EXHIBIT 20.2
LAW OFFICES OF
DERENTHAL & DANNHAUSER LLP
ONE POST STREET, SUITE 575
SAN FRANCISCO, CALIFORNIA 94104
(415) 981-4844
FACSIMILE: (415) 981-4840
March 16, 2005
To the Board of Directors
BellaVista Capital, Inc.
420 Florence Street, Suite 200
Palo Alto, California 94301
Re: BellaVista Capital, Inc. (the "Company")
Special Meeting of Shareholders, March 14, 2005
To the Board:
As Inspector of Election for the above referenced meeting , I have
reviewed the ballots, the list of the Company's shareholders of record and the
tally of votes cast, in person and by proxy, at the meeting on March 14, 2005.
This letter will summarize the results of the vote.
The only class of the Company's capital stock currently outstanding is
its common stock. A total of 14,991,225 shares of the Company's common stock
were outstanding and eligible to vote as of the record date, March 1, 2005. Of
those outstanding shares, a total of 11,543,936 shares, or approximately 77% of
the total outstanding, were represented, in person or by proxy, at the meeting.
Accordingly, a quorum was present at the meeting.
The meeting was held for the sole purpose of voting on the following
proposal (the "Proposal") made by shareholders Jeff Black and Michael Johnson:
PROPOSAL: That the Corporation cease making new investments, and immediately
reduce its administrative expenses associated with making new investments. The
Board of Directors shall adopt a detailed plan to sell the Company's remaining
assets and distribute cash proceeds to its creditors and shareholders as such
proceeds become available for distribution, after allocating adequate reserves
to meet current and contingent liabilities.
The following table summarizes the votes cast at the meeting, in person
and by proxy, with percentages rounded to the nearest tenth:
- -------------------------- ------------------ ----------------- ---------------
% of Shares % of Shares
- -------------------------- ------------------ ----------------- ---------------
Voting Summary Amount Outstanding Voted
- -------------------------- ------------------ ----------------- ---------------
- -------------------------- ------------------ ----------------- ---------------
For the Proposal 4,425,358 29.5% 38.3%
- -------------------------- ------------------ ----------------- ---------------
Against the Proposal 6,878,202 45.9% 59.6%
- -------------------------- ------------------ ----------------- ---------------
Abstain 240,376 1.6% 2.1%
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- -------------------------- ------------------ ----------------- ---------------
Total voted 11,543,936 77.0%
- -------------------------- ------------------ ----------------- ---------------
Based on the foregoing vote totals, the Proposal achieved neither the
two-thirds majority which the Board represented would cause it to take action
consistent with the Proposal, nor the majority of a quorum required under the
Company's bylaws for the approval of a shareholder resolution.
Respectfully submitted,
/s/ PAUL J. DERENTHAL
Paul J. Derenthal, as Inspector of Election