SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
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                                   SCHEDULE TO
                                (Amendment No. 1)

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         AMERICAN REPUBLIC REALTY FUND I
                            (Name of Subject Company)

                        Everest Management, LLC (offeror)
- -------------------------------------------------------------------------------
                                (Filing Persons)

                      Units of Limited Partnership Interest
- -------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                      None
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                      (CUSIP Number of Class of Securities)

                              Christopher K. Davis
                             Everest Management, LLC
                        199 S. Los Robles Ave., Suite 200
                               Pasadena, CA 91101
                            Telephone (626) 585-5920
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                  (Name, Address and Telephone Number of Person
  Authorized to Receive Notices and Communications on Behalf of Filing Persons)

                            CALCULATION OF FILING FEE
- -------------------------------------------------------------------------------
  Transaction Valuation: $2,301,300(1)    Amount of Filing Fee: $460.26
- --------------------------------------------------------------------------------
 (1) Calculated as the product of the total Units available for purchase and the
gross cash price per Unit.

[ ]  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:  Not Applicable      Filing party:  Not Applicable
     Form or registration no.:  Not Applicable    Date filed:  Not Applicable

[ ]  Check 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: [ ]








     This Amendment No. 1 amends and  supplements  the Tender Offer Statement on
Schedule TO (the "Schedule TO") filed by Everest  Management,  LLC ("Everest" or
the "Purchaser"),  a California limited liabiltiy copmany, dated May 9, 2006, to
purchase ALL Units of limited  partnership  interests ("Units") not already held
by  Purchaser  and  its  affiliates  in  AMERICAN  REPUBLIC  REALTY  FUND I (the
"Partnership"),  as set forth in the Schedule TO. Capitalized terms used but not
defined herein have the meaning  ascribed to them in the Offer to Purchase filed
as Exhibit 12.1 to the Schedule TO (the "Offer to Purchase").

ITEM 11. ADDITIONAL INFORMATION.

         The response to Item 11 is hereby amended and supplemented with the
following changes to the Offer to Purchase:

         DETAILS OF THE OFFER

         7. Conditions of the Offer.

               Subsection  (e) is hereby amended and restated in its entirety as
               follows:

               "(e) the General Partner or the Partnership  shall have stated or
               otherwise indicated that it intends to refuse to process transfer
               requests  submitted  by  Purchaser,   to  admit  Purchaser  as  a
               substitute limited partner,  or to limit Purchaser's rights under
               the Partnership Agreement, with respect to Units tendered;"









                                   SIGNATURE


     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: June 2, 2006


                                            EVEREST MANAGEMENT, LLC


                                            By:  /S/ DAVID I. LESSER
                                                 -------------------------
                                                 David I. Lesser
                                                 Executive Vice President