SecProbe.io

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July 15, 2005

Jeffrey B. Werbitt
Office of Mergers and Acquisitions
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  BellaVista  Capital,  Inc.,  Schedule TO-T filed June 22, 2005 by MacKenzie
     Patterson Fuller, Inc. and its affiliates, the Purchasers
     SEC File No. 5-80316

Dear Mr. Werbitt:

Thank you for your letter dated July 5, 2005 regarding our recent Schedule TO-T.
I will respond to the  questions  you asked in your letter in the order in which
you posed them.

      1.    I am assuming  for the purposes of  responding  to this comment that
            you  meant  that the  Purchasers  (not  "BellaVista")  will  file an
            amendment and to the extent necessary, extend the Expiration Date if
            there is a reduction in price. We confirm our  understanding  that a
            reduction  would  require  dissemination  of  revised  materials  to
            shareholders.

      2.    Financial  statements  of the  purchasers  would  not  add  material
            disclosure to the  available  information.  As disclosed,  the offer
            will be funded through the existing  capital of the  Purchasers.  As
            stated in the offer materials, the purchasers have aggregate capital
            which is more than  adequate to fund the offer.  The specific  facts
            and  circumstances  of this  offer  should be  understood.  Absent a
            tender offer filed under Section 14(d)(1) of the Securities Exchange
            Act, the  Purchasers  would have little or no access to the security
            holders and the holders  would have little or no access to potential
            purchasers.  Because of the lack of liquidity of the securities, the
            uncertainty  as to the  underlying  value of the  securities and the
            issuer's assets,  and the  extraordinary  per share costs of using a
            tender offer as the means for purchasing the  securities,  the offer
            prices  are   substantially   discounted   from  the   estimates  of
            liquidation value of the issuers.  It is therefore  anticipated that
            only  those  securities  holders  who  have an  immediate  need  for
            liquidity will seek to sell their securities. Based on the extensive
            past  experience of both the Purchasers and others who have tendered
            for illiquid securities in similar circumstances,  the Purchasers do
            not  reasonably  expect to receive more than 10% to 25% of the total
            number of securities  sought and will likely  receive  substantially
            less than that. Of course,  the  Purchasers  could have tendered for
            100% and would not have expected any different response,  but such a
            tender  would  have  been   unrealistic.   Accordingly,   while  the
            Purchasers  are  prepared  and able to fund the entire  Offer,  as a
            practical  matter,  the actual funds necessary to complete the Offer
            are  reasonably  expected  to be  substantially  less  than the cash

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July 15, 2005
Page 2 of 3

            reserves held by the  Purchasers.  This Offer is for immediate  cash
            payment  and  no  securities  of  the  bidder  are  to be  used.  No
            evaluation  of  securities  or credit risk is therefore  relevant to
            this  offer.  The bidder  neither  seeks  control,  nor would it, if
            successful in purchasing all securities sought,  gain control of any
            issuer,  so no  evaluation  of the bidders'  financial  condition is
            relevant in that respect. No market exists for the securities and no
            competing  bidder is seeking to purchase the securities,  so no real
            alternative  opportunities  are  available to be evaluated  over the
            period of the offer.  We not only  disclose that we will finance the
            Offer with cash on hand, we also disclose the amount of cash on hand
            that we have to  finance  the Offer as well as the fact that we have
            sufficient  cash on hand to finance  all other  outstanding  offers.
            Lastly,  we are only  tendering for 9.34% of the shares,  so even if
            fully  subscribed,  we would not even approach having any modicum of
            control  over  the   corporation,   so  the  Purchasers'   financial
            statements  would seem to be even more  immaterial  than in an offer
            where a larger position might be obtained.

      3.    The  Schedule  TO  discloses  that "The  Purchasers  currently  have
            sufficient  funded  capital to fund all of their  commitments  under
            this offer and all other tender offers they are  presently  making."
            (See "DO YOU HAVE THE FINANCIAL  RESOURCES TO MAKE PAYMENT?" on page
            5). We do not believe  that the actual  dollar  amount for which the
            Purchasers  may be liable  under the other  offers is  material to a
            unit holder in this Offer,  so long as there is no possibility  that
            the  Purchasers  in this Offer would be unable to purchase  tendered
            units. Furthermore, anyone interested in finding out about the other
            Offers can find that  information  on your EDGAR database or in your
            offices, as disclosed in the Schedule TO.

      4.    See our response to comments 2 and 3.

      5.    We do not  believe  Unit  holders  would ever have to pay such fees.
            This could  only be an issue when a security  can be held in "street
            name" by a brokerage firm. We believe that all of the Shares of this
            company  are held in the name of the  record  holder  (they  are not
            DTC-eligible and do not have a CUSIP number).

      6.    On page 2 our  disclosure  appears to comport with your comment;  we
            confirm our  understanding  that any condition  must be satisfied or
            waived by the Expiration Date and that payment must be made promptly
            upon confirmation of ownership or presentation of certificates after
            the expiration of the Offer.

      7.    The penultimate  sentence of the first paragraph of Section 5 states
            that "The  Purchasers  may also be  required  by  applicable  law to
            disseminate  to  Shareholders  certain  information  concerning  the
            extensions of the Offer and any material changes in the terms of the
            Offer." We confirm that we understand the requirements of Rule 14d-4
            and 6.

      8.    We disclose this potential conflict without being able to state what
            the  conflict  might be because we don't  really know what  conflict
            could arise.  Hence,  we also say because the  Depository's  role is
            administrative  only, any conflict  would be immaterial.  The reason
            for this  disclosure is just to raise the issue that the  Depository
            is not an independent party.

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July 15, 2005
Page 3 of 3

      9.    Please see Schedule I, where the requested  information is provided.
            Shareholders are referred to this Schedule in Section 11.

      10.   You have requested that we  acknowledge,  and we hereby  acknowledge
            (and  we  have  the  authority  to do so on  behalf  of  all  filing
            persons),  that we are  responsible for the adequacy and accuracy of
            the  disclosure in the filings and that 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 that we 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.

Please let me know if you have any questions or further comments.

Very Truly Yours,

Chip Patterson
Senior Vice President and General Counsel
(925) 631-9100 ext.206
(925) 871-4046 (Fax)
chip@mpfi.com

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