SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             -----------------------

                                 Amendment No. 1
                                       to
                                   SCHEDULE TO
         Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934

                               -------------------

                            BELLAVISTA CAPITAL, INC.
                            (Name of Subject Company)

    MPF-NY 2007, LLC; MPF DEWAAY FUND 3, LLC; MPF INCOME FUND 22, LLC; SUTTER
      OPPORTUNITY FUND 3, LLC; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MPF
     EPLANNING OPPORTUNITY FUND, LP; MPF DEWAAY FUND 5, LLC; MP INCOME FUND
                          16, LLC; MP FALCON FUND, LLC;
                                    (Bidders)

                     SHARES OF LIMITED PARTNERSHIP INTEREST
                         (Title of Class of Securities)

                                 None or unknown
                      (CUSIP Number of Class of Securities)

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                                                 Copy to:
Christine Simpson                                Chip Patterson, Esq.
MacKenzie Patterson Fuller, LP                   MacKenzie Patterson Fuller, LP
1640 School Street                               1640 School Street
Moraga, California 94556                         Moraga, California 94556
(925) 631-9100 ext.224                           (925) 631-9100 ext. 206

                     (Name, Address, and Telephone Number of
                    Person Authorized to Receive Notices and
                       Communications on Behalf of Bidder)

                            Calculation of Filing Fee

                        Transaction              Amount of
                        Valuation*               Filing Fee
                        ----------               ----------

                       $1,687,500                  $51.81

*     For purposes of calculating  the filing fee only.  Assumes the purchase of
      750,000 Shares at a purchase price equal to $2.25 per Share in cash.

|X|   Check box if any part of the fee is offset as provided by Rule  0-11(a)(2)
      and identify the filing with which the offsetting fee was previously paid.
      Identify the previous filing by registration statement number, or the Form
      or Schedule and the date of its filing.

      Amount Previously Paid: $51.81
      Form or Registration Number: SC TO-T
      Filing Party: MacKenzie Patterson Fuller, LP
      Date Filed: June 5, 2007



|_|   Check the box if the filing relates  solely to preliminary  communications
      made before the commencement of a tender offer.

Check the  appropriate  boxes below to designate any  transactions  to which the
statement relates:

|X|   third party tender offer subject to Rule 14d-1.
|_|   issuer tender offer subject to Rule 13e-4.
|_|   going private transaction subject to Rule 13e-3
|_|   amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results
of the tender offer: |X|



                         FINAL AMENDMENT TO TENDER OFFER

This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by
MPF-NY  2007,  LLC;  MPF DeWaay Fund 3, LLC;  MPF Income  Fund 22,  LLC;  Sutter
Opportunity Fund 3, LLC; MacKenzie  Patterson Special Fund 5, LLC; MPF ePlanning
Opportunity  Fund, LP; MPF DeWaay Fund 5, LLC; MP Income Fund 16, LLC; MP Falcon
Fund, LLC; . (collectively the "Purchasers") to purchase up to 750,000 shares of
common stock (the "Shares") in BellaVista Capital, Inc. (the "Partnership"), the
subject company,  at a purchase price equal to $2.25 per Share,  less the amount
of any distributions declared or made with respect to the Shares between June 5,
2007 (the "Offer Date") and July 9, 2007 (the "Expiration Date"), upon the terms
and subject to the  conditions  set forth in the Offer to Purchase dated June 5,
2007 (the "Offer to Purchase") and the related Letter of Transmittal.

The Offer resulted in the tender by  unitholders,  and acceptance for payment by
the Purchasers,  of a total of 18,000 Shares.  Upon completion of the Offer, the
Purchasers   held  an  aggregate  of   approximately   12,492,322   Shares,   or
approximately  7.756%  of  the  total  outstanding  Shares.  These  Shares  were
allocated among the Purchasers as follows:

MPF-NY 2007, LLC - 1,800 Shares;  MPF DeWaay Fund 3, LLC - 8,100 Shares; and MPF
Income Fund 22, LLC - 8,100 Shares.

                                   SIGNATURES

      After due inquiry and to the best of my  knowledge  and belief,  I certify
that the information set forth in this statement is true, complete and correct.

Dated: July 26, 2007

MPF-NY  2007,  LLC;  MPF DeWaay FUND 3, LLC;  MPF INCOME  FUND 22,  LLC;  SUTTER
OPPORTUNITY FUND 3, LLC; MACKENZIE  PATTERSON SPECIAL FUND 5, LLC; MPF EPLANNING
OPPORTUNITY  FUND, LP; MPF DEWAAY FUND 5, LLC; MP INCOME FUND 16, LLC; MP FALCON
FUND, LLC;


By:  /s/ Chip Patterson
     -------------------------
     Chip Patterson, Senior Vice President of Manager or
     General Partner of each filing person