On June 30, 2008, Lightstone Value Plus Real Estate Investment Trust, Inc (the " Registrant", the "Company") filed a Current Report on Form 8-K with regard to the agreements with certain affiliates of Arbor Realty Trust, Inc. to acquire an aggregate 22.54% membership interest in Mill Run LLC, a Delaware limited liability company ("Mill Run"). Mill Run is the beneficial owner of the Prime Outlets Orlando I and Prime Outlets Orlando II retail shopping malls located in Orlando, Florida (the "Mill Run Properties"). The acquisition price for the Mill Run Interest was approximately $85 million, $19.6 million of which was in the form of equity and $65.4 million in the form of indebtedness secured by the Mill Run Properties. As the Company has recorded this investment in accordance with the equity method of accounting, the indebtedness is not included in the Company's investment. In connection with this transaction, Lightstone Value Plus REIT LLC, our advisor, received an acquisition fee equal to 2.75% of the acquisition price, or approximately $2.4 million. Closing costs totaled approximately $1.1 million.

This Amendment to the Current Report includes financial information relating to the Portfolio.

Material factors considered by the Registrant in assessing the Portfolio for acquisition, and determining the appropriate amount of consideration to be paid for the assets acquired, included a variety of factors, including each property's location, demographics, quality of tenants, duration of in-place leases, strong occupancy and the fact that the overall rental rate of the Portfolio was comparable to market rates. We believe that each property is well located, has acceptable roadway access and is well maintained. The properties are subject to competition from similar properties within their respective market areas, and the economic performance of one or more of the properties could be affected by changes in local economic conditions. We did not consider any other factors material or relevant to the decision to acquire the Portfolio.

The accompanying combined statement of revenues and certain operating expenses was prepared for the purpose of complying with the provision of Article 3.14 of Regulation S-X promulgated by the Securities and Exchange Commission (the "SEC"), which requires certain information with respect to real estate operations to be included with certain filings with the SEC. The combined statement of revenues and certain operating expenses includes the historical revenues and certain operating expenses of the Properties, exclusive of items that may not be comparable to the proposed future operations of the Properties, such as mortgage interest expense, and depreciation and amortization expense, and certain corporate expenses.

(a) Financial Statements of Real Estate Property Acquired. The following financial statements are submitted at the end of this Current Report on Form 8-K/A and are filed herewith and incorporated herein by reference.

Report of Independent Registered Public Accounting Firm

Combined Statement of Revenues and Certain Operating Expenses

Notes to Combined Statement of Revenues and Certain Operating Expenses

(b) Unaudited Pro Forma Financial Information. The following financial information is submitted at the end of this Current Report on Form 8-K/A and is furnished herewith and incorporated herein by reference.

Unaudited Pro Forma Consolidated Financial Information

Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2007

Unaudited Pro Forma Consolidated Statement of Operations for the Six Months Ended June 30, 2008

Unaudited Notes to Pro Forma Consolidated Financial Statements

(c) Shell Company Transactions. Not applicable.

(d) Exhibits. None.

To the Members of
Mill Run LLC

We have audited the accompanying combined statement of revenues and certain operating expenses (the "Summary Statement") of Mill Run LLC ("Mill Run") for the years ended December 31, 2007 and 2006 and for the period May 20, 2005 (date of inception) through December 31, 2005. This Summary Statement is the responsibility of Mill Run's management. Our responsibility is to express an opinion on the Summary Statement based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Summary Statement is free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal controls over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Mill Run's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Summary Statement, assessing the accounting principles used and significant estimates made by management, as well as the overall presentation of the Summary Statement. We believe that our audits provide a reasonable basis for our opinion.

The accompanying Summary Statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in Form 8-K/A of Lightstone Value Plus Real Estate Investment Trust, Inc.) as described in Note 1 to the Summary Statement and is not intended to be a complete presentation of Mill Run's revenues and expenses.

In our opinion, the Summary Statement presents fairly, in all material respects, the combined revenues and certain operating expenses as described in Note 1 to the Summary Statement of Mill Run for the years ended December 31, 2007 and 2006 and for the period May 20, 2005 (date of inception) through December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

/S/Amper, Politziner & Mattia, LLP

AMPER, POLITZINER & MATTIA, LLP

September 9, 2008
Edison, New Jersey

                                  MILL RUN LLC
                       COMBINED STATEMENT OF REVENUES AND
                           CERTAIN OPERATING EXPENSES
 For the Six Months Ended June 30, 2008, the Years ended December 31, 2007 and
                2006, Period of May 20, 2005 (date of inception)
                           through December 31, 2005
--------------------------------------------------------------------------------

                                                                         For the period
                                                                          May 20, 2005
                                                                            (date of
                         Six Months                                        inception)
                       ended June 30,    Year Ended      Year Ended         through
                            2008        December 31,    December 31,      December 31,
                        (Unaudited)         2007            2006              2005
Operating Revenues
Rental Income          $   12,278,470   $  13,208,244   $  11,703,139   $      8,039,073
Tenant
reimbursements              2,891,643       3,054,055       4,352,958          2,365,534
Marketing Income              916,720       1,089,129         816,969            706,489
Other income                  145,668         321,977         174,896             62,419
                           16,232,501      17,673,405      17,047,962         11,173,515

Certain Operating
Expenses
Repairs and
maintenance                 1,532,832       2,706,218       2,049,373          1,113,442
Marketing Expense           1,580,151       1,811,863       1,475,433          1,034,235
Real estate taxes             953,176       1,451,481       1,733,368          1,200,075
Wages and related
expenses                      883,234       1,343,152       1,053,540            698,034
Management fees               758,889         833,951         809,147            399,781
General &
Adminstative                  304,249         536,220          98,584            258,165
Insurance                     297,751         851,596         663,888             82,973
Utilities                     242,878         577,080       1,410,391          1,011,945
                            6,553,160      10,111,561       9,293,724          5,798,650

Revenues in Excess
of Certain
Operating Expenses     $    9,679,341   $   7,561,844   $   7,754,238   $      5,374,865

See accompanying notes to Combined Statement of Revenues and Certain operating expenses

1. ORGANIZATION AND BASIS OF PRESENTATION

Mill Run LLC ("Mill Run") is the beneficial owner of the Prime Outlets Orlando I and Prime Outlets Orlando II retail shopping malls located in Orlando, Florida (the "Mill Run Properties"). Mill Run acquired the Mill Run Properties in 2005, and subsequently renovated and expanded both shopping centers. The two shopping centers, referred to as the Orlando Outlet World and the Orlando Design Center, represent 771,327 and 204,701 total gross leasable area and are currently 89.1% and 60% occupied, respectively. The expanded and redeveloped Orlando Outlet World opened in two phases, and hosted its grand opening in May 2008. Orlando Outlet World currently has 150 tenants as of July 31, 2008, including tenants such as Neiman Marcus Last Call, Saks Fifth Avenue OFF 5TH, Polo Ralph Lauren Factory Store, Kate Spade, and Hugo Boss. Orlando Design Center currently has 28 tenants as of July 31, 2008, which includes Guess, G.H. Bass & Company, Calvin Klein, Reebok and Texas de Brazil.

On June 30, 2008, Lightstone Value Plus Real Estate Investment Trust, Inc (the " Registrant", the "Company") filed a Current Report on Form 8-K with regard to the agreements with certain affiliates of Arbor Realty Trust, Inc. to acquire an aggregate 22.54% membership interest in Mill Run. The Company, through the Operating Partnership, entered into Contribution and Conveyance Agreements dated as of June 26, 2008 between the Operating Partnership and (i) Arbor Mill Run JRM LLC, a Delaware limited liability company ("Arbor JRM") and (ii) Arbor National CJ, LLC, a New York limited liability company ("Arbor CJ"), pursuant to which Arbor JRM and Arbor CJ contributed to the Operating Partnership an aggregate 22.54% membership interest (the "Mill Run Interest") in Mill Run. The Mill Run Interest is a non-managing interest, with consent rights with respect to certain major decisions. An affiliate of The Lightstone Group, the Company's sponsor, is the managing member and majority owner of Mill Run. The acquisition price for the Mill Run Interest was approximately $85 million, $19.6 million of which was in the form of equity and $65.4 million in the form of indebtedness secured by the Mill Run Properties. As the Company has recorded this investment in accordance with the equity method of accounting, the indebtedness is not included in the Company's investment. In connection with this transaction, Lightstone Value Plus REIT LLC, our advisor, received an acquisition fee equal to 2.75% of the acquisition price, or approximately $2.4 million. Closing costs totaled approximately $1.1 million. These costs are included in general and administrative expenses. In exchange for the Mill Run Interest, the Operating Partnership issued (i) 96,000 units of common limited partnership interest in the Operating Partnership ("Common Units") and 18,240 Series A preferred limited partnership units in the Operating Partnership (the "Preferred Units") with an aggregate liquidation preference of $18,240,000 to Arbor JRM and (ii) 2,000 Common Units and 380 Preferred Units with an aggregate liquidation preference of $380,000 to Arbor CJ. The total aggregate value of the Common Units and Preferred Units issued by the Operating Partnership in exchange for the Mill Run Interest was $19,600,000.

In connection with the contribution of the Mill Run Interest, the Company made loans to Arbor JRM and Arbor CJ in the aggregate principal amount of $17.6 million (the "Mill Loans"), which is classified as contra-equity. The Mill Loans are payable semi-annually and shall accrue interest at an annual rate of 4%. The Mill Loans mature on July 1, 2016 and contain customary events of default and default remedies. The Mill Loans require Arbor JRM and Arbor CJ to prepay their respective loans in full upon the redemption of the Preferred Units by the Operating Partnership. The Mill Loans are secured by the Preferred Units and Common Units issued in connection with the acquisition of the Mill Interest.

The accompanying combined statement of revenues and certain operating expenses the ("Summary Statement") has been prepared for the purpose of complying with the provision of Article 3.14 of Regulation S-X promulgated by the Securities and Exchange Commission (the "SEC"), which requires certain information with respect to real estate operations to be included with certain filings with the SEC. The Summary Statement includes the historical revenues and certain operating expenses of the Mill Run Properties, exclusive of items that may not be comparable to the proposed future operations of the Mill Run Properties, such as interest income, mortgage interest expense, depreciation and amortization expense and certain corporate expenses.

2. SIGNIFICANT ACCOUNTING POLICIES

Revenues related to operating leases are recognized on a straight line basis over the lease term. The base rent stated in the statements of revenue and certain operating expenses includes straight-line revenues of $77,804 for the period May 20, 2005 ( date of inception) through December 31, 2005, $14,866 for the year ended December 31, 2006; $426,261 for the year ended December 31, 2007 and $594,588 for the six months ended June 30, 2008.

Tenant Reimbursements

Certain operating expenses incurred in the operation of the property are recoverable from the tenants. The recoverable amounts are based on actual expenses incurred. Expense recoveries are recognized as revenue in the period in which the applicable costs are incurred.

Other Income

Other income consists primarily of interest income from cash holdings, vending and other ancillary revenue sources at the properties.

Use of Estimates

The preparation of the Summary Statement in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during a reporting period. The most significant assumptions and estimates relate to revenue recognition. Actual results could differ from these estimates.

3. OPERATING LEASES

The Mill Run Properties are leased to tenants under long-term operating leases with expiration dates through 2023. Substantially all of the leases provide for annual base rents plus recoveries and escalation charges based upon the tenant's proportionate share of, and/or increases in, real estate taxes and certain operating costs, as defined.

Expected future minimum annual rentals to be received from tenants under non-cancelable operating leases, excluding renewal options, in effect at June 30, 2008, were as follows:

For the six months ending December 31, 2008      $  12,075,369
For the twelve months ending December 31, 2009      24,210,872
For the twelve months ending December 31, 2010      24,108,360
For the twelve months ending December 31, 2011      24,515,731
For the twelve months ending December 31, 2012      24,018,128
Beyond 2012                                         21,899,501

                                                 $ 130,827,961

                          4. RELATED PARTY TRANSACTIONS



An affiliate of The Lightstone Group, the Company's sponsor, is employed to
manage the property and to provide other professional services. Included in the
combined statements of revenues and certain operating expenses are the following
related party & allocated expenses:

                                                                           For the Period
                                            For the Year   For the Year   May 20,2005 (date
                       For the Six Months      Ended          Ended         of inception)
                         Ended June 30,     December 31,   December 31,        through
                        2008 (unaudited)        2007           2006       December 31, 2005
Reimbursements for
wages & related
expenses               $          885,608   $  1,300,668   $  1,040,799   $         577,968
Management fees                   758,889        832,568        809,147             399,781
Reimbursements for
property insurance                244,519        808,383            928                   -
Reimbursements for
marketing costs                    50,167         80,413         52,554              50,529

5. INTERIM UNAUDITED COMBINED STATEMENT OF REVENUES AND CERTAIN OPERATING EXPENSES

The Summary Statement for the six months ended June 30, 2008 is unaudited; however, in the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the statement of revenues and certain operating expenses for this interim period have been included. The results of the interim period are not necessarily indicative of the results to be obtained for a full fiscal year.

Lightstone Value Plus Real Estate Investment Trust, Inc. Unaudited Pro Forma Consolidated Financial Information

On January 4, 2007, 1407 Broadway Real Estate LLC ("Owner"), an indirect, wholly owned subsidiary of 1407 Broadway Mezz II LLC (the "Venture"), consummated the acquisition of a sub-leasehold interest in an office building located at 1407 Broadway, New York, New York (the "Office Property"). The Venture is a joint venture between LVP 1407 Broadway LLC, a wholly owned subsidiary of the Partnership, and Lightstone 1407 Manager LLC, an affiliate of Lightstone Value Plus REIT LLC, our Advisor. The acquisition price for the Office Property was $122 million, exclusive of acquisition-related costs. The Venture funded the acquisition and related closing adjustments through a combination of $26.5 of capital and a $106.0 million advance on a $127.3 million variable rate mortgage loan secured by the Office Property. Our capital investment was approximately $13.0 million (representing a 49% membership interest that will be accounted for using the equity method of accounting), and related acquisition fee paid to our Advisor (approximately $1.6 million), were funded with proceeds from our common stock offering.

On February 1, 2007, we acquired 12 industrial properties and 2 suburban office buildings (the "Sealy Portfolio") located in New Orleans, LA and San Antonio, TX. The acquisition price for the Sealy Portfolio was $63.9 million, exclusive of transaction costs and escrow reserve funding totaling approximately $3.3 million. The acquisition and closing adjustments were funded through a combination of $14.4 million in offering proceeds and approximately $53.0 million in loan proceeds from a fixed rate mortgage loan secured by the Sealy Portfolio.

On June 29, 2007, we acquired a 6.0 acre land parcel in Lake Jackson, Texas for immediate development of a 61,287 square foot power center. The land was purchased for $1.65 million cash and was funded 100% from the proceeds of our offering. Upon completion in January 2008, the center will be occupied by three triple net tenants: Pet Smart, Office Depot and Best Buy.

On November 16, 2007, we acquired five apartment communities (the "Multi Family Properties") located in Tampa, Florida (one property), Charlotte, North Carolina (two properties) and Greensboro, North Carolina (two properties) from Camden Operating, L.P. (the "Seller"). The Seller is not affiliated with the Registrant or its subsidiaries. The Properties, built between 1980 and 1987, are comprised of 1,576 apartment units, in the aggregate, contain a total of 1,124,249 net rentable square feet, and are 94% occupied. The aggregate acquisition price for Properties was approximately $99.3 million, including acquisition-related transaction costs.

Approximately $20.0 million of the acquisition cost was funded with offering proceeds from the sale of our common stock and approximately $79.3 million was funded with a five substantially similar fixed rate loans with Fannie Mae secured by each of the Properties. In connection with the acquisition of the properties, our Advisor received an acquisition fee of 2.75% of the gross contract price for the Properties or approximately $2.65 million

On June 26, 2008, the Company, through the Operating Partnership, entered into Contribution and Conveyance Agreements between the Operating Partnership and (i) Arbor Mill Run JRM LLC, a Delaware limited liability company ("Arbor JRM") and
(ii) Arbor National CJ, LLC, a New York limited liability company ("Arbor CJ"), pursuant to which Arbor JRM and Arbor CJ contributed to the Operating Partnership an aggregate 22.54% membership interest (the "Mill Run Interest") in Mill Run. The Mill Run Interest is a non-managing interest, with consent rights with respect to certain major decisions. The Company's sponsor is the managing member and owns 55% of Mill Run. The acquisition price for the Mill Run Interest was approximately $85 million, $19.6 million of which was in the form of equity and $65.4 million in the form of indebtedness secured by the Mill Run Properties. As the Company has recorded this investment in accordance with the equity method of accounting, the indebtedness is not included in the Company's investment. In connection with this transaction, Lightstone Value Plus REIT LLC, our advisor, received an acquisition fee equal to 2.75% of the acquisition price, or approximately $2.4 million. Closing costs totaled approximately $1.1 million. These costs are included in general and administrative expenses. In exchange for the Mill Run Interest, the Operating Partnership issued (i) 96,000 units of common limited partnership interest in the Operating Partnership ("Common Units") and 18,240 Series A preferred limited partnership units in the Operating Partnership (the "Preferred Units") with an aggregate liquidation preference of $18,240,000 to Arbor JRM and (ii) 2,000 Common Units and 380 Preferred Units with an aggregate liquidation preference of $380,000 to Arbor CJ. The total aggregate value of the Common Units and Preferred Units issued by the Operating Partnership in exchange for the Mill Run Interest was $19,600,000. Mill Run acquired the Mill Run Properties in 2005, and subsequently renovated and expanded both shopping centers. The two shopping centers, referred to as the Orlando Outlet World and the Orlando Design Center, represent 771,327 and 204,701 total gross leasable area and are currently 89.1% and 60% occupied, respectively. The expanded and redeveloped Orlando Outlet World opened in two phases, and hosted its grand opening in May 2008. Orlando Outlet World currently has 150 tenants as of July 31, 2008, including tenants such as Neiman Marcus Last Call, Saks Fifth Avenue OFF 5TH, Polo Ralph Lauren Factory Store, Kate Spade, and Hugo Boss. Orlando Design Center currently has 28 tenants as of July 31, 2008. In connection with the acquisition of the Mill Run Properties our Advisor received an acquisition fee of 2.75% of the gross contract price for the Mill Run Properties or approximately $2.4 million

In connection with the contribution of the Mill Run Interest, the Company made loans to Arbor JRM and Arbor CJ in the aggregate principal amount of $17.6 million (the "Mill Loans"), which is classified as contra-equity. The Mill Loans are payable semi-annually and shall accrue interest at an annual rate of 4%. The Mill Loans mature on July 1, 2016 and contain customary events of default and default remedies. The Mill Loans require Arbor JRM and Arbor CJ to prepay their respective loans in full upon the redemption of the Preferred Units by the Operating Partnership. The Mill Loans are secured by the Preferred Units and Common Units issued in connection with the acquisition of the Mill Interest.

The Company has also made two acquisitions in 2007 which were not considered material acquisitions. The Company has not made any adjustments on a pro forma basis for these two acquisitions, specifically, the acquisition of two hotels in Houston, Texas and one industrial property in Sarasota, Florida.

Lightstone Value Plus Real Estate Investment Trust, Inc. Unaudited Pro Forma Consolidated Statement of Operations For the Year Ended December 31, 2007

The following unaudited Pro Forma Consolidated Statement of Operations is presented as if we had acquired the Mill Run Interest, Multifamily Properties, a 49% interest in the Venture, and the Sealy Portfolio on January 1, 2007. This Pro Forma Consolidated Statement of Operations should be read in conjunction with the historical financial statements and notes thereto as filed in our annual report on Form 10-K for the year ended December 31, 2007, and the financial information and notes thereto of the Mill Run interest for the year ended December 31, 2007 included elsewhere herein. The Pro Forma Consolidated . . .