BellaVista Capital, Inc.
15700 Winchester Blvd.
Los Gatos, CA 95030
July 10, 2009
BY EDGAR AND OVERNIGHT
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David L. Orlic, Esq.
Attorney-Advisor
Office of Mergers and Acquisitions
Division of Corporation Finance
Securities and Exchange Commission
Washington, D.C. 20549
Facsimile: 202-772-9203
Re: BellaVista Capital, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed on June 18, 2009
File No. 000-30507
Dear Mr. Orlic:
I am writing in response to your letter dated June 26, 2009 regarding the
above-referenced registrant (the "Company"). Responses to the comments included
in your letter are numbered to correspond to the numbered comments in your
letter. References to the "Proxy Statement" below are to the amended Preliminary
Proxy Statement filed concurrently with this letter.
Proxy Statement
1. See corrected header tag on the revision to the Proxy Statement. The
definitive proxy statement will also have the correct header tag.
2. See the revision to the Proxy Statement.
3. See the revision to the Proxy Statement. The Schedule 14A Items 7 and
8 information are included. Such information was omitted because the
Company has not and will not nominate any candidates. However, we
understand the Staff's position and have included all information
required concerning the directors and officers.
4. We confirm that we have included in the Proxy Statement all
information required by Item 5 of Schedule 14A.
David L. Orlic, Esq.
July 10, 2009
Page 2
Form of Proxy
5. See the revised form of proxy card included in the Proxy Statement. We
understand that the rule appears to require that the "abstain" option
be included in forms of proxy in all cases for all proposals. However,
we noted that the form of proxy in the MacKenzie Patterson Fuller LP
definitive materials, as well as the form mailed with their subsequent
additional soliciting materials, does not include any such "abstain"
option. The Company's proxy was therefore modeled after the MPF proxy
with the understanding that the Staff had somehow interpreted the rule
to permit such a form of proxy under the circumstances of this
contest. The Company believes that proxy forms with substantially the
same format and content should be used by both parties to a contest in
order to avoid confusing shareholders or otherwise affecting the
shareholders' perceptions or votes. As the Company is being compelled,
as required under the rules, to use a different and more complicated
form of proxy, we believe that any proxy solicited and received by MPF
in the improper form, and submitted to vote shares, may be an invalid
proxy in violation of applicable Commission rules.
*****
In connection with the foregoing, the Company hereby acknowledges that:
- The Company is responsible for the adequacy and accuracy of the
disclosures in its filings;
- Staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with respect to the filing; and
- The Company 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.
If you have any further questions or comments, please contact me at (408)
396-3971, or contact our counsel, Paul Derenthal, at (510) 350-3070.
Very truly yours,
/s/ WILLIAM OFFENBERG
William Offenberg
Chief Executive Officer
cc: Paul J. Derenthal, Esq.
Facsimile: 510-834-8309