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 V

(Name of Subject Company)

MPF Badger Acquisition Co., LLC; SCM Special Fund, LLC; MPF DeWaay Premier Fund 4, LLC; MPF Senior Note Program II, LP; Sutter Opportunity Fund 4, LLC;

MPF DeWaay Premier Fund, LLC; MPF Acquisition Co. 3, LLC; MacKenzie Patterson Special Fund 6, LLC; MacKenzie Patterson Special Fund 6-A, LLC;

 MPF Special Fund 8, 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. 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
$10,493	$0.41

*	For purposes of calculating the filing fee only.  Assumes the purchase of 20,986 Units at a purchase price equal to $0.50 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:                                           $0.41
	Form or Registration Number: SC TO-T
	Filing Party: MacKenzie Patterson Fuller, LP
	Date Filed: May 6, 2008

[]	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 May 6, 2008 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 Badger Acquisition Co., LLC; SCM Special Fund, LLC; MPF DeWaay Premier Fund 4, LLC; MPF Senior Note Program II, LP; Sutter Opportunity Fund 4, LLC; MPF DeWaay Premier Fund, LLC; MPF Acquisition Co. 3, LLC; MacKenzie Patterson Special Fund 6, LLC; MacKenzie Patterson Special Fund 6-A, LLC MPF Special Fund 8, LLC (collectively the “Purchasers”) to purchase up to 20,986 Units of limited partnership interest (the “Units”)  in Realmark Property Investors Limited Partnership V (the “Partnership”), the subject company, at a purchase price equal to $0.50 per Unit, less the amount of any distributions declared or made with respect to the Units between May 6, 2008 (the “Offer Date”) and July 4, 2008 or such other date to which this Offer may be extended (the “Expiration Date”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 6, 2008 (the “Offer to Purchase”) and the related Letter of Transmittal.

The expiration date has been extended through July 4, 2008.

As of the date hereof, no Units of the Partnership have been tendered by securities holders because the Partnership has refused to mail the tender offer materials in accordance with Rule 14d-5.  We hired legal counsel to demand that the Partnership comply, and we believe they now will mail the materials.

Item 12.                      Exhibits.

(a)(1)	Offer to Purchase dated May 6, 2008*
(a)(2)	Letter of Transmittal*
(a)(3)	Form of Letter to Unit holders dated May 6, 2008*
(a)(4)	Form of advertisement in Investor’s Business Daily*
(a)(5)	Form of supplemental letter to Unit holders
(a)(6)	Form of press release

* Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on May 6, 2008.

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:                      June 2, 2008

MPF Badger Acquisition Co., LLC; SCM Special Fund, LLC; MPF DeWaay Premier Fund 4, LLC; MPF Senior Note Program II, LP; Sutter Opportunity Fund 4, LLC; MPF DeWaay Premier Fund, LLC; MPF Acquisition Co. 3, LLC; MacKenzie Patterson Special Fund 6, LLC; MacKenzie Patterson Special Fund 6-A, LLC MPF Special Fund 8, 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 May 6, 2008*
(a)(2)	Letter of Transmittal*
(a)(3)	Form of Letter to Unit holders dated May 6, 2008*
(a)(4)	Form of advertisement in Investor’s Business Daily*
(a)(5)	Form of supplemental letter to Unit holders
(a)(6)	Form of press release

* Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on May 6, 2008.

EX-99

May 29, 2008

TO:	Unit Holders Of Realmark Property Investors Limited Partnerships II, V, and VI-A
SUBJECT:	General Partners’ Violation Of Federal Securities Laws And The Corresponding Delay In Sending You The Enclosed Offer To Purchase Units; Extension of Offer

Dear Unit Holder:

As some of you may be aware, we recently filed registered tender offers with the Securities and Exchange Commission for Realmark Property Investors Limited Partnerships II, V, and VI-A (the “Partnerships”).  Pursuant to SEC rules, we notified the general partner of the Partnerships of our Offers and asked him to mail the Offer to you or give us your address we could mail the Offers.  Under the SEC rules, Mr. Jayson was required to begin mailing the Offers or give us the list by May 9, 2008.  However, Mr. Jayson and his staff ignored the SEC rules.  They only agreed to mail the Offers after the Purchasers hired legal counsel and threatened to sue to force the Partnerships to comply with the SEC rules.  They finally told us, 19 days later, that they will mail the Offers.  

The general partners’ flagrant disregard for the SEC rules causes us great concern.  We certainly hope that the general partners and the Partnerships are complying with other applicable SEC rules and required disclosures, although we have no reason other than this experience to believe they are not otherwise complying.

Because the Offers originally expired June 17, 2008, you would now not have very much time to analyze our Offers.  Thus, we are extending our Offers until July 4, 2008.  Of course, because the Offers have not been mailed, no one has yet tendered any units.

If you have any questions or need assistance, please call us at 800-854-8357.  This Offer expires (unless extended) July 4, 2008.

Sincerely,

Pat Patterson

Pat Patterson

President, MacKenzie Patterson Fuller, LP

P.S. Remember, this offer expires July 4, 2008. So don’t delay. Fill out and mail in the Realmark Letter of Transmittal today so we can rush you a check.

EX-99

FOR IMMEDIATE RELEASE

MacKenzie Patterson Fuller, LP announces extension of tender offer for Realmark Property Investors Limited Partnerships II, V, and VI-A

Moraga, Calif. (Market Wire)—June 2, 2008--MPF Badger Acquisition Co., LLC; SCM Special Fund, LLC; MPF Flagship Fund 12, LLC; MPF Dewaay Premier Fund 4, LLC; MPF Senior Note Program II, LP; Sutter Opportunity Fund 4, LLC; MPF DeWaay Premier Fund, LLC; MPF Acquisition Co., LLC; MacKenzie Patterson Special Fund 6, LLC; MacKenzie Patterson Special Fund 6-A, LLC; and MPF Special Fund 8, LLC; and MacKenzie Patterson Fuller, LP (the “Purchasers”) have extended the expiration date of their tender offer for Units of limited partnership interest (the “Units”)  in Realmark Property Investors Limited Partnerships II, V, and VI-A (the “Partnerships”).  The expiration date has been extended through July 4, 2008.

As of the date hereof, no Units of the Partnerships have been tendered by securities holders because the Partnerships have refused to mail the tender offer materials in accordance with Rule 14d-5.  We hired legal counsel to demand that the Partnerships comply, and we believe they now will mail the materials.

For further information, contact Christine Simpson at the below telephone number.

MacKenzie Patterson Fuller, LP

1640 School Street, Suite 100

Moraga, California 94556

Telephone: 925-631-9100