SecProbe.io

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Mail Stop 3628

July 5, 2005

By Facsimile: (925) 871-4046 and U.S. Mail

Chip Patterson, Esq.
MacKenzie Patterson Fuller, Inc.
1640 School Street
Moraga, California 94556

Re:  	BellaVista Capital, Inc.
	Schedule TO-T filed on June 22, 2005
	File No. 005-80316

Dear Mr. Patterson:

      We have reviewed the filing listed above and have the
Following comments. All defined terms have the same meaning as in the
offer materials.

      Please understand that the purpose of our review process is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect of our review.  Feel free to call us at the telephone numbers
listed at the end of this letter.

Schedule TO-T

General

1. We note that BellaVista will file an amendment and to the
extent necessary, extend the Expiration Date if there is a reduction
in price resulting from a Company dividend or distribution.  Note
that it is our view that if the offer price is adjusted because of the
amount of the dividend, we view this as a material change in the
terms of the offer that may also require the dissemination of
revised offer materials.  Please confirm your understanding
supplementally.

Item 10. Financial Statements

2. Please tell us why financial statements are not material and
should not be furnished in accordance with Item 10 of Schedule TO
and Item 1010(a) and (b) of Regulation M-A for the offerors, or
Purchasers, in this third-party tender offer.  Please refer to
Instruction 2 of Item 10 of Schedule TO.  We note that the
consideration consists solely of cash and that the offer is not
subject to any financing condition, but the offerors are not
public reporting companies, nor is the offer for all outstanding
securities of the subject class. In this regard, consider whether you
can provide a balance sheet or statement of net worth for individual
Purchasers.

Offer to Purchase
Summary Term Sheet

   Do you Have the Financial Resources to Make the Payment?,
page 5

3. We understand that some of the Purchasers are currently engaged
in other tender offers for which they also have financial
commitments. This fact, including the maximum dollar amounts for
which the Purchasers may be responsible under such offers, should be
prominently disclosed in the offer materials.  Your revised
materials should address the Purchasers` ability to fund all of the
financial commitments associated with this and those other offers.

Is the Financial Condition of the Bidders Relevant to My Decision
On Whether to Tender in the Offer, page 5

4. See comment 3 above.  Given the requirement of Item 10 of
Schedule TO and Item 1010(a) and (b) of Regulation M-A, it appears
that the financial condition, in this offer, may be relevant to the
decision on whether to tender in the offer.  Please revise this
question and answer to comply with our position, as necessary.

Introduction, page 8

5. In this subsection, you state that tendering security holders
will not have to pay brokerage fees or commissions.  Will you
reimburse tendering security holders for any such fees if their shares
of common stock are held and tendered through a broker?  If not,
please revise.

Section 5, page 13

6. We note that you reserve the right, upon the occurrence or
failure to occur of any of the conditions, to delay the acceptance
for payment of, or payment for, any Shares.  Please note that payment
may only be delayed in anticipation of governmental regulatory
approvals, not to effect general legal compliance.  Also, you may not
delay payment while you wait to satisfy an offer condition.  Please
revise the example cited above and elsewhere in the document where
similar disclosure is presented.

7. We refer you to the disclosure that any termination or
amendment will be followed as promptly as practicable by public
announcement. Please reconcile this disclosure with the requirements
of 14d-4(d) which states that a material change in the information
published or sent to security holders should be promptly disseminated
to security holders in a manner reasonably designed to inform security
holders of such change.  See also Rule 14d-6(c).

Section 10, page 16

8. You disclose that the Depository is an affiliate of some of the
Purchasers and there may be some inherent conflicts of interest.
Please revise to summarize the conflicts of interest.

Section 11, page 16

9. We note the statement in Schedule I to the offer to purchase
that
the Purchasers have an "informal agreement" to share the costs
associated with the offer and to allocate any resulting purchases
of shares in a manner to be determined in the future.  Since security
holders who do not tender into the offer or who maintain their
interest in BellaVista due to pro ration may want to know who will
own securities purchased, amend the offer materials to disclose
how purchased Shares will be allocated among the numerous named
bidders. Similarly, indicate each Purchaser`s financial
responsibilities with respect to the offer.  Depending on when this
information is provided, be aware that you may need to extend the offer
and disseminate additional offer materials.

Closing Comment

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require
for an informed decision.  Since the purchasers are in possession of
all facts relating to their disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide, in writing, a statement from each filing person acknowledging
that:

* The filing persons are responsible for the adequacy and accuracy
of the disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the filing persons may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff of
the Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      As appropriate, please amend your documents in response to
these comments.  You may wish to provide us with marked copies of
the amendment, if required, to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please file your cover
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your amendment and responses to our comments.
In addition, depending upon your response to these comments, a
supplement may need to be sent to security holders.

      Please direct any questions to me at (202) 551-3456.  You
may also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code:  20549.

               				Very truly yours,

						Jeffrey B. Werbitt
						Attorney-Advisor
						Office of Merger and Acquisitions

cc:	Christina Simpson
      MacKenzie Patterson Fuller, Inc.
      1640 School Street
      Moraga, California 994556

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