UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-KSB





(Mark
      One)





x
      ANNUAL REPORT PURSUANT
      TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For
      the
      fiscal year ended December 31, 2006





o
      TRANSITION REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
      the
      transition period from __________________ to ____________________.




Commission
      file number: 333-139564





Best
      Care, Inc.


(Name
      of
      small business issuer in its charter)





Nevada
              (State
                or other jurisdiction of incorporation or organization)
            20-5659065
              (I.R.S.
                Employer Identification No.)





811
      Chicago Avenue, Suite 803, Evanston, Illinois 60022


(Address
      of principal executive offices) (Zip Code)





Issuer’s
      telephone number: (847) 224-6999





Securities
      registered under Section 12(b) of the Exchange Act: None





Securities
      registered under Section 12(g) of the Exchange Act:





Common
      Stock, $0.001 par value


(Title
      of
      class)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.


Yes
o
      No x





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes
x
      No o





The
      issuer’s revenues for its most recent fiscal year were $0.





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the average bid and ask price of such
      common equity as of March 23, 2007 was: $937,500.





The
      number of shares of the issuer’s common stock issued and outstanding as of March
      29, 2007 was 4,250,000.





Documents
      Incorporated By Reference: None





Transitional
      Small Business Issuer Disclosure Format (check one): Yes o No x










**TABLE
      OF CONTENTS**




**Page****PART
                I**Item
                1.
            Description
                of business
            3Item
                2.
            Description
                of property
            21Item
                3.
            Legal
                proceedings
            21Item
                4.
            Submission
                of matters to a vote of security holders
            21**PART
                II**Item
                5.
            Market
                for common equity and related stockholder matters
            21Item
                6.
            Management’s
                discussion and analysis or plan of operation
            22Item
                7.
            Financial
                statements
            F-1Item
                8.
            Changes
                in and disagreements with accountants on accounting and financial
                disclosure
            26Item
                8a.
            Controls
                and procedures
            26Item
                8b.
            Other
                information
            26**PART
                III**Item
                9.
            Directors,
                executive officers, promoters and control persons; compliance with
                section
                16(a) of the exchange act
            26Item
                10.
            Executive
                compensation
            28Item
                11.
            Security
                ownership of certain beneficial owners and management
            30Item
                12.
            Certain
                relationships and related transactions
            31Item
                13.
            Exhibits
            32Item
                14.
            Principal
                accountant fees and services
            33SIGNATURES
            
            34CERTIFICATIONS




2




**PART
      I**





**Item
      1. Description of Business** .





As
      used
      in this annual report, references to “Best Care”, the "Company," "we," “our” or
      "us" refer to Best Care, Inc., unless the context otherwise
      indicates.





**Forward-Looking
      Statements**





This
      annual report contains forward-looking statements which relate to future events
      or our future financial performance. In some cases, such forward-looking
      statements may be identified by terminology such as “may”, “should”, “expects”,
“plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or
“continue” or the negative of these terms or other comparable terminology. These
      statements are only predictions and involve known and unknown risks,
      uncertainties and other factors, including the risks in the section entitled
      “Risk Factors,” that may cause our or our industry’s actual results, levels of
      activity, performance or achievements to be materially different from any future
      results, levels of activity, performance or achievements expressed or implied
      by
      these forward-looking statements.





While
      these forward-looking statements, and any assumptions upon which they are based,
      are made in good faith and reflect our current judgment regarding the direction
      of our business, actual results will almost always vary, sometimes materially,
      from any estimates, predictions, projections, assumptions or other future
      performance suggested herein. Except as required by applicable law, including
      the securities laws of the United States, we do not intend to update any of
      the
      forward-looking statements to conform these statements to actual results.





**Corporate
      Background**





Best
      Care, Inc. was incorporated under the laws of the State of Nevada on October
      3,
      2006. We hope to establish specialist residential facilities for the care of
      Alzheimer’s patients. We intend to offer consistency of care in an intimate
      home-like setting, designed to meet the needs of our patients, while maximizing
      occupancy levels and revenues. We have not generated any revenue to date and
      are
      a development stage company. We currently have no employees other than our
      corporate officers.





**Our
      Business**





We
      are
      focused on becoming involved in the long-term care and related services
      industry. Our goal is to establish a Specialized Alzheimer's Residential Care
      Unit and operate it successfully in terms of providing the finest available
      care
      for Alzheimer’s patients, while maximizing occupancy levels and revenues. The
      successful operation of the first Best Care Unit will be the model for
      additional Units which will be established either by the Company itself or
      in
      cooperation with business partners, possibly through branded franchising.





3




**Industry
      Background**





Alzheimer's
      disease is the most common form of dementia among older people. It involves
      the
      parts of the brain that control thought, memory, and language and consequently
      seriously affects a person's ability to carry out daily activities. The causes
      of Alzheimer's disease are unknown and there is no cure.




According
      to the Alzheimer's Association, there are over 4 million people suffering from
      Alzheimer's disease in the United States. (Alzheimers Association. *Alzheimers
      Statistics 2006.* Washington, D.C.: Alzheimers Associates, 2006).




With
      people generally living longer, Alzheimer's disease is becoming more and more
      common. Age is the most important known risk factor. The number of people with
      the disease doubles every 5 years beyond age 65. About 3% of men and women
      ages
      65 to 74 have Alzheimer's disease, and nearly 50% of those age 85 and older
      may
      have the disease. ( Alzheimers
      Association. *Alzheimers
      Statistics 2006.* Washington, D.C.: Alzheimers Associates, 2006).




The
      disease is progressive. Starting from forgetfulness, sufferers may be unable
      to
      carry out even the simplest of daily tasks. They begin to have problems
      speaking, understanding, reading, or writing. Later on, people with Alzheimer's
      disease may become anxious or aggressive, or wander away from home. Eventually,
      patients need total care, becoming unable to walk, talk or eat, and in serious
      danger of harming themselves.




It
      is
      estimated that by the middle of this century more than 14 million people in
      the
      United States will have Alzheimer's disease. (Alzheimers Association. *Alzheimer's
      Disease and Chronic Health Conditions: The Real Challenge* .
      Washington, D.C.: Alzheimers Associates, 2006). The following c ritical
      key statistics, according to the Alzheimer's Association, underline the
      importance of the disease and its impact.




(a)
            The
                number of Americans with Alzheimer’s has more than doubled since
                1980.


(b)
            The
                number of Americans with Alzheimer’s disease will continue to grow - by
                2050 the number of individuals with Alzheimer’s could range from 11.3
                million to 16 million.


(c)
            Finding
                a treatment that could delay onset by five years could reduce the
                number
                of individuals with Alzheimer’s disease by nearly 50 percent after 50
                years.


(d)
            In
                a Gallup poll commissioned by the Alzheimer’s Association, 1 in 10
                Americans said that they had a family member with Alzheimer’s and 1 in 3
                knew someone with the disease.


(e)
            Increasing
                age is the greatest risk factor for Alzheimer’s. One in 10 individuals
                over 65 and nearly half of those over 85 are affected. Rare, inherited
                forms of Alzheimer’s disease can strike individuals as early as their 30s
                and 40s.


(f)
            A
                person with Alzheimer’s disease will live an average of eight years and as
                many as 20 years or more from the onset of symptoms as estimated
                by
                relatives. From the time of diagnosis, people with Alzheimer's disease
                survive about half as long as those of similar age without dementia.
                Average survival time is affected by age at diagnosis and severity
                of
                other medical conditions.


(g)
            National
                direct and indirect annual costs of caring for individuals with
                Alzheimer’s disease are at least $100 billion, according to estimates used
                by the Alzheimer’s Association and the National Institute on
                Aging.






4




(h)
            Alzheimer’s
                disease costs American business $61 billion a year, according to
                a report
                commissioned by the Alzheimer’s Association. Of that figure, $24.6 billion
                covers Alzheimer health care and $36.5 billion covers costs related
                to
                caregivers of individuals with Alzheimer’s, including lost productivity,
                absenteeism and worker replacement.


(i)
            More
                than 7 out of 10 people with Alzheimer’s disease live at home, where
                almost 75 percent of their care is provided by family and friends.
                The
                remainder is “paid’ care costing an average of $19,000 per year. Families
                pay almost all of that out of
                pocket.


(j)
            The
                average lifetime cost of care for an individual with Alzheimer’s is
                $174,000.


(k)
            Medicare
                costs for beneficiaries with Alzheimer’s are expected to increase 75
                percent, from $91 billion in 2005 to $160 billion in 2010; Medicaid
                expenditures on residential dementia care will increase 14 percent,
                from
                $21 billion in 2005 to $24 billion in 2010, according to a report
                commissioned by the Alzheimer’s
                Association.


(l)
            The
                federal government estimates spending approximately $647 million
                for
                Alzheimer’s disease research in fiscal year 2005.





(Alzheimers
      Association. *Alzheimers
      Statistics 2006* .
      Washington, D.C.: Alzheimers Associates, 2006).




According
      to the Alzheimer's Association, half of all nursing home residents have
      Alzheimer's disease or a related disorder and the average cost for nursing
      home
      care is $42,000 per year but can exceed $70,000 per year in some areas of the
      country. (Alzheimers Association. *Alzheimers
      Statistics 2006.* Washington, D.C.: Alzheimers Associates, 2006).





*Residential
      Care*





Conventionally,
      the most options for residential care for Alzheimer's patients are not
      necessarily designed specifically to meet the care needs of Alzheimer
      patients:




a)
            Nursing
                homes - provide room and board with 24-hour skilled care for elderly
                people. The care is provided by a licensed nurse, a staff of nurse's
                aides
                and activities are organized by an Activity Director. The nursing
                home is
                usually viewed as a long-term option for older people and its services
                range from general care to bed-ridden hospitalization units. Some
                nursing
                homes have specialized units for problematic residents. In addition
                there
                exist a limited number of nursing homes with Alzheimer's Special
                Care
                Units which are designed so that the environment, activities, philosophy
                of care and staff training revolve around the special needs of people
                with
                Alzheimer’s.




b)
            Assisted
                living - suited to people needing personal care and general guidance,
                but
                not specialized medical care. They are best for those who have moderate
                functional impairment but who can still engage in such tasks as feeding
                themselves and getting in and out of chairs. Occasionally Alzheimer’s
                sufferers may find themselves in this type of facility, albeit at
                the
                early stages of the disease. It is of the utmost importance that
                Alzheimer’s patients have the proper care and therapy as this can delay
                the progression of the disease.




5




c)
            Retirement
                housing - also known as senior apartments or senior living, provide
                housing only. Residents usually have their own apartment or private
                room
                with kitchen. Only suitable for people who can care for themselves
                independently and live alone safely but are unable to manage an entire
                house.




d)
            Special
                Care Units within existing Long-term Care Facilities - these SCU's
                are
                segregated quarters, from the rest of the general population of the
                facility. Often times problematic patients and patients with other
                dementia's are placed in these units. The staff of these units is
                not
                adequately trained to deal with the Alzheimer’s patients as staff revolve
                between the general population and these units.




*Solution*




Alzheimer’s
      Special Care Units (SCUs) - are designed to meet the specific needs of
      individuals with Alzheimer's disease. These Alzheimer’s SCUs can take many forms
      and usually exist within various types of residential care facilities.. Such
      Units most often are cluster settings in which persons with dementia are grouped
      together on a floor or a unit within a larger residential care facility.
      Ideally, these units are on the ground floor and offer the residents an outside,
      gated, garden and walking path.




The
      growth of Alzheimer Special Care Units in nursing homes and assisted living
      facilities is creating both new opportunities and new risks for people with
      dementia. According to the Alzheimer's Association, nearly 60 percent of nursing
      home residents have Alzheimer's or another dementia. Special care dementia
      units
      now represent one of the fastest growing parts of the nursing home business.




Although
      it is encouraging that providers are trying to meet the needs of those with
      Alzheimer's, questions continue about whether these units are designed and
      staffed for dementia care or are simply a marketing device. Some fear they
      may
      be little more than a convenient way to segregate residents who are disruptive
      or otherwise discomfiting to other residents and staff, without addressing
      the
      underlying needs that give rise to such behaviors.




Our
      Founders believe that Alzheimer Special Care Units can provide better care
      environments for persons with dementia. The key components are trained staff
      and
      stable staffing assignments, tailored programs and activities and more
      appropriate use of designed space.




The
      general lack of specialist Alzheimer’s Units means that Alzheimer patients are
      frequently cared for in the same location as other elderly people. This leads
      to
      frustration and friction between patients. Supervision is insufficient,
      communication becomes stressed and the Alzheimer's patients do not receive
      the
      exact care they need. This causes distress to all parties, including the
      Alzheimer’s patient, the residents' family members- who do not feel comfortable
      that their loved one is satisfied, facility staff-who find it difficult to
      care
      for the Alzheimer's patients, and other residents- who may either harm the
      patient or be harmed by the patient because of both party's frustration and
      miscommunication.




6




The
      consensus among professionals is that Alzheimer's patients are best cared for
      in
      a separate environment, designed specifically with their needs in mind. The
      important factors include:




a)
            Safety
                - Units should be designed to prevent patients with advanced Alzheimer's
                from wandering. Staff should keep dangerous substances such as cleaning
                products and medications out of reach from residents, since they
                could be
                swallowed. Furniture should be bolded, edges should be rounded, and
                items
                on the walls should be fastened.




b)
            Layout
                - physical design of the facility should be uncluttered and well
                lit to
                reduce confusion. Toilets should be easy to find. Distances between
                bedrooms and activity rooms also should be short to reduce the chances
                that residents get lost.




c)
            Design
                - colors and objects within the facility should be appropriate for
                Alzheimer's sufferers. For example, harsh contrasts or patterns in
                colors
                have a negative affect on sufferers. To an Alzheimer's patient, a
                dark
                stripe can be interpreted as a message possibly suggesting "barrier"
                and
                the person can become confused with looking at it. Since Alzheimer’s
                sufferers typically can recall past events in their life, it is important
                that the Unit use items, materials, and pictures that can assist
                residents
                in remembering their past.




d)
            Staff
                - should be specially trained to care for Alzheimer's patients and
                should
                participate in continuing education classes. Good activities for
                residents
                with moderate stages of the disease include music, therapeutic exercise
                and art projects.




e)
            Specialty
                Physicians - facilities should also provide access to specialty physicians
                including neurologists, geriatricians, psychiatrists and pharmacists
                who
                understand the care and treatment of Alzheimer's
                disease.




**The
      Best Care Model**




Our
      founder, Haim Perlstein, has over 30 years experience in establishing and
      managing care homes for the elderly. As a result of his knowledge of the
      industry, he fully understands the need for a comprehensive approach to the
      care
      of Alzheimer's patients, taking account not only of their healthcare and
      physical needs, but also providing the optimum psychological and mental support
      and care. Mr. Perlstein, an industry veteran, has gained unmatched knowledge
      on
      caring for Alzheimer's patients and the need to provide an environment which
      caters to their specific needs.




Our
      Units
      will be focused on providing care for Alzheimer's patients only. We aim to
      provide Specialist Care Units (SCU's) which offer consistency of care in an
      intimate home-like setting, designed to meet the needs of the patients in terms
      of:




a)
            a
                comfortable environment, based on the nature of the disease and the
                effects it has on sufferers;




b)
            quality
                and well balanced dietary program;




7




c)
            optimum
                staffing and medical expertise. All the staff will have specific
                experience and qualification in caring for Alzheimer's
                patients;




d)
            maintaining
                family involvement and contact with patients by providing an
                infrastructure where family members can continue to share in the
                caring
                process;




e)
            specialized
                equipment and furniture, designed specifically to meet the needs
                of the
                Alzheimer's patients; and




f)
            security
                to ensure the safety of the patients, protecting them from both self
                inflicted and other injuries and wandering off.




*Design
      & Layout*





The
      environment, activities and assistance at the Best Care Alzheimer's Special
      Care
      Unit (SCU) will focus on maintaining each resident's health, happiness and
      freedom of movement within the secured living area. The importance of the design
      and layout is to offer a space that is specifically designed to meet the needs
      of our residents.




It
      has
      been proven that regular residential care homes, often multi-story and
      accommodating several hundred patients on the same site, are not appropriate
      for
      Alzheimer's patients. Therefore, the Best Care Unit will create a friendly
      home-like atmosphere, quiet and without the busy atmosphere of large homes,
      which frighten and confuse many patients. The Unit will be located on the ground
      floor of an existing residential care facility, allowing access to a closed
      courtyard for our residents. The space will be designed to maintain full
      visibility of the public areas by the staff, at all times. The residents' rooms
      will be located on both sides of the hallway, with the nurse's stations in
      the
      middle of the hallway.




The
      approach is to build home-like Units with rooms for 36 patients. The total
      built
      area of each Unit would be 5,000 square feet. The relatively small number of
      residents will minimize the feeling of institutionalization.




The
      design will feature objects and materials that patients can relate to. Typically
      Alzheimer's sufferers like to touch and feel their surrounding. The hallways
      will be lined with objects that will accommodate this type of behavior. Within
      the Unit all furniture will be secured to the floor, and edges of tables will
      be
      rounded to avoid physical harm to parties. In addition, there will be visual
      cues which add ambiance and can help a patient remain independent longer. For
      example, a photo of children eating might signal "dinner" or a photo of a
      resident’s loved one or a pet might signal "home".




The
      artwork on the walls will be carefully selected to allow the residents to
      identify with familiar scenes and images.




8




Research
      has demonstrated that most falls of people with Alzheimer’s diseases occur in a
      the bathroom. Consequently, the bathrooms will be designed to accommodate a
      caregiver to assist with bathing and toileting for maximum safety. Some patients
      will have individual rooms with en-suite bathroom, wardrobes, TV and other
      luxury furniture. There will be space for them to bring personal items from
      home.




The
      facility will be pleasantly decorated, reinforcing the home-like feel, building
      familiarity and comfort. The Unit will have its own dining room and lounge.
      In
      addition, in order to make family visits more pleasurable and home-like to
      family members we have decided to design private dining room accommodations,
      which allow maximum privacy to be maintained. In order to prevent any patients
      from leaving the facility, we will fit the facility with a wandering alarm
      system, secure fenced yards and state of the art life safety
      equipment.




*Family
      Involvement*





Maintaining
      family involvement will be a key feature of Best Care philosophy. The founders
      recognize that the decision to move a loved one to a specialist nursing unit
      is
      difficult for all parties. The idea is to maintain continuity, so although
      the
      family no longer provides 24 hour care, they remain fully involved in the life
      of the patient. Consequently, family members will be integrated into the care
      regime and the unit will provide facilities, including private dining rooms
      or
      lounges, to allow some privacy and continuity of family life.




*Social
      Activities*





All
      social activities at Best Care will be planned specifically to meet the needs
      of
      Alzheimer's patients.





The
      Unit
      will provide appropriate recreational activities, under the direction of the
      staff Director of Activities, who will plan the program, taking into
      consideration the needs and/or interests of the residents making the facility
      their home and provide the opportunity and encouragement to pursue those needs
      and interests. The Director of Activities will provide an opportunity for the
      residents to be involved in meaningful activities and
      socialization.





Best
      Care
      residents will be encouraged to choose their own activities. Those who are
      not
      able to participate in decision making process will be directed towards
      activities that fit their abilities. Alzheimer's patients must continue to
      do
      both physical and cognitive exercise. Because most Alzheimer's sufferers are
      able to remember events in their past more than current events the activities
      will involve group singing and arts and crafts, picture sharing etc. The
      Director of Activities will trained in planning activities for sufferers of
      Alzheimer’s.





The
      emphasis will be on providing activities which challenge and stimulate the
      patient.





The
      Best
      Care Activity program will include some or all of the following:




a)
            Art
                - such as modeling clay, water colors, freehand drawing, tracing
                and
                collage from magazines;




9




b)
            Crafts
                - decorated tee-shirts, decorate bird houses, make holiday seasonal
                decorations, refrigerator magnets, flower pots, decorate aprons.




c)
            Games
                - bingo, board games, puzzles, dominoes, checkers, cards and so
                on;




d)
            Gardening
                - root from cuttings/seeds, transplant, bonsai trees or other miniatures,
                make scrap books with dried wild
                flowers.




e)
            Music
                DVDs - tapes/CD’s, videos/DVDs, sing-a-long, choir-hymns, drums or any
                musical instrument;




f)
            Food
                - cookies, cakes, microwave baking, instant pudding, frozen deserts,
                "mud": chocolate pudding and cookie in clean clay flower pot and
                stick
                plastic flower on top.




*Staffing*





Alzheimer
      patients require higher levels of nursing care than the average care facility
      patient. They often suffer from an increasing level of disability and require
      greater supervision in order to monitor their location and avoid distress both
      to themselves and their family. Our Staff will be specially trained in Alzheimer
      patient care and will be required to take part in continuing education classes
      in addition to rigorous training.





Our
      staff
      will be experienced in Validation Training, which is a tested model of practice
      that helps old, disoriented people to reduce stress and enhance dignity and
      happiness. According to this teaching method, in old age, people can survive
      through hind-sight. When eyes fail, they see with the mind's eye. When hearing
      fails, they hear sounds from the past. They see childhood scenes when recent
      memory and friends die. They return to the past to relive the good times and
      resolve the bad times in this final struggle to find peace. Validation helps
      them win this struggle.





**Principal
      Markets and Marketing Strategy**




The
      Best
      Care Units will only accommodate Alzheimer's patients. This fact will place
      it
      as the residence of choice for families with a loved one suffering from the
      Alzheimer disease and considering the move to residential care.




The
      specialist Units operated by Best Care will be positioned as up-market,
      targeting families with adequate financial means who have previously been caring
      for the Alzheimer's patients at home, non-specialist residential facilities,
      or
      in upscale nursing homes or SCU's.




An
      active
      promotional campaign will be maintained in order to ensure high market
      visibility and a constant flow of new enquiries, so that maximum occupancy
      of
      the Units is maintained.




10




Our
      marketing strategy is to promote our services and attract patients to our Units.
      An essential part of our marketing initiative will be building bridges with
      families who are caring for Alzheimer patients at homes within a certain radius
      of the facility. Best Care will provide these families with advice and support,
      without charge, helping them to improve the care they can provide. The service
      may also include inviting such families and the patient to visit the facility
      and participate in certain treatment and activities on an outpatient
      basis.




We
      will
      focus our marketing efforts predominantly at the local level. We believe that
      residents selecting a long-term care facility are strongly influenced by
      word-of-mouth and referrals from physicians, hospital discharge planners,
      community leaders, neighbors and family members. Each facility will have a
      Community Counselor/Social Worker. Each Community Counselor/Social Worker is,
      therefore, a key element of our marketing strategy. Each Counselor will be
      responsible for developing relationships with potential referral sources. Once
      we open several Units, each Counselor will be supported by a regional team
      of
      marketing personnel who will establish the overall marketing strategy and
      provide marketing direction with training and community specific promotional
      materials. Our goal is to be the provider of choice for the care Alzheimer’s
      patients in the communities we will serve.





**Competition**





There
      are
      several Alzheimer Special Care Units. In Illinois alone, there are over 95
      licensed care facilities with Dementia Special Care Units. Facilities such
      as
      nursing homes, retirement villages, and hospitals which have Dementia Special
      Care Units are currently the largest competitors to our business strategy.
      Nursing homes which have dementia units in Illinois include: Glenbridge Nursing
      & Rehab Center, Glen Oaks, Regency Nursing Centre, Bethany Terrace, Oakwood
      Terrace, The Claremont, The Moorings, Halsted Terrace, Alden, Park House, The
      Renaissance at 87 th ,
      The
      Renaissance, Deerbrook Nursing Center and Embassy Care Center. The most advanced
      facility is the Wealshire in Linconshire, Illinois, which aims to provide a
      home-like environment care for residents with a wide range of needs, including
      long-term care, short-term rehab care and assisted living.




The
      long-term care industry in the United States is highly competitive with
      companies offering a variety of similar services. We face local and regional
      competition from other long-term care providers, including for-profit and
      not-for-profit organizations, hospital-based nursing units, home health
      agencies, medical supplies and services agencies. Newer residential care
      facilities may attract potential and existing residents. Significant competitive
      factors affecting the placement of residents in skilled nursing and assisted
      living facilities include quality of care, services offered, reputation,
      physical appearance, location and, in the case of private-pay residents, cost
      of
      the services.




We
      will
      compete with other service providers in the acquisition and development of
      additional facilities. Other competitors may accept a lower rate of return,
      and
      therefore, present significant price competition. Also, tax-exempt
      not-for-profit organizations may finance acquisitions and capital expenditures
      on a tax-exempt basis or receive charitable contributions unavailable to us.





11




**Government
      Regulation**





Various
      federal, state and local governmental authorities in the United States regulate
      the provision of institutional care and health care services. We must comply
      with all the governmental and state regulations. The locations of our Units
      determine which regulations will govern our operations. Failure to comply may
      result in significant penalties and fines, which could have a material adverse
      effect on our business. We cannot assure our investors that governmental
      authorities will not impose additional restrictions on our activities that
      might
      adversely affect our business.




Since
      we
      intend to open our first Unit in Illinois, we will be subject to varying degrees
      of regulation and licensing by health care agencies and other regulatory
      authorities in Illinois and other states in which we will operate. Alzheimer’s
      facilities are subject to these regulations. Our success depends in part on
      our
      ability to comply with these regulations and requirements and to maintain the
      required licenses. Our operations could also be adversely affected by, among
      other things, regulatory developments such as mandatory increases in the scope
      and quality of care given to residents and revisions in licensing and
      certification standards. At present, all assisted living facilities operating
      in
      Illinois must become licensed as residential care facilities. In order to obtain
      such a license, the Unit must have a full-time director with documented course
      work in dementia care and ability-centered care, with certain educational
      qualifications.





**Employees**





We
      have
      no full time employees at this time. All functions including development,
      strategy, negotiations and clerical are currently being provided by our
      executive officers on a voluntary basis.





**Risk
      Factors**





An
      investment in our common stock involves a high degree of risk. A potential
      investor should carefully consider the following factors and other information
      in this Form 10-KSB before deciding to invest in our company. If any of the
      following risks actually occur, our business, financial condition, results
      of
      operations and prospects for growth would likely suffer. As a result, our
      investors could lose all or part of their investment in our
      Company.





**Risks
      related to our company**





**1.**  **We
      are a development stage company and may never be able to effectuate our business
      plan or achieve any revenues or profitability. Therefore, at this stage of
      our
      business, potential investors have a high probability of losing their entire
      investment.**





We
      were
      established on October 3, 2006 and have no operating history. We are in the
      development stage and are subject to all of the risks inherent in the
      establishment of a new business enterprise. We have had no revenue and no
      patients to date. Our operations to date have been focused on organizational,
      start-up, and fund raising activities. As a development stage company, we are
      a
      highly speculative venture involving significant financial risk. It is uncertain
      as to when we will become profitable, if ever.




12





There
      is
      nothing at this time on which to base an assumption that our business operations
      will prove to be successful or that we will ever be able to operate profitably.
      We may not be able to successfully effectuate our business. There can be no
      assurance that we will ever achieve any revenues or profitability. The revenue
      and income potential of our proposed business and operations is unproven as
      the
      lack of operating history makes it difficult to evaluate the future prospects
      of
      our business.





**2.**  **We
      expect losses in the future because we have no revenue.**





We
      are
      expecting losses over the next twelve months because we do not yet have any
      revenues to offset the expenses associated with the development and the
      marketing of our residential care units. We cannot guarantee that we will ever
      be successful in generating revenues in the future. We recognize that if we
      are
      unable to generate revenues, we will not be able to earn profits or continue
      operations. There is no history upon which to base any assumption as to the
      likelihood that we will prove successful, and we can provide investors with
      no
      assurance that we will generate any operating revenues or ever achieve
      profitable operations.





**3.**  **If
      our business strategy is not successful, we may not be able to continue
      operations as a going concern and our stockholders may lose their entire
      investment in us.**





As
      discussed in the Notes to Financial Statements included in this annual report,
      at December 31, 2006 we had no revenue and incurred a net loss of approximately
      $32,607 for the period from October 3, 2006 (inception) to December 31, 2006.
      These factors raise substantial doubt that we will be able to continue
      operations as a going concern, and our independent auditors included an
      explanatory paragraph regarding this uncertainty in their report on our
      financial statements for the period from October 3, 2006 (inception) to December
      31, 2006. Our ability to continue as a going concern is dependent upon our
      generating cash flow sufficient to fund operations and reducing operating
      expenses. Our business strategy may not be successful in addressing these
      issues. If we cannot continue as a going concern, our stockholders may lose
      their entire investment in us.





**4.**  **Since
      our officers can work or consult for other companies, their activities could
      slow down our operations** .





Our
      officers are also members of our board of directors, and they are not required
      to work exclusively for us. They do not devote all of their time to our
      operations. Therefore, it is possible that a conflict of interest with regard
      to
      their time may arise based on their employment for other companies. Their other
      activities may prevent them from devoting full-time to our operations which
      could slow our operations and may reduce our financial results because of the
      slow down in operations. It is expected that our directors will devote between
      10 and 20 hours per week to our operations on an ongoing basis, and will devote
      whole days and even multiple days at a stretch when required.





13





**5.**  **We
      are heavily dependent upon our officers and directors. The loss of either Mr.
      Perlstein or Mr. Limor, whose knowledge, leadership and technical expertise
      upon
      which we rely, would harm our ability to execute our business plan.**





We
      are
      dependent on the continued contributions of Haim Perlstein, our President,
      Treasurer, and Director, and Chaim Limor, our Secretary and Director, whose
      knowledge and leadership would be difficult to replace. If we were to lose
      either of their services, or if either of them is not available to us when
      we
      need him, our ability to execute our business plan would be harmed and we may
      be
      forced to cease operations until such time as we could hire a suitable
      replacement.





**6.**  **Our
      business is very labor intensive, we operate in a competitive market with
      limited personnel resources, and a failure to attract and retain qualified
      employees could harm our ability to execute our business
      plan.**





We
      will
      be competing with other providers of residential care, nursing home care, and
      assisted living with respect to attracting and retaining qualified personnel.
      We
      will depend on the availability of Registered Nurses and Licensed Practical
      Nurses to provide skilled care to our Units' residents. According to the Ohio
      Hospital Association, the supply of nurses nationwide is predicted to be 800,000
      short of demand by 2020. Because of the competitive market in which we operate,
      shortages of nurses and/or trained personnel may require us to enhance our
      wage
      and benefit package in order to compete and lure qualified employees. To date,
      we have no employees other than our officers and we can provide no assurance
      we
      will be able to attract and retain qualified nursing staff while ensuring that
      labor costs will kept low, or that, if they do increase, they can be matched
      by
      corresponding increases in revenues.





**7.**  **We
      may not be able to compete with current Special Care Units and potential
      residential care homes, some of whom have greater resources and experience
      than
      we do.**





The
      residential care market is intensely competitive and we believe that it will
      become even more competitive in the future. Our Alzheimer’s Special Care Units
      will compete with numerous other special care units operating in long-term
      care
      facilities, such as nursing homes, retirement villages, assisted living
      facilities and hospitals. We will compete with national companies such as HCR
      Manor Care, Alterra and Extended Care with respect to residential care. We
      will
      also compete with locally owned entities such as Glenbridge Nursing & Rehab
      Center, Glen Oaks, Regency Nursing Center, Bethany Terrace, Oakwood Terrace,
      The
      Claremont, The Moorings, Halsted Terrace, Alden, Park House, The Renaissance
      at
      87 th ,
      The
      Renaissance, Deerbrook Nursing Center, Embassy Care Center and Health Care
      Facilities on a regional basis.





The
      entry
      of one or more of these large competitors into our potential market could reduce
      both our occupancy and the rates we may able to charge to our patients. In
      some
      cases, national publicly-traded competitors who experience lower than expected
      occupancies could rely on their greater financial resources to reduce their
      rates in order to increase occupancy. If such an event should occur, it may
      result in a decrease in our occupancies below expected levels. While
      demographics may improve and rates may stabilize, there can be no assurance
      that
      such an event will not occur in the future, and such an event could limit our
      ability to attract residents or expand our business and could have a negative
      effect on our financial condition, results of operations, and prospects. We
      can
      provide no assurance that competitive pressures will not have a material adverse
      effect on us.




14





**8.**  **If
      we are unable to obtain funding, our business operations will be harmed. Even
      if
      we do obtain financing our then existing shareholders may suffer substantial
      dilution.**





We
      will
      require funds to operate our Special Care Units, develop a marketing program
      and
      address all necessary infrastructure and health care concerns, as described
      below in the section entitled “Description of Business.” We anticipate that we
      will require up to approximately $250,000 to fund our operations for the next
      twelve months. Such funds may come from the sale of equity and/or debt
      securities and/or loans. It is possible that additional capital will be required
      to effectively support our operations and to otherwise implement our overall
      business strategy. The inability to raise the required capital will restrict
      our
      ability to grow and may reduce our ability to continue to conduct business
      operations. If we are unable to obtain necessary financing, we will likely
      be
      required to curtail our development plans which could cause the company to
      become dormant. We currently do not have any arrangements or agreements to
      raise
      additional capital. Any additional equity financing may involve substantial
      dilution to our then existing shareholders.





**9.**  **We
      may not be able to raise sufficient capital or generate adequate revenue to
      meet
      our obligations and fund our operating expenses.**





We
      have
      not had any revenues since our inception. Failure to raise adequate capital
      and
      generate adequate sales revenues to meet our obligations and develop and sustain
      our operations could result in our having to curtail or cease operations.
      Additionally, even if we do raise sufficient capital and generate revenues
      to
      support our construction and operating expenses, there can be no assurances
      that
      the revenue will be sufficient to enable us to develop business to a level
      where
      it will generate profits and cash flows from operations. These matters raise
      substantial doubt about our ability to continue as a going concern. Our
      independent auditors currently included an explanatory paragraph in their report
      on our financial statements regarding concerns about our ability to continue
      as
      a going concern. Accordingly, our failure to generate sufficient revenues or
      to
      generate adequate capital could result in the failure of our business and the
      loss of our investors’ entire investment.





**10.**  **As
      we expand our operations, we may open or manage facilities that are
      geographically near other facilities that we operate or manage and could result
      in termination of management or franchising agreements.**





While
      our
      initial goal is to establish our first Alzheimer’s Special Care Unit within an
      existing residential care facility and operate it successfully in terms of
      providing the finest available care for patients, while maximizing occupancy
      levels, reducing costs and growing revenues, we intend to open and operate
      additional Best Care Units. Additional Units will be established either by
      the
      company itself or in cooperation with business partners, possibly through
      branded franchising. While we intend to ensure that additional units will be
      sufficiently well-spaced so that they do not compete for business, there can
      be
      no assurance that as we grow, that circumstances will not arise where units
      which we own and/or manage will not compete with each other for patients. If
      this were to occur, it may damage our relationships with facilities that we
      manage that could result in the termination of our management/franchising
      agreements.




15





**11.**  **Our
      officers and directors own a controlling interest in our voting stock, and
      investors will not have any voice in our management, which could result in
      decisions adverse to our general shareholders.**





Approximately
      70.6% of our outstanding common stock is owned by Haim Perlstein and Chaim
      Limor, our officers and directors. As a result, Mr. Perlstein and Mr. Limor
      have
      the ability to control substantially all matters submitted to our stockholders
      for approval including: election of our board of directors; removal of any
      of
      our directors; amendment of our Articles of Incorporation or bylaws; and
      adoption of measures that could delay or prevent a change in control or impede
      a
      merger, takeover or other business combination involving us. As a result of
      their ownership and positions, our directors and executive officers are able
      to
      influence all matters requiring shareholder approval, including the election
      of
      directors and approval of significant corporate transactions.





**12.**  **Our
      directors and officers own a significant percentage of our issued and
      outstanding shares of common stock, and any future sales of their shares may
      result in a decrease in the price of our common stock and the value of our
      investors’ investments in us.**





Our
      directors and officers have control over 70.6% of the issued and outstanding
      shares of our common stock. The future prospect of sales of significant amounts
      of shares held by Mr. Perlstein and Mr. Limor could affect the market price
      of
      our common stock if the marketplace does not orderly adjust to the increase
      in
      shares in the market and the value of our investors’ investments in the Company
      may decrease. Management's stock ownership may discourage a potential acquirer
      from making a tender offer or otherwise attempting to obtain control of us,
      which in turn could reduce our stock price or prevent our stockholders from
      realizing a premium over our stock price.




**13.**  **Because
      we do not have an audit or compensation committee, shareholders will have to
      rely on our directors, who are not independent, to perform these functions.**




We
      do not
      have an audit or compensation committee comprised of independent directors.
      Indeed, we do not have any audit or compensation committee. These functions
      are
      performed by our two directors, who are also our sole officers. Thus, there
      is a
      potential conflict of interest in that our directors have the authority to
      determine issues concerning management compensation and audit issues that may
      affect management decisions.




**14.**  **Due
      to the high-risk circumstances in which we conduct business, we may encounter
      liability claims in excess of insurance coverage; should such event occur,
      it
      may have a material adverse effect upon our financial condition and results
      of
      operations.**





The
      provision of health care services entails an inherent risk of liability. In
      recent years, participants in the long-term care industry have become subject
      to
      an increasing number of lawsuits alleging malpractice or related legal theories,
      many of which involve large claims and significant defense costs. As we are
      a
      development stage company, we do yet have liability insurance for any one
      exposure. Although we believe that it is in keeping with industry standards,
      there can be no assurance that claims in excess of any preset limit will not
      arise. Any such successful claims could have a material adverse effect upon
      our
      financial condition and results of operations. Claims against us, regardless
      of
      their merit or eventual outcome, may also have a material adverse effect upon
      our ability to attract and retain business.




16





**15.**  **We
      are involved in an evolving and highly-regulated industry, which increases
      the
      cost of doing business and may require us to change the way our business is
      conducted. The residential care facilities in which our Special Care Units
      will
      operate must maintain all State and Federal licenses.**





Health
      care is an area of extensive and frequent regulatory change. Changes in the
      laws
      or new interpretations of existing laws can have a significant effect on methods
      of doing business, cost of doing business, and amounts of reimbursements from
      the government and other payers. The residential care facilities in which our
      units will operate will be subject to regulation and licensing by state and
      local health and social service agencies and other regulatory authorities.
      The
      failure of a facility in which we operate to comply with applicable requirements
      could cause the facility and us to be fined or could cause the cessation of
      the
      facility's business, which would have a material adverse effect on our company.





Our
      model
      for Alzheimer's care is in line with current thinking on optimal care for
      patients and is consistent with federal and state regulations. However, changes
      in the laws or new interpretations of existing laws may have a significant
      effect on our methods and costs of doing business. Our success will depend
      partially on our ability to satisfy the applicable regulations and requirements
      regarding our Special Care Units as well as the ability of the facilities in
      which we operate to comply with applicable regulations and maintain their
      required licenses. Our operations could also be adversely affected by, among
      other things, regulatory developments such as mandatory increases in the scope
      and quality of care given to the residents and revisions in licensing and
      certification standards. We believe that our operations will not violate any
      existing federal or state laws. But there can be no assurance that federal,
      state, or local laws or regulatory procedures which might adversely affect
      our
      business, financial condition, and results of operations for prospects will
      not
      be expanded or imposed.





**16.**  **State
      Certificate of Need laws and other regulations could negatively impact our
      ability to grow our business.**





The
      State
      of Illinois (and other states in which we could operate should we expand our
      business operations) have adopted Certificate of Need or similar laws that
      generally require that a state agency approve certain changes within residential
      care facilities. Pursuant to such laws, state regulatory authorities determine
      the need for certain nursing home bed additions, new services, capital
      expenditures, or other changes prior to the acquisition or addition of beds
      or
      services, the implementation of other changes, or expenditure of capital. State
      approvals for such matters are generally issued for specified maximum
      expenditures and require implementation of the proposal within a specified
      period of time. Failure to obtain the necessary state approval can result in
      the
      inability to provide the service or to operate the units. There can be no
      assurance that we will be able to obtain Certificate of Need approval for all
      future projects requiring the approval, or that approvals will be timely. Our
      Units must be staffed by the qualified personnel, as outlined under Government
      Regulations.




17





**Risks
      related to our common shares**





**18.**  **We
      may, in the future, issue additional common shares, which would reduce
      investors' percent of ownership and may dilute our share
      value.**





Our
      Articles of Incorporation authorize the issuance of 100,000,000 shares of common
      stock, of which 4,250,000 shares are issued and outstanding, and 5,000,000
      shares of preferred stock, of which no shares are issued and outstanding. The
      future issuance of an additional 95,750,000 shares of common stock which we
      are
      currently authorized to issue may result in substantial dilution in the
      percentage of our common stock held by our then existing shareholders. We may
      value any common stock issued in the future on an arbitrary basis. The issuance
      of common stock for future services or acquisitions or other corporate actions
      may have the effect of diluting the value of the shares held by our investors,
      and might have an adverse effect on any trading market for our common
      stock.





**19.**  **Our
      common shares are subject to the "Penny Stock" Rules of the SEC and the trading
      market in our securities is limited, which makes transactions in our stock
      cumbersome and may reduce the value of an investment in our
      stock.**





The
      Securities and Exchange Commission has adopted Rule 15g-9 which establishes
      the
      definition of a "penny stock," for the purposes relevant to us, as any equity
      security that has a market price of less than $5.00 per share or with an
      exercise price of less than $5.00 per share, subject to certain exceptions.
      For
      any transaction involving a penny stock, unless exempt, the rules
      require:





·
            that
                a broker or dealer approve a person's account for transactions in
                penny
                stocks; and


·
            the
                broker or dealer receives from the investor a written agreement to
                the
                transaction, setting forth the identity and quantity of the penny
                stock to
                be purchased.





In
      order
      to approve a person's account for transactions in penny stocks, the broker
      or
      dealer must:





·
            obtain
                financial information and investment experience objectives of the
                person;
                and


·
            make
                a reasonable determination that the transactions in penny stocks
                are
                suitable for that person and the person has sufficient knowledge
                and
                experience in financial matters to be capable of evaluating the risks
                of
                transactions in penny stocks.





The
      broker or dealer must also deliver, prior to any transaction in a penny stock,
      a
      disclosure schedule prescribed by the Commission relating to the penny stock
      market, which, in highlight form:





·
            sets
                forth the basis on which the broker or dealer made the suitability
                determination; and


·
            that
                the broker or dealer received a signed, written agreement from the
                investor prior to the transaction.




18




Generally,
      brokers may be less willing to execute transactions in securities subject to
      the
      "penny stock" rules. This may make it more difficult for investors to dispose
      of
      our Common shares and cause a decline in the market value of our
      stock.





Disclosure
      also has to be made about the risks of investing in penny stocks in both public
      offerings and in secondary trading and about the commissions payable to both
      the
      broker-dealer and the registered representative, current quotations for the
      securities and the rights and remedies available to an investor in cases of
      fraud in penny stock transactions. Finally, monthly statements have to be sent
      disclosing recent price information for the penny stock held in the account
      and
      information on the limited market in penny stocks.





**20.**  **Our
      common stock is traded on the "Over-the-Counter Bulletin Board," which may
      make
      it more difficult for our investors to resell their shares due to suitability
      requirements** .





Our
      common stock is currently traded on the Over-The-Counter Bulletin Board (OTC:BB)
      where we expect it to remain for the foreseeable future. Broker-dealers often
      decline to trade in OTC:BB stocks given that the market for such securities
      is
      often limited, the stocks are more volatile, and the risks to investors are
      greater.  These factors may reduce the potential market for our common
      stock by reducing the number of potential investors.  This may make it more
      difficult for investors in our common stock to sell shares to third parties
      or
      to otherwise dispose of them.  This could cause our stock price to
      decline.





**21.**  **The
      trading price of our common stock may be affected by limited trading volume
      and
      other factors beyond our control and may fluctuate
      significantly.**





There
      has
      been a limited public market for our common stock and there can be no assurance
      that an active trading market for our common stock will develop.  As a
      result, this could adversely affect our shareholders' ability to sell our common
      stock in short time periods, or possibly at all. Our common stock is likely
      to
      experience in the future significant price and volume fluctuations that could
      adversely affect the market price of our common stock without regard to our
      operating performance.   In addition, we believe that factors such as
      quarterly fluctuations in our financial results and changes in the overall
      economy or the condition of the financial markets could cause the price of
      our
      common stock to fluctuate substantially. Substantial fluctuations in our stock
      price could significantly reduce the price of our stock.





**22.**  **The
      requirements of being a public company may strain our resources and distract
      our
      management.**





As
      a
      public company, we will be subject to the reporting requirements of the
      Securities Exchange Act of 1934, as amended, or the Exchange Act, and the
      Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act. These requirements may
      place a strain on our systems and resources. The Exchange Act requires that
      we
      file annual, quarterly and current reports with respect to our business and
      financial condition. The Sarbanes-Oxley Act requires that we maintain effective
      disclosure controls and procedures and internal controls for financial
      reporting. We will be required to document and test our internal control
      procedures in order to satisfy the requirements of Section 404 of the
      Sarbanes-Oxley Act, which requires annual management assessments of the
      effectiveness of our internal controls over financial reporting and a report
      by
      our independent registered public accountants addressing these assessments.
      During the course of our testing, we may identify deficiencies which we may
      not
      be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley
      Act for compliance with the requirements of Section 404. We will be
      required to comply with the requirements of Section 404 for our fiscal year
      ended December 31, 2007. In addition, if we fail to achieve and maintain
      the adequacy of our internal controls, as such standards are modified,
      supplemented or amended from time to time, we may not be able to ensure that
      we
      can conclude on an ongoing basis that we have effective internal controls over
      financial reporting in accordance with Section 404 of the Sarbanes-Oxley
      Act.




19





In
      order
      to maintain and improve the effectiveness of our disclosure controls and
      procedures and internal control over financial reporting, significant resources
      and management oversight will be required. This may divert management’s
      attention from other business concerns, which could have a material adverse
      effect on our business, financial condition, results of operations and cash
      flows. In addition, we may need to hire additional accounting and financial
      staff with appropriate public company experience and technical accounting
      knowledge, and we cannot assure our investors that we will be able to do so
      in a
      timely fashion.





**23.**  **Because
      we do not intend to pay any cash dividends on our common stock, our stockholders
      will not be able to receive a return on their shares unless they sell
      them.**





We
      intend
      to retain any future earnings to finance the development and expansion of our
      business. We do not anticipate paying any cash dividends on our common stock
      in
      the foreseeable future. Unless we pay dividends, our stockholders will not
      be
      able to receive a return on their shares unless the value of such shares
      appreciates and they sell them. There is no assurance that stockholders will
      be
      able to sell shares when desired.





**24.**  **We
      may issue shares of preferred stock in the future that may adversely impact
      the
      rights of holders of our common stock.**





Our
      Articles of Incorporation authorizes us to issue up to 5,000,000 shares of
      "blank check" preferred stock. Accordingly, our board of directors will have
      the
      authority to fix and determine the relative rights and preferences of preferred
      shares, as well as the authority to issue such shares, without further
      stockholder approval. As a result, our board of directors could authorize the
      issuance of a series of preferred stock that would grant to holders preferred
      rights to our assets upon liquidation, the right to receive dividends before
      dividends are declared to holders of our common stock, and the right to the
      redemption of such preferred shares, together with a premium, prior to the
      redemption of the common stock. To the extent that we do issue such additional
      shares of preferred stock, the rights of holders of common stock could be
      impaired thereby, including, without limitation, dilution of their ownership
      interests in us. In addition, shares of preferred stock could be issued with
      terms calculated to delay or prevent a change in control or make removal of
      management more difficult, which may not be in the interest of holders of common
      stock .





20




**Item
      2. Description of Property** .





Our
      office is located at 811 Chicago Avenue, Suite 803, Evanston, Illinois 60022.
      We
      are leasing such space from Haim Perlstein, who is a director and an officer
      of
      our company, on a month-to-month basis at the rate of $200 per month. We believe
      that this space will be sufficient until we open our first facility and need
      to
      hire employees.





**Item
      3. Legal Proceedings.**





There
      are
      no pending legal proceedings to which we are a party or in which any of our
      directors, officers or affiliates, or any owner of record or beneficially of
      more than 5% of any class of our voting securities, or security holder is a
      party adverse to us or has a material interest adverse to us. None of our
      properties is the subject of any pending legal proceedings.





**Item
      4. Submission of Matters to a Vote of Security Holders**





We
      did
      not submit any matters to a vote of security holders during the fourth quarter
      of the fiscal year ended December 31, 2006. ****





**PART
      II**





**Item
      5. Market for Common Equity and Related Stockholder
      Matters.**





**Market
      for our common stock**





Our
      common stock has been quoted through the Over-The-Counter Bulletin Board since
      February 20, 2007 under the symbol BCAE.OB.





**Dividend
      Policy**





We
      have
      not declared or paid dividends on our Common Stock since our formation, and
      we
      do not anticipate paying dividends in the foreseeable future. Declaration or
      payment of dividends, if any, in the future, will be at the discretion of our
      Board of Directors and will depend on our then current financial condition,
      results of operations, capital requirements and other factors deemed relevant
      by
      the board of directors. There are no contractual restrictions on our ability
      to
      declare or pay dividends.





**Record
      Holders**





As
      of
      March 29, 2007, we had outstanding 4,250,000 shares of common stock, which
      were
      held by 46 stockholders of record.





**Securities
      Authorized for Issuance Under Equity Compensation Plans**





As
      of
      December 31, 2006, none of our equity securities were authorized to be issued
      under any compensation plans (including individual compensation
      arrangements).




21





**Recent
      Sales of Unregistered Securities**





On
      October 5, 2006, we issued 2,200,000 shares of our common stock to Haim
      Perlstein, our President, Treasurer, and Director, in consideration for services
      previously rendered in the amount of $2,200. The shares were issued under
      Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation D
      promulgated by the Securities and Exchange Commission.





On
      October 5, 2006, by action taken by our board of directors, we issued 800,000
      shares of our common stock to Chaim Limor, our Secretary and Director, in
      consideration for services previously rendered in the amount of $800. The shares
      were issued under Section 4(2) of the Securities Act of 1933, as amended, and/or
      Regulation D promulgated by the Securities and Exchange Commission.





In
      October through November of 2006, we issued 1,250,000 shares of common stock
      to
      44 investors in a private placement pursuant to the exemption from the
      registration requirements of the Securities Act provided by Regulation S. The
      aggregate consideration paid for such shares was $62,500.00. Each purchaser
      represented to us that such purchaser was not a United States person (as defined
      in Regulation S) and was not acquiring the shares for the account or benefit
      of
      a United States person. Each purchaser further represented that at the time
      of
      the origination of contact concerning the subscription for the shares and the
      date of the execution and delivery of the subscription agreement for such
      shares, such purchaser was outside of the United States. We did not make any
      offers in the United States, and there were no selling efforts in the United
      States. There were no underwriters or broker-dealers involved in the private
      placement and no underwriting discounts or commissions were paid.





**Purchases
      of Our Equity Securities By Us or Our Affiliates**





None





**Item
      6. Managements's Discussion and Analysis or Plan of
      Operation**





**Plan
      of Operation**





We
      have
      not had any revenues since our inception on October 3, 2006. Over the next
      twelve months, we will focus on finding a suitable location in the State of
      Illinois in an existing, licensed, long-term care facility for our first Best
      Care Alzheimer's Special Care Unit.





Two
      main
      options we will consider in opening the first unit.





a)
            Rental
                of Beds from a long-term care facility or retirement center - In
                this case
                we will seek to rent or lease suitable wing or section of a working
                long-term care community that is not filled to capacity. We will
                look to
                lease "beds" at rates ranging from $30-$35 per day. We will look
                to secure
                long-term leases of 5 years + 5 years. It will be our responsibility
                to
                re-design the space and manage the
                Unit.




22




b)
            Joint
                Venture partnership with existing long-term care facility - in order
                to
                minimize costs and maximize profits, we will seek to joint venture
                with an
                existing facility. We will be responsible to re-design the section
                of the
                facility in which the Best Care Unit will be stationed and will be
                responsible for management of Unit. No monthly rental will be paid
                for the
                space, rather a profit split with the facility's owner will take
                place
                instead.





Our
      target number of "beds" will be 36 per Unit.





In
      the
      interim period, there may be opportunities to generate revenues by providing
      consulting and management services to residential care centers and to private
      clients having the responsibility of caring for Alzheimer’s patients. Our
      President has extensive experience in the field and himself has advised several
      nursing home facilities on there Special Care Units, and may seek out
      opportunities to provide advisory services aimed at helping operators to raise
      the level of care by acquiring specialist knowledge.





The
      Best
      Care Unit will require the long-term care facility in which it operates to
      have
      an operating license from the State of Illinois. This is called a Certificate
      of
      Need. Our executive officer holds an Illinois Administrator License, although
      we
      will be dependent on the facility in which we operate to maintain proper
      licensing.




Our
      future plans, call for opening a chain of Best Care Alzheimer's Long-term Care
      Facilities, similar to a retirement community atmosphere. These facilities
      which
      cater specifically to Alzheimer’s residents and are not Units within an existing
      long-term care facility which is our current business model. Our future plans,
      will call for either:





a)
            New
                Facility - finding a suitable location, obtaining the necessary licenses
                and approvals and constructing the facility. Typically, the process
                of
                obtaining permits can take up to 18 months. Construction is likely
                to take
                at least two years to complete. As a result, the facility would become
                operational no earlier than four years from the time we decide to
                go this
                route;





b)
            Taking
                Over Existing Facility - acquiring or otherwise gaining control of
                an
                existing residential facility which already holds a Nursing Home
                Administrators License and then converting it into a specialist
                Alzheimer's Facility. This route may be shorter, although the facility
                is
                unlikely to offer the ideal design
                concept.




*Additional
      Equity Raises*




We
      intend
      to raise $250,000 in order to re-design the first Unit in an existing facility
      and bring it into full operation. Such funds will be needed for the following
      purposes:




Re-design
                of wing
            
            $
            100,000Furniture
                & Equipment
            
            
            30,000Staff
            
            
            100,000Marketing
            
            
            20,000Total
                Investment Required
            
            $
            250,000




23




Our
      vision is to create a brand of specialized Best Care Alzheimer Special Care
      Units, initially within existing long-term care facilities, and eventually
      in
      Best Care Alzheimer Facilities. The Alzheimer’s disease is expected to become
      increasingly common in the years ahead, driving the demand for specialized
      treatment and care facilities. We believe that we will be well placed to take
      advantage of the expanding market and our methods of treatment and activities
      can be a model for new Units throughout the US and in certain overseas
      locations.




Our
      growth may be achieved either through the leasing and operation of additional
      new Units or through franchising. With franchising, Best Care will provide
      its
      know-how, experience, programs and design in order to help its partners to
      open
      Best Care Units. This will allow us to accelerate the number of new Units,
      with
      limited cash investments on our side and allow us to share in the profits of
      the
      franchised or partnered Best Care Units.




By
      establishing brand recognition at an early stage the venture will position
      itself to attract potential franchisees and other types of business
      partners.




We
      do not
      have sufficient resources to effectuate our business. As of January 25, 2007
      we
      had approximately $39,439 in cash. We expect to incur a minimum of $115,000
      in
      expenses during the next twelve months of operations. We estimate that this
      will
      be comprised of the following expenses:




Re-design
                of wing
            
            $
            70,000Furniture
                & Equipment
            
            
            5,000Staff
            
            
            25,000Marketing
            
            
            15,000Total
                Investment Required
            
            $
            115,000





Additionally,
      $35,000 will be needed for general overhead expenses such as for corporate
      legal
      and accounting fees, office overhead and general working capital.





Accordingly,
      we will have to raise the funds to pay for these expenses. We may have to borrow
      money from our officers or issue debt or equity or enter into a strategic
      arrangement with a third party. There can be no assurance that additional
      capital will be available to us. We currently have no agreements, arrangements
      or understandings with any person to obtain funds through bank loans, lines
      of
      credit or any other sources. Since we have no such arrangements or plans
      currently in effect, our inability to raise funds for will have a severe
      negative impact on our ability to remain a viable company.





24





**Going
      Concern Consideration**





Our
      independent auditors included an explanatory paragraph in their report on the
      accompanying financial statements regarding concerns about our ability to
      continue as a going concern. Our financial statements contain additional note
      disclosures describing the circumstances that lead to this disclosure by our
      independent auditors.





**Off-Balance
      Sheet Arrangements**





We
      have
      no off-balance sheet arrangements.





25




**Item
      7. Financial Statements** .





**BEST
      CARE, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**INDEX
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006**


Report
                    of Registered Independent Auditors
                
                F-2Financial
                    Statements-Balance
                    Sheet as ofDecember
                    31,
                    2006
                
                F-3Statements
                    of Operations for the Period Ended December 31, 2006, and Cumulative
                    from
                    Inception
                
                F-4Statement
                    of Stockholders’ Equity for the Period from Inception Through December 31,
                    2006
                
                F-5Statements
                    of Cash Flows for the Period Ended December 31,
                    2006,
                    and Cumulative from Inception
                
                F-6Notes
                    to Financial Statements December 31, 2006
                
                F-7


F-1


**REPORT
      OF REGISTERED INDEPENDENT AUDITORS**




To
      the
      Board of Directors and Stockholders


of
      Best
      Care, Inc.:





We
      have
      audited the accompanying balance sheet of Best Care, Inc. (a Nevada corporation
      in the development stage) as of December 31, 2006, and the related statements
      of
      operations, stockholders’ equity, and cash flows for period ended December 31,
      2006, and from inception (October 3, 2006) through December 31, 2006. These
      financial statements are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audit.





We
      conducted our audit in accordance with standards of the Public Company
      Accounting Oversight Board (United States of America). Those standards require
      that we plan and perform the audit to obtain reasonable assurance about whether
      the financial statements are free of material misstatement. The Company is
      not
      required to have, nor were we engaged to perform, an audit of its internal
      control over financial reporting. Our audit included consideration of internal
      control over financial reporting as a basis for designing audit procedures
      that
      are appropriate in the circumstances, but not for the purpose of expressing
      an
      opinion on the effectiveness of the Company’s internal control over financial
      reporting. Accordingly, we express no such opinion. An audit includes examining,
      on a test basis, evidence supporting the amounts and disclosures in the
      financial statements. An audit also includes assessing the accounting principles
      used and significant estimates made by management, as well as evaluating the
      overall financial statement presentation. We believe that our audit provides
      a
      reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Best Care, Inc. as of December
      31,
      2006, and the results of its operations and its cash flows for the period ended
      December 31, 2006, and from inception (October 3, 2006) through December 31,
      2006, in conformity with accounting principles generally accepted in the United
      States of America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 2 to the financial
      statements, the Company is in the development stage, and has not established
      any
      source of revenue to cover its operating costs. As such, it has incurred an
      operating loss since inception. Further, as of December 31, 2006, the cash
      resources of the Company were insufficient to meet its planned business
      objectives. These and other factors raise substantial doubt about the Company’s
      ability to continue as a going concern. Management’s plan regarding these
      matters is also described in Note 2 to the financial statements. The financial
      statements do not include any adjustments that might result from the outcome
      of
      this uncertainty.





Respectfully
      submitted,





/S/
      Davis
      Accounting Group P.C.





Cedar
      City, Utah,


March
      16,
      2007.





F-2


**BEST
        CARE, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **BALANCE
        SHEET (NOTE 2)**
 **AS
        OF DECEMBER 31, 2006**


**2006****ASSETS****Current
                  Assets:**Cash
                  in bank
              
              $
              44,435Total
                  current assets
              
              
              44,435**Total
                  Assets**
              
              $
              44,435**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****Current
                  Liabilities:**Accounts
                  payable - Trade
              
              $
              7,367Accrued
                  liabilities
              
              
              4,000Accrued
                  office rent - Related party
              
              
              600Due
                  to Director and stockholder
              
              
              575Total
                  current liabilities
              
              
              12,542Total
                  liabilities
              
              
              12,542**Commitments
                  and Contingencies****Stockholders'
                  Equity:**Preferred
                  stock, par value $.001 per share, 5,000,000 shares authorized;
                  no shares
                  issued and outstanding
              
              
              -Common
                  stock, par value $.001 per share, 100,000,000 shares authorized;
                  4,250,000
                  shares issued and outstanding
              
              
              4,250Additional
                  paid-in capital
              
              
              61,250Less
                  - Common stock subscription receivable
              
              
              (1,000
              )(Deficit)
                  accumulated during the development stage
              
              
              (32,607
              )Total
                  stockholders' equity
              
              
              31,893**Total
                  Liabilities and Stockholders' Equity**
              
              $
              44,435





The
      accompanying notes to financial statements


are
      an
      integral part of this balance sheet.




F-3


**BEST
        CARE, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **STATEMENTS
        OF OPERATIONS (NOTE 2)**
 **FOR
        THE PERIOD ENDED DECEMBER 31, 2006, AND**
 **CUMULATIVE
        FROM INCEPTION (OCTOBER 3, 2006)**
 **THROUGH
        DECEMBER 31, 2006**


**Period
                  Ended December 31, 2006**
              
              **Cumulative
                  From Inception****Revenues**
              
              $
              -
              
              $
              -**Expenses:**General
                  and administrative-Professional
                  fees
              
              
              27,968
              
              
              27,968Officers'
                  compensation paid by issued shares
              
              
              3,000
              
              
              3,000Other
              
              
              1,240
              
              
              1,240Legal
                  fees - Organization costs
              
              
              399
              
              
              399Total
                  general and administrative expenses
              
              
              32,607
              
              
              32,607**(Loss)
                  from Operations**
              
              
              (32,607
              )
              
              (32,607
              )**Other
                  Income (Expense)**
              
              
              -
              
              
              -**Provision
                  for income taxes**
              
              
              -
              
              
              -**Net
                  (Loss)**
              
              $
              (32,607
              )
              $
              (32,607
              )**(Loss)
                  Per Common Share:**(Loss)
                  per common share - Basic and Diluted
              
              $
              (0.01
              )**Weighted
                  Average Number of Common Shares****Outstanding
                  - Basic and Diluted**
              
              
              3,488,889




The
      accompanying notes to financial statements are


an
      integral part of these statements.




F-4


**BEST
      CARE, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENT
      OF STOCKHOLDERS' EQUITY (NOTE 2)**


**FOR
      THE PERIOD FROM INCEPTION (OCTOBER 3, 2006)**


**THROUGH
      DECEMBER 31, 2006**


**Preferred
                  stock**
              
              **Common
                  stock**
              
              **Additional
                  Paid-in**
              
              **Less
                  -Common Stock Subscription**
              
              **(Deficit)
                  Accumulated During the Development****Description**
              
              **Shares**
              
              **Amount**
              
              **Shares**
              
              **Amount**
              
              **Capital**
              
              **Receivable**
              
              **Stage**
              
              **Totals****Balance
                  - October 3, 2006**
              
              
              -
              
              $
              -
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Common
                  stock issued for officers' compensation
              
              
              -
              
              
              -
              
              
              3,000,000
              
              
              3,000
              
              
              -
              
              
              -
              
              
              -
              
              
              3,000Common
                  stock issued for cash
              
              
              -
              
              
              -
              
              
              1,250,000
              
              
              1,250
              
              
              61,250
              
              
              (1,000
              )
              
              -
              
              
              61,500Net
                  (loss) for the period
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (32,607
              )
              
              (32,607
              )**Balance
                  - December 31, 2006**
              
              
              -
              
              $
              -
              
              
              4,250,000
              
              $
              4,250
              
              $
              61,250
              
              $
              (1,000
              )
              $
              (32,607
              )
              $
              31,893





The
      accompanying notes to financial statements are


an
      integral part of these statements.




F-5




**BEST
        CARE, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **STATEMENTS
        OF CASH FLOWS (NOTE 2)**
 **FOR
        THE PERIOD ENDED DECEMBER 31, 2006, AND**
 **CUMULATIVE
        FROM INCEPTION (OCTOBER 3, 2006)**
 **THROUGH
        DECEMBER 31, 2006**
 
 **Period
                  Ended December 31, 2006**
              
              **Cumulative
                  From Inception****Operating
                  Activities:**Net
                  (loss)
              
              $
              (32,607
              )
              $
              (32,607
              )Adjustments
                  to reconcile net (loss) to net cash (used in) operating
                  activities:Common
                  stock issued for officers' compensation
              
              
              3,000
              
              
              3,000Changes
                  in net liabilities-Accounts
                  payable - Trade
              
              
              7,367
              
              
              7,367Accrued
                  liabilities
              
              
              4,000
              
              
              4,000Accrued
                  office rent - Related party
              
              
              600
              
              
              600**Net
                  Cash (Used in) Operating Activities**
              
              
              (17,640
              )
              
              (17,640
              )**Investing
                  Activities:**Cash
                  provided by investing activities
              
              
              -
              
              
              -**Net
                  Cash Provided by Investing Activities**
              
              
              -
              
              
              -**Financing
                  Activities:**Issuance
                  of common stock for cash
              
              
              61,500
              
              
              61,500Due
                  to Director and stockholder
              
              
              575
              
              
              575**Net
                  Cash Provided by Financing Activities**
              
              
              62,075
              
              
              62,075**Net
                  Increase in Cash**
              
              
              44,435
              
              
              44,435**Cash
                  - Beginning of Period**
              
              
              -
              
              
              -**Cash
                  - End of Period**
              
              $
              44,435
              
              $
              44,435**Supplemental
                  Disclosure of Cash Flow Information:**Cash
                  paid during the period for:Interest
              
              $
              -
              
              $
              -Income
                  taxes
              
              $
              -
              
              $
              -
  On
        October 5, 2006, the Company issued 2,200,000 shares of common stock, valued
        at
        $2,200 to an officer of the Company for services rendered.
 
 On
        October 5, 2006, the Company issued 800,000 shares of common stock, valued
        at
        $800 to an officer of the Company for services rendered.




The
      accompanying notes to financial statements are


an
      integral part of these statements.




F-6


**(1)**  **Summary
      of Significant Accounting Policies**





**** *Basis
      of Presentation and Organization*





Best
      Care, Inc. (“Best Care” or the “Company”) is a Nevada corporation in the
      development stage and has not commenced operations. The Company was incorporated
      under the laws of the State of Nevada on October 3, 2006. The proposed business
      plan of the Company is to establish and operate a specialized residential care
      unit for patients with Alzheimer’s disease. The Company also intends to operate
      additional specialized residential care units for Alzheimer’s patients if the
      first unit established is successful in terms of occupancy levels, and
      profitability. The accompanying financial statements of Best Care were prepared
      from the accounts of the Company under the accrual basis of
      accounting.





The
      Company completed in January 2007 an activity to submit a Registration Statement
      on Form SB-2 to the Securities and Exchange Commissions (“SEC”) to register
      1,250,000 of its outstanding shares of common stock on behalf of selling
      stockholders. The Company will not receive any of the proceeds of this
      registration activity once the shares of common stock are sold.




**  *Cash
      and Cash Equivalents*





For
      purposes of reporting within the statement of cash flows, the Company considers
      all cash on hand, cash accounts not subject to withdrawal restrictions or
      penalties, and all highly liquid debt instruments purchased with a maturity
      of
      three months or less to be cash and cash equivalents.





*Revenue
      Recognition*





The
      Company is in the development stage and has yet to realize revenues from
      operations. Once the Company has commenced operations, it will recognize
      revenues when delivery of goods or completion of services has occurred provided
      there is persuasive evidence of an agreement, acceptance has been approved
      by
      its patients, the fee is fixed or determinable based on the completion of stated
      terms and conditions, and collection of any related receivable is
      probable.




*Loss
      per Common Share*





Basic
      loss per share is computed by dividing the net loss attributable to the common
      stockholders by the weighted average number of shares of common stock
      outstanding during the period. Fully diluted loss per share is computed similar
      to basic loss per share except that the denominator is increased to include
      the
      number of additional common shares that would have been outstanding if the
      potential common shares had been issued and if the additional common shares
      were
      dilutive. There were no dilutive financial instruments issued or outstanding
      for
      the period ended December 31, 2006.





F-7




*Income
      Taxes*





The
      Company accounts for income taxes pursuant to SFAS No. 109, *Accounting
      for Income Taxes* (“SFAS
      109”). Under SFAS 109, deferred tax assets and liabilities are determined based
      on temporary differences between the bases of certain assets and liabilities
      for
      income tax and financial reporting purposes. The deferred tax assets and
      liabilities are classified according to the financial statement classification
      of the assets and liabilities generating the differences.





The
      Company maintains a valuation allowance with respect to deferred tax assets.
      The
      Company establishes a valuation allowance based upon the potential likelihood
      of
      realizing the deferred tax asset and taking into consideration the Company’s
      financial position and results of operations for the current period. Future
      realization of the deferred tax benefit depends on the existence of sufficient
      taxable income within the carryforward period under the Federal tax
      laws.





Changes
      in circumstances, such as the Company generating taxable income, could cause
      a
      change in judgment about the realizability of the related deferred tax asset.
      Any change in the valuation allowance will be included in income in the year
      of
      the change in estimate.





*Fair
      Value of Financial Instruments*





The
      Company estimates the fair value of financial instruments using the available
      market information and valuation methods. Considerable judgment is required
      in
      estimating fair value. Accordingly, the estimates of fair value may not be
      indicative of the amounts the Company could realize in a current market
      exchange. As of December 31, 2006, the carrying value of accounts payable -
      trade, a loan from a Director and stockholder, and accrued liabilities
      approximated fair value due to the short-term nature and maturity of these
      instruments.





*Deferred
      Offering Costs*





The
      Company defers as other assets the direct incremental costs of raising capital
      until such time as the offering is completed. At the time of the completion
      of
      the offering, the costs are charged against the capital raised. Should the
      offering be terminated, deferred offering costs are charged to operations during
      the period in which the offering is terminated.





*Concentration
      of Risk*





As
      of
      December 31, 2006, the Company maintained its cash account at one commercial
      bank. The balance in the account was subject to FDIC coverage.





F-8




*Common
      Stock Registration Expenses*





The
      Company considers incremental costs and expenses related to the registration
      of
      equity securities with the SEC, whether by contractual arrangement as of a
      certain date or by demand, to be unrelated to original issuance transactions.
      As
      such, subsequent registration costs and expenses are reflected in the
      accompanying financial statements as general and administrative expenses, and
      are expensed as incurred.





*Lease
      Obligations*





All
      noncancellable leases with an initial term greater than one year are categorized
      as either capital or operating leases. Asset recorded under capital leases
      are
      amortized according to the methods employed for property and equipment or over
      the term of the related lease, if shorter.





*Estimates*





The
      financial statements are prepared on the basis of accounting principles
      generally accepted in the United States. The preparation of financial statements
      in conformity with generally accepted accounting principles requires management
      to make estimates and assumptions that affect the reported amounts of assets
      and
      liabilities as of December 31, 2006, and expenses for the period ended December
      31, 2006, and cumulative from inception. Actual results could differ from those
      estimates made by management.





*Fiscal
      Year End*





The
      Company has adopted a fiscal year end of December 31.





**(2)**  **Development
      Stage Activities and Going Concern**





The
      Company is currently in the development stage, and has no operations. The
      proposed business plan of the Company is to establish and operate a specialized
      residential care unit for patients with Alzheimer’s disease. The Company also
      intends to operate additional specialized residential care units for Alzheimer’s
      patients if the first unit established is successful in terms of occupancy
      levels, and profitability.





During
      the period ended December 31, 2006, the Company was incorporated, received
      working capital through a loan from a stockholder, and completed a capital
      formation activity to raise $62,500 from the sale of common stock to various
      stockholders. The Company completed in early January 2007 an activity to submit
      a Registration Statement on Form SB-2 to the Securities and Exchange Commissions
      (“SEC”) to register 1,250,000 of its outstanding shares of common stock on
      behalf of selling stockholders. The Company will not receive any of the proceeds
      of this registration activity once the shares of common stock are sold. The
      Company intends to conduct additional capital formation activities through
      the
      issuance of its common stock to establish its first specialized residential
      care
      unit for Alzheimer’s patients, and to commence operations.




F-9




The
      accompanying financial statements have been prepared in conformity with
      accounting principles generally accepted in the United States of America, which
      contemplate continuation of the Company as a going concern. The Company has
      not
      established any source of revenue to cover its operating costs, and as such,
      has
      incurred an operating loss since inception. Further, as of December 31, 2006,
      the cash resources of the Company were insufficient to meet its current business
      plan. These and other factors raise substantial doubt about the Company’s
      ability to continue as a going concern. The accompanying financial statements
      do
      not include any adjustments to reflect the possible future effects on the
      recoverability and classification of assets or the amounts and classification
      of
      liabilities that may result from the possible inability of the Company to
      continue as a going concern.





**(3)**  **Loan
      from Director and Stockholder**





As
      of
      December 31, 2006, a loan from a Director, officer, and principal stockholder
      of
      the Company amounted to $575. The loan was provided for working capital
      purposes, and is unsecured, non-interest bearing, and has no terms for
      repayment.





**(4)**  **Common
      Stock**





On
      October 5, 2006, the Company issued 2,200,000 of its common stock to its
      Director, President and Treasurer for services. The transaction was valued
      at
      $2,200.




On
      October 5, 2006, the Company issued 800,000 of its common stock to its Director
      and Corporate Secretary for services. The transaction was valued at
      $800.





On
      October 7, 2006, the Board of Directors of the Company approved a Private
      Placement Offering (“PPO”), exempt from registration under the Securities Act of
      1933, to raise $62,500 through the issuance of 1,250,000 shares of its common
      stock, par value $.001 per share, at an offering price of $.05 per share. The
      PPO had an offering period of 180 days. On November 22, 2006, the Company closed
      the PPO and, through December 31, 2006, raised cash proceeds of $61,500, net
      of
      a stock subscription receivable of $1,000. The remaining stock subscription
      receivable was paid subsequent to December 31, 2006.





**(5)**  **Income
      Taxes**





The
      provision (benefit) for income taxes for the period ended December 31, 2006,
      was
      as follows (assuming a 15% effective tax rate):


**2006**Current
                  Tax Provision:Federal-Taxable
                  income
              
              $
              -Total
                  current tax provision
              
              $
              -Deferred
                  Tax Provision:Federal-Loss
                  carryforwards
              
              $
              4,900Change
                  in valuation allowance
              
              
              (4,900
              )Total
                  deferred tax provision
              
              $
              -




F-10




The
      Company had deferred income tax assets as of December 31, 2006, as
      follows:


**2006**Loss
                  carryforwards
              
              $
              4,900Less
                  - Valuation allowance
              
              
              (4,900
              )Total
                  net deferred tax assets
              
              $
              -





The
      Company provided a valuation allowance equal to the deferred income tax assets
      for the period ended December 31, 2006, because it is not presently known
      whether future taxable income will be sufficient to utilize the loss
      carryforwards.





As
      of
      December 31, 2006, the Company had approximately $32,600 in tax loss
      carryforwards that can be utilized in future periods to reduce taxable income,
      and expire in the year 2026.





**(6)**  **Related
      Party Transactions**





As
      described in Note 3, as of December 31, 2006, the Company owed $575 to an
      individual who is a Director, President, Treasurer and principal stockholder
      of
      the Company.





As
      described in Note 4, the Company has entered into transactions with its officers
      and directors for their services, and has issued a total of 3,000,000 shares
      of
      its common stock at a value of $3,000.





Effective
      October 3, 2006, the Company entered into a verbal agreement with an individual
      who is a Director, President and principal stockholder of the Company to lease
      office space for operations in Evanston, IL. The monthly lease rate is $200,
      and
      the term of the lease arrangement is month to month. As of December 31, 2006,
      the Company accrued $600 in office rent expense related to the
      lease.





**(7)**  **Recent
      Accounting Pronouncements**





In
      March
      2006, the FASB issued SFAS No. 156, *“Accounting
      for Servicing of Financial Assets,”* (“SFAS
      No. 156”), which amends SFAS No. 140, *”
      Accounting for Transfers and Servicing of Financial Assets and Extinguishments
      of Liabilities.* ”
In
      a
      significant change to current guidance, SFAS No. 156 permits an entity to choose
      either of the following subsequent measurement methods for each class of
      separately recognized servicing assets and servicing liabilities: (1)
      Amortization Method or (2) Fair Value Measurement Method. SFAS No. 156 is
      effective as of the beginning of an entity’s first fiscal year that begins after
      September 15, 2006. The Company is currently reviewing the effect, if any,
      that
      this new pronouncement will have on its financial statements.




F-11





In
      June
      2006, the FASB issued SFAS Board Interpretation No. 48, “ *Accounting
      for Uncertainty in Income Taxes - an Interpretation of FASB statement No.
      109* ”
(“FIN
      48”), which clarifies the accounting for uncertainty in income taxes recognized
      in an enterprise’s financial statements in accordance with FASB No. 109. The
      interpretation prescribes a recognition threshold and measurement attribute
      for
      the financial statement recognition and measurement of a tax position taken
      or
      expected to be taken in a tax return. This interpretation also provides guidance
      on derecognition, classification, interest and penalties, accounting in interim
      periods, disclosure, and transition. FIN 48 is effective for fiscal years
      beginning after December 15, 2006. Earlier application of the provisions of
      FIN
      48 is encouraged if the enterprise has not yet issued financial statements,
      including interim financial statements, in the period this Interpretation is
      adopted. The Company is currently reviewing the effect, if any, that this new
      guidance with have on its financial statements.





In
      September 2006, the FASB issued SFAS No. 157, “ *Fair
      Value Measurements* .”
This
      statement defines fair value, establishes a framework for measuring fair value
      in generally accepted accounting principles, and expands disclosure about fair
      value measurements. This statement applies under other accounting pronouncements
      that require or permit fair value measurement, the FASB having previously
      concluded in those accounting pronouncement that fair value is the relevant
      measurement attribute. This statement does not require any new fair value
      measurements. However, for some entities, the application of the statement
      will
      change current practice. This statement is effective for financial statements
      issued for fiscal years beginning after November 15, 2007, and interim periods
      within those fiscal years. The Company is currently reviewing the effect, if
      any, that this new pronouncement will have on its financial
      statements.





In
      September 2006, the FASB issued SFAS No. 158, “ *Employers’
      Accounting for Defined Benefit Pension and Other Postretirement Plans - an
      amendment of FASB Statements No. 87, 88, 106 and 132(R)* .”
This
      statement improves financial reporting by requiring an employer to recognize
      the
      overfunded or underfunded status of a defined benefit postretirement plan (other
      than a multi-employer plan) as an asset or liability in its statement of
      financial position and to recognize changes in that funded status in the year
      in
      which the changes occur through comprehensive income of a business entity or
      changes in unrestricted net assets for a not-for-profit organization. This
      statement also improves financial reporting by requiring an employer to measure
      the funded status of a plan as of the date of its year-end statement of
      financial position, with limited exceptions. The Company does not expect the
      adoption of this pronouncement to have a material impact on its financial
      statements.




F-12


**Item
      8. Changes In and Disagreements with Accountants on Accounting and Financial
      Disclosure.**





Davis
      Accounting Group P.C. is our registered independent auditor. There have not
      been
      any changes in or disagreements with accountants on accounting and financial
      disclosure or any other matter.





**Item
      8A. Controls and Procedures** .





**Evaluation
      of Disclosure Controls and Procedures**





Our
      disclosure controls and procedures are designed to ensure that information
      required to be disclosed in reports that we file or submit under the Securities
      Exchange Act of 1934 is recorded, processed, summarized and reported within
      the
      time periods specified in the rules and forms of the United States Securities
      and Exchange Commission. Our principal executive officer, principal financial
      officer, and principal accounting officer have reviewed the effectiveness of
      our
      "disclosure controls and procedures" (as defined in the Securities Exchange
      Act
      of 1934 Rules 13a-14(c) and 15d-14(c)) within the end of the period covered
      by
      this Annual Report on Form 10-KSB and have concluded that the disclosure
      controls and procedures are effective to ensure that material information
      relating to the Company is recorded, processed, summarized, and reported in
      a
      timely manner. There were no significant changes in our internal controls or
      in
      other factors that could significantly affect these controls subsequent to
      the
      last day they were evaluated by our principal executive officer, principal
      financial officer, and principal accounting officer.





**Changes
      in Internal Controls over Financial Reporting**





There
      have been no changes in the Company's internal control over financial reporting
      during the last quarterly period covered by this report that have materially
      affected, or are reasonably likely to materially affect, the Company's internal
      control over financial reporting.





**Item
      8B. Other Information.**





None.





**PART
      III**





**Item
      9. Directors, Executive Officers, Promoters , Control Persons and Corporate
      Governance; Compliance With Section 16(a) of the Exchange
      Act.**





**Directors,
      Executive Officers, Promoters, and Control Persons**





Each
      director of our Company serves for a term of one year or until the successor
      is
      elected at the Company's annual shareholders' meeting and is qualified, subject
      to removal by the Company's shareholders. Each officer serves, at the pleasure
      of the board of directors, for a term of one year and until the successor is
      elected at the annual meeting of the board of directors and is qualified.




26





Set
      forth
      below is the name, age, present principal occupation or employment, and material
      occupations, positions, offices or employments for the past five years of our
      current directors and executive officers.





Name
                and Business Address
            
            Age
            
            PositionHaim
                Perlstein
              811
                Chicago Avenue
              Suite
                803
              Evanston,
                IL 60022
            
            61
            
            President,
                Treasurer, and DirectorChaim
                Limor
              811
                Chicago Avenue
              Suite
                803
              Evanston,
                IL 60022
            
            58
            
            Secretary
                and Director





Haim
      Perlstein has been our director and our President and Treasurer since our
      inception in October 2006. Mr. Perlstein has been a business and managing
      partner of several Chicago area long-term care facilities. He has over 30 years
      of management experience, 29 of which have been in financial and operations
      management of long-term care facilities. His extensive experience has
      contributed to his vision of elderly care. From 1990-2006 Mr. Perlstein served
      as the Executive Director of Future Associates an investment and management
      company that is involved in ownership and management of nursing home facilities.
      From 1988-1990 Mr. Perlstein was a managing partner and administrator of the
      Royal Terrace Nursing Home. From 1980-1988 he was the Executive Director of
      the
      Northwest Home for the Aged. From 1978-1980 he was the Administrator of the
      Sherwyn Manor and prior to this from 1976-1978 he was a manager at the
      Blackstone Hotel; from 1973-1976 he was a nursing home administrator for the
      Wilton House. Under his leadership, one of the facilities managed by Mr.
      Perlstein, was acknowledged by the State of Illinois as a standard for
      excellence in care. In 1988 he received the Governor of Illinois Award for
      Administration. His working knowledge of long-term care operations has
      contributed to his success in retooling management practices. He has managed
      to
      improve resident care services and regulatory compliance in decertified
      facilities. He holds an Illinois Administrator License # 044-2212.





Chaim
      Limor has been our director and secretary since our inception in October 2006.
      Mr. Limor is an entrepreneur with over 30 years of managerial and start up
      business experience. He has successfully launched several businesses. Mr. Limor
      currently owns and manages My Travel Agent, a successful full service travel
      agency in Illinois. The company has two offices. Mr. Limor brings with him
      managerial and organizational experience as well as the ability to operate
      in a
      start up environment. From 1976 to 1982, Mr. Limor was the owner and operator
      of
      a travel company in Israel, 'Misholim, specialized in organizing tours and
      vacation packages to tourists. From 1982 to 1986, he was the regional manager
      for a travel company in Chicago specializing in organizing tours and vacation
      packages to vacation destinations such as Hawaii and Mexico. He also was
      involved in negotiating charter flights, commission agreements and preferred
      supplier to travel agent relationships. From 1986 to 1990, Mr. Limor was Vice
      President, Product Development, of Aviv Tours, which specialized in religious
      tours. Since 1990, he has been the owner and operator of My Travel Agent, a
      retail travel agency with two locations as well as a travel wholesale company.




27





There
      are
      no family relationships among our directors and officers. None of our directors
      or officers is a director in any other reporting companies. None of our
      directors or officers has been affiliated with any company that has filed for
      bankruptcy within the last five years. We are not aware of any proceedings
      to
      which any of our officers or directors, or any associate of any such officer
      or
      director, is a party adverse to us or any of our subsidiaries or has a material
      interest adverse to us or any of our subsidiaries.





**Audit
      Committee; Financial Expert**





The
      Board
      of Directors has not established an audit committee and does not have an audit
      committee financial expert. The Board is of the opinion that an audit committee
      is not necessary since the Company has only two directors and to date, such
      directors have been performing the functions of an audit committee.





**Code
      of Ethics**





The
      Company has not yet adopted a Code of Ethics because it has only two directors
      and officers.





**Compliance
      with Section 16(a) of the Exchange Act**





Section
      16(a) of the Exchange Act requires our executive officers, directors and persons
      who beneficially own more than 10% of our common stock, the class of our equity
      securities, to file with the SEC initial reports of beneficial ownership and
      reports of changes in ownership of our common stock. Reporting persons are
      required under SEC rules to furnish us with copies of all Forms 3, 4 and 5
      which
      they file. During the fiscal year ended December 31, 2006, all required reports
      were filed.





**Item
      10. Executive Compensation.**





**Summary
      Compensation**





Since
      our
      incorporation on October 3, 2006, Haim Perlstein has been our President,
      Treasurer, and Director, and none of our other officers has earned compensation
      exceeding $100,000 per year. During the period from inception (October 3, 2006)
      to December 31, 2006, no compensation was paid to Mr. Perlstein, except that
      on
      October 5, 2006, we issued to Mr. Perlstein 2,200,000 shares of our common
      stock. Such shares were issued to Mr. Perlstein as compensation for his time,
      efforts and services in connection with the founding of our company. Our board
      of directors determined that those services had a value of $2,200. The officers
      and directors of our Company do not intend to receive cash remuneration or
      salaries for their efforts unless and until our business operations are
      successful, at which time salaries and other remuneration will be established
      by
      the Board of Directors, as appropriate.




28





We
      have
      no employment agreements with any of our directors or executive officers. During
      the fiscal year ended December 31, 2006, no stock options or stock appreciation
      rights were granted to any of our directors or executive officers, none of
      our
      directors or executive officers exercised any stock options or stock
      appreciation rights, and none of them held unexercised stock options as of
      December 31, 2006. We have no long-term incentive plans.




The
      following table sets forth information concerning the compensation paid or
      earned during the fiscal year ended December 31, 2006 for services rendered
      to
      our company in all capacities by our principal executive officer and any officer
      with total compensation over $100,000 per year.


**SUMMARY
                  COMPENSATION TABLE**
  Name
                  and principal position
              
              Year
              
              Salary
                  ($)
              
              Bonus
                  ($)
              
              Stock
                  Awards ($)
              
              Option
                  Awards ($)
              
              Non-Equity
                  Incentive Plan Compensation ($)
              
              Nonqualified
                  Deferred Compensation Earnings
                ($)
              
              All
                  Other Compensation ($)
              
              Total
                  ($)(a)
              
              (b)
              
              (c)
              
              (d)
              
              (e)
              
              (f)
              
              (g)
              
              (h)
              
              (i)
              
              (j)Haim
                  Perlstein(1)
              
              
              2006
              
              
              0
              
              
              0
              
              
              2,200
              (2)
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              2,200
              (2)





(1) Haim
      Perlstein has been our President, Treasurer, and Director since our
      incorporation on October 3, 2006.




(2) On
      October 5, 2006, by action taken by our board of directors, we issued 2,200,000
      shares of our common stock to Mr. Perlstein in consideration for his time,
      efforts and services in connection with the founding of our company. Our Board
      of Directors valued those services at $2,200.





**Outstanding
      Equity Awards**





As
      of
      December 31, 2006, none of our directors or executive officers held unexercised
      options, stock that had not vested, or equity incentive plan
      awards.





29




**Compensation
      of Directors**





Since
      our
      incorporation on October 3, 2006, Haim Perlstein and Chaim Limor have been
      our
      sole directors. On October 5, 2006, we issued to Mr. Perlstein 2,200,000 shares
      of our common stock as compensation for his time, efforts and services in
      connection with the founding of our company. Our board of directors determined
      that those services had a value of $2,200. On October 5, 2006, we issued to
      Mr.
      Limor 800,000 shares of our common stock as compensation for his time, efforts
      and services in connection with the founding of our company. Our board of
      directors determined that those services had a value of $800. No other
      compensation was paid to our directors during the period from our inception
      (October 3, 2006) through December 31, 2006.





The
      following table sets forth information concerning the compensation paid to
      or
      earned by our directors during the fiscal year ended December 31, 2006.


DIRECTOR
                  COMPENSATION
  Name
              
              Fees
                  Earned or Paid in Cash
                ($)
              
              Stock
                  Awards ($)
              
              Option
                  Awards ($)
              
              Non-Equity
                  Incentive
                Plan
                  Compensation
                ($)
              
              Non-Qualified
                  Deferred Compensation Earnings
                ($)
              
              All
                Other
                  Compensation ($)
              
              Total
                  ($)(a)
              
              (b)
              
              (c)
              
              (d)
              
              (e)
              
              (f)
              
              (g)
              
              (j)Haim
                  Perlstein
              
              
              0
              
              
              2,200
              (1)
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              2,200
              (1)Chaim
                  Limor
              
              
              0
              
              
              800
              (2)
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              800
              (2)





(1)
      On
      October 5, 2006, by action taken by our board of directors, we issued 2,200,000
      shares of our common stock to Mr. Perlstein in consideration for his time,
      efforts and services in connection with the founding of our company. Our Board
      of Directors valued those services at $2,200.





(2)
      On
      October 5, 2006, by action taken by our board of directors, we issued 800,000
      shares of our common stock to Mr. Limor in consideration for his time, efforts
      and services in connection with the founding of our company. Our Board of
      Directors valued those services at $800.





**Item
      11. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.**





The
      following table lists, as of March 29, 2007, the number of shares of our common
      stock that are beneficially owned by (i) each person or entity known to us
      to be
      the beneficial owner of more than 5% of the outstanding common stock; (ii)
      each
      of our officers and directors; and (iii) all of our officers and directors
      as a
      group. Information relating to beneficial ownership of common stock by our
      principal shareholders and management is based upon information furnished by
      each person using “beneficial ownership” concepts under the rules of the
      Securities and Exchange Commission. Under these rules, a person is deemed to
      be
      a beneficial owner of a security if that person has or shares voting power,
      which includes the power to vote or direct the voting of the security, or
      investment power, which includes the power to vote or direct the voting of
      the
      security. The person is also deemed to be a beneficial owner of any security
      of
      which that person has a right to acquire beneficial ownership within 60 days.
      Under the Securities and Exchange Commission rules, more than one person may
      be
      deemed to be a beneficial owner of the same securities, and a person may be
      deemed to be a beneficial owner of securities as to which he or she may not
      have
      any pecuniary beneficial interest. Except as noted below, each person has sole
      voting and investment power.




30





The
      percentages below are calculated based on 4,250,000 shares of our common stock
      issued and outstanding as of March 29, 2007. We do not have any outstanding
      options, warrants or other securities exercisable for or convertible into shares
      of our common stock. Unless otherwise indicated, the address of each person
      listed is c/o Best Care, Inc. 811 Chicago Avenue, Suite 803, Evanston, Illinois
      60022.





Name
                and Address of Beneficial Owner
            
            Title
                of Class
            
            Amount
                and Nature of Beneficial Ownership
            
            Percent
                of ClassHaim
                Perlstein(1)
            
            
            Common
                Stock
            
            
            2,200,000
            
            
            51.8
            %Chaim
                Limor(2)
            
            
            Common
                Stock
            
            
            800,000
            
            
            18.8
            %Directors
                and Officers as a Group (2 persons)
            
            
            
            
            
            3,000,000
            
            
            70.6
            %







(1) Our
      President, Treasurer, and Director




(2) Our
      Secretary and Director





**Item
      12. Certain Relationships and Related Transactions, and Director
      Independence.**





**Certain
      Relationships and Related Transactions**





On
      October 5, 2006, by action taken by our board of directors, we issued 2,200,000
      shares of our common stock to Haim Perlstein, our President, Treasurer, and
      Director, in consideration for services previously rendered in the amount of
      $2,200. The shares were issued under Section 4(2) of the Securities Act of
      1933,
      as amended, and/or Regulation D promulgated by the Securities and Exchange
      Commission.




31





On
      October 5, 2006, by action taken by our board of directors, we issued 800,000
      shares of our common stock to Chaim Limor, our Secretary and Director, in
      consideration for services previously rendered in the amount of $800. The shares
      were issued under Section 4(2) of the Securities Act of 1933, as amended, and/or
      Regulation D promulgated by the Securities and Exchange Commission.





Since
      our
      inception, October 3, 2006, we have been leasing our office space located at
      811
      Chicago Avenue, Suite 803, Evanston, Illinois 60022, from Haim Perlstein, who
      is
      a director and an officer of our company, on a month-to-month basis at the
      rate
      of $200 per month.





As
      of
      December 31, 2006, a loan from Haim Perlstein, our President, Treasurer, and
      Director, amounted to $575. The loan was provided for working capital purposes,
      and is unsecured, non-interest bearing, and has no terms for repayment.





**Director
      Independence**





We
      are
      not subject to listing requirements of any national securities exchange or
      national securities association and, as a result, we are not at this time
      required to have our board comprised of a majority of “independent directors.”
We do not believe that any of our directors currently meet the definition of
      “independent” as that term is defined by the rules and regulations of the
      American Stock Exchange or any other national securities exchange.





**Item
      13. Exhibits.**





Exhibit
            
            Description3.1
            
            Our
                Articles of Incorporation, incorporated by reference herein from
                Exhibit
                3.1 to our Registration Statement on Form SB-2 (Registration No.
                333-139564) filed with the Securities and Exchange Commission on
                December
                21, 20063.2
            
            Our
                By-Laws, incorporated by reference herein from Exhibit 3.2 to our
                Registration Statement on Form SB-2 (Registration No. 333-139564)
                filed
              with
                the Securities and Exchange Commission on December 21,
                20064.1
            
            Specimen
                of our common stock certificate, incorporated by reference herein
                from
                Exhibit 4.1 to our Registration Statement on Form SB-2 (Registration
                No.
                333-139564) filed with the Securities and Exchange Commission on
                December
                21, 200610.1
            
            Form
                of our Regulation S Subscription Agreement, incorporated by reference
                herein from Exhibit 10.2 to our Registration Statement on Form SB-2
                (Registration No. 333-139564) filed with the Securities and Exchange
                Commission on December 21, 200631.1
            
            Certification
                of Principal Executive Officer and Principal Financial Officer pursuant
                to
                Rule 13a-14 of the Securities Exchange Act of 1934




32




31.2
            
            Certification
                of Principal Executive Officer and Principal Financial Officer pursuant
                to
                Rule 13a-14 of the Securities Exchange Act of 193432.1
            
            Certification
                of Principal Executive Officer and Principal Financial Officer pursuant
                to
                Section 906 of the Sarbanes Oxley Act of 2002 (18 U.S.C.
                1350)





**Item
      14. Principal Accountant Fees and Services.**





(1)
      AUDIT
      FEES





The
      aggregate fees billed for the period October 3, 2006 (inception) until December
      31, 2006 for professional services rendered by the principal accountant for
      the
      audit of our annual financial statements included in our Form 10-KSB or services
      that are normally provided by the accountant in connection with statutory and
      regulatory filings or engagements for such period was $7,000.





(2)
      AUDIT-RELATED FEES





The
      aggregate fees billed for the period October 3, 2006 (inception) until December
      31, 2006 for assurance and related services by the principal accountant that
      are
      reasonably related to the performance of the audit or review of our financial
      statements was $0.





(3)
      TAX
      FEES





The
      aggregate fees billed for the period October 3, 2006 (inception) until December
      31, 2006 for professional services rendered by the principal accountant for
      tax
      compliance, tax advice, and tax planning was $0.





(4)
      ALL
      OTHER FEES





The
      aggregate fees billed for the period October 3, 2006 (inception) until December
      31, 2006 for products and services provided by the principal accountant, other
      than the services reported above was $0.





(5)
      PRE-APPROVAL POLICIES AND PROCEDURES





Before
      the accountant is engaged by us to render audit or non-audit services, the
      accountant is nominated and approved by our board of directors.




33


**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized, on March 30, 2007.


Best
              Care,
              Inc.By:
            /s/
              Haim
              PerlsteinName:Haim
              PerlsteinTitle:
              President,
              Treasurer, and Director(Principal
                Executive, Financial and Accounting
                Officer)




In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.





Signature
                and Name
            
            Title:
            
            Date:/s/
                Haim Perlstein
            
            President,
                Treasurer, and Director
            
            March
                30, 2007Haim Perlstein/s/
                Chaim Limor
            
            Secretary
                and Director
            
            March
                30, 2007Chaim
              Limor





34