter to Unit holders dated June 26, 2007*

(a)(4) Form of press release

* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on June 26, 2007.

                                   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:   August 6, 2007

MPF-NY 2007,  LLC; MPF Badger  Acquisition  Co., LLC; SCM Special Fund, LLC; MPF
Flagship Fund 11, LLC; MPF DeWaay Premier Fund 4, LLC; MPF ePlanning Opportunity
Fund LP; MPF Income Fund 24 LLC;  MPF Special Fund 8, LLC;  MacKenzie  Patterson
Special Fund 6, LLC

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




                                  EXHIBIT INDEX


Exhibit  Description
- -------  -----------

(a)(1)   Offer to Purchase dated June 26, 2007*

(a)(2)   Letter of Transmittal*

(a)(3)   Form of Letter to Unit holders dated June 26, 2007*

(a)(4)   Form of press release


* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on June 26, 2007.

EX-99.(A)(4)

                                 Exhibit (a)(4)



FOR IMMEDIATE RELEASE

MacKenzie  Patterson  Fuller,  LP announces an extension of the tender offer for
Realmark Property Investors Limited Partnership - II

Moraga,  Calif. (Market  Wire)--August 3, 2007-- The Purchasers  affiliated with
MacKenzie  Patterson  Fuller,  LP which are  identified  in the tender offer for
Realmark  Property  Investors  Limited   Partnership  -  II  have  extended  the
expiration  date  with  respect  to their  tender  offer  for  units of  limited
partnership  interests  (the  "Units") in Realmark  Property  Investors  Limited
Partnership - II (the "Partnership"), through August 18, 2007.

As of the date hereof,  a total of 179 Units have been  tendered by  Unitholders
and not withdrawn. No other Units have been tendered to date.

Unitholders  should  read  the  Offer  to  Purchase  and the  related  materials
carefully because they contain important  information.  Unitholders will be able
to obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to
Purchase, the Supplemental Letter to Unitholders, the Letter of Transmittal, and
other documents that the company has filed with the U.S. Securities and Exchange
Commission at the  commission's  website at  www.sec.gov.  Unitholders  also may
obtain  a  copy  of  these  documents,  without  charge,  from  our  website  at
www.mpfi.com (click on MPF Tenders), or by calling toll free at 800-854-8357.

Contact: Christine Simpson, 800-854-8357 x. 224
MacKenzie Patterson Fuller, LP
1640 School Street, Suite 100
Moraga, California 94556