content: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  
           Date of Report (Date of earliest event reported): May 22, 2006
                                                             ------------
  
                              BellaVista Capital, Inc.
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
             Maryland               0-30507                        94-3324992
  --------------------------------------------------------------------------------
  (State or other jurisdiction    (Commission                    (IRS Employer
        of incorporation)         File Number)                 Identification No.)
  
  
                 420 Florence Street, Suite 200, Palo Alto, CA 94301
  --------------------------------------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
  
         Registrant's telephone number, including area code: (650) 328-3060
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                                         N/A
      -------------------------------------------------------------------------
            (Former name or former address, if changed since last report)
  
  
  
  <PAGE>
  
  
  Item 1.01  Entry into a Material Definitive Agreement.
  
  On May 22, 2006, the registrant entered into a 2006 Compensation Agreement with
  each of Michael Rider, the registrant's Chief Executive Officer, Chief Financial
  Officer and a member of its Board of Directors, and Eric Hanke, the registrant's
  Vice President, Business Development.
  
  Mr. Rider's agreement provides for base salary of $250,000 per annum. It
  provides for an annual bonus of up to $50,000 which is scaled and contingent
  based on performance criteria, including (i) scaled increases in a measure of
  the registrant's net realizable value of its assets during the calendar year
  2006, (ii) achieving goals in control of operating expenditures, and (iii)
  liquidating the company's REO portfolio; plus an additional bonus of up to
  $25,000 in the sole discretion of the Board in the event all performance targets
  are exceeded. The agreement also provides for deferred compensation, in the form
  of up to 70,588 shares of the registrant's common stock, to be granted based on
  increases in a measure of the registrant's net realizable value of its assets
  over the three calendar year period ending December 31, 2008. All or a portion
  of the shares will vest on that date in an amount scaled and determined
  according to benchmark values, with all of the shares vesting if the
  registrant's net realizable value of its assets, as calculated for purposes of
  its periodic reports, has increased to $6.12 per share at that date. If such
  value is in excess of $6.12 per share at that date, then additional shares may
  be granted in the discretion of the Board. The agreement also provides for
  determination of these bonus compensation items upon termination of Mr. Rider's
  employment by the registrant with cause, termination without cause or voluntary
  termination by Mr. Rider.
  
  Mr. Hanke's agreement provides for base salary of $150,000 per annum. It
  provides for an annual bonus of up to $50,000 which is scaled and contingent
  based on performance criteria, including (i) scaled increases in a measure of
  the registrant's net realizable value of its assets during the calendar year
  2006, (ii) achieving goals in control of operating expenditures, and (iii) and
  assessment of management of the registrant's loan portfolio during the year. The
  agreement also provides for deferred compensation, in the form of up to 70,588
  shares of the registrant's common stock to be granted based on increases in a
  measure of the registrant's net realizable value of its assets over the three
  calendar year period ending December 31, 2008. All or a portion of the shares
  will vest on that date in an amount scaled and determined according to benchmark
  values, with all of the shares vesting if the registrant's net realizable value
  of its assets, as calculated for purposes of its periodic reports, has increased
  to $6.12 per share at that date. If such value is in excess of $6.12 per share
  at that date, then additional shares may be granted in the discretion of the
  Board. The agreement also provides for determination of these bonus compensation
  items upon termination of Mr. Hanke's employment by the registrant with cause,
  termination without cause or voluntary termination by Mr. Hanke.
  
  
                                         1
  <PAGE>
  
  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  Dated:   May 22, 2006        BellaVista Capital, Inc.
  
  
  
                                   By:      /s/ MICHAEL RIDER
                                            --------------------------------
                                            Michael Rider, Chief Executive Officer
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
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metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "bellavista8k.txt", "description": "CURRENT REPORT", "secsgml_size_bytes": 5324}]
metadata_filer: {"company-data": {"conformed-name": "BELLAVISTA CAPITAL INC", "cik": "0001086670", "assigned-sic": "6798", "irs-number": "943324992", "state-of-incorporation": "MD", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-30507", "film-number": "06858125"}, "business-address": {"street1": "420 FLORENCE STREET, SUITE 200", "city": "PALO ALTO", "state": "CA", "zip": "94301", "phone": "6503283060"}, "mail-address": {"street1": "420 FLORENCE STREET, SUITE 200", "city": "PALO ALTO", "state": "CA", "zip": "94301"}, "former-company": {"former-conformed-name": "PRIMECORE MORTGAGE TRUST INC", "date-changed": "20000425"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
           Date of Report (Date of earliest event reported): May 22, 2006
                                                             ------------
  
                              BellaVista Capital, Inc.
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
             Maryland               0-30507                        94-3324992
  --------------------------------------------------------------------------------
  (State or other jurisdiction    (Commission                    (IRS Employer
        of incorporation)         File Number)                 Identification No.)
  
                 420 Florence Street, Suite 200, Palo Alto, CA 94301
  --------------------------------------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
         Registrant's telephone number, including area code: (650) 328-3060
                                                             --------------
  
                                         N/A
      -------------------------------------------------------------------------
            (Former name or former address, if changed since last report)
  Item 1.01  Entry into a Material Definitive Agreement.
  
  On May 22, 2006, the registrant entered into a 2006 Compensation Agreement with
  each of Michael Rider, the registrant's Chief Executive Officer, Chief Financial
  Officer and a member of its Board of Directors, and Eric Hanke, the registrant's
  Vice President, Business Development.
  
  Mr. Rider's agreement provides for base salary of $250,000 per annum. It
  provides for an annual bonus of up to $50,000 which is scaled and contingent
  based on performance criteria, including (i) scaled increases in a measure of
  the registrant's net realizable value of its assets during the calendar year
  2006, (ii) achieving goals in control of operating expenditures, and (iii)
  liquidating the company's REO portfolio; plus an additional bonus of up to
  $25,000 in the sole discretion of the Board in the event all performance targets
  are exceeded. The agreement also provides for deferred compensation, in the form
  of up to 70,588 shares of the registrant's common stock, to be granted based on
  increases in a measure of the registrant's net realizable value of its assets
  over the three calendar year period ending December 31, 2008. All or a portion
  of the shares will vest on that date in an amount scaled and determined
  according to benchmark values, with all of the shares vesting if the
  registrant's net realizable value of its assets, as calculated for purposes of
  its periodic reports, has increased to $6.12 per share at that date. If such
  value is in excess of $6.12 per share at that date, then additional shares may
  be granted in the discretion of the Board. The agreement also provides for
  determination of these bonus compensation items upon termination of Mr. Rider's
  employment by the registrant with cause, termination without cause or voluntary
  termination by Mr. Rider.
  
  Mr. Hanke's agreement provides for base salary of $150,000 per annum. It
  provides for an annual bonus of up to $50,000 which is scaled and contingent
  based on performance criteria, including (i) scaled increases in a measure of
  the registrant's net realizable value of its assets during the calendar year
  2006, (ii) achieving goals in control of operating expenditures, and (iii) and
  assessment of management of the registrant's loan portfolio during the year. The
  agreement also provides for deferred compensation, in the form of up to 70,588
  shares of the registrant's common stock to be granted based on increases in a
  measure of the registrant's net realizable value of its assets over the three
  calendar year period ending December 31, 2008. All or a portion of the shares
  will vest on that date in an amount scaled and determined according to benchmark
  values, with all of the shares vesting if the registrant's net realizable value
  of its assets, as calculated for purposes of its periodic reports, has increased
  to $6.12 per share at that date. If such value is in excess of $6.12 per share
  at that date, then additional shares may be granted in the discretion of the
  Board. The agreement also provides for determination of these bonus compensation
  items upon termination of Mr. Hanke's employment by the registrant with cause,
  termination without cause or voluntary termination by Mr. Hanke.
  
                                         1
  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  Dated:   May 22, 2006        BellaVista Capital, Inc.
  
                                   By:      /s/ MICHAEL RIDER
                                            --------------------------------
                                            Michael Rider, Chief Executive Officer
  
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