**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**





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





For
      the
      quarterly period ended June 30, 2007





**OR**





**o** **TRANSITIONAL
      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.**





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


Phone:
      (847) 224-6999


Facsimile:
      (847) 919-3476


****


Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act of 1934 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 x No o





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





As
      of
      August 13, 2007, 4,250,000 shares of Common Stock, par value $0.001 per share,
      were outstanding.





Transitional
      Small Business Disclosure Format (Check One): Yes o No x










**Table
      of Contents**





PageItem
            
            Description**PART
                I - FINANCIAL INFORMATION**
            
            1Item
                1.
            
            Financial
                Statements
            
            1Item
                2.
            
            Management's
                Discussion and Analysis or Plan of Operation
            
            2Item
                3.
            
            Control
                and Procedures
            
            4**PART
                II - OTHER INFORMATION**
            
            5Item
                1.
            
            Legal
                Proceedings
            
            5Item
                2.
            
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            5Item
                3.
            
            Defaults
                Upon Senior Securities
            
            5Item
                4.
            
            Submission
                of Matters to a Vote of Security Holders
            
            5Item
                5.
            
            Other
                Information
            
            5Item
                6.
            
            Exhibits
            
            5Signatures
            
            6








**PART
      I**


**FINANCIAL
      INFORMATION**





**Item
      1. Financial Statements**


**BEST
        CARE, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **INDEX
        TO FINANCIAL STATEMENTS**
 **JUNE
        30, 2007**
 **(Unaudited)**
  Financial
        Statements-
 
 Balance
                  Sheet as of June 30, 2007
              F-2Statements
                  of Operations for the Three Months and Six Months Ended June 30,
                  2007, and
                  Cumulative from Inception
              F-3Statements
                  of Cash Flows for the Six Months Ended June 30, 2007,and Cumulative
                  from
                  Inception
              F-4Notes
                  to Financial Statements June 30, 2007
              F-5
  1
 
 **BEST
                  CARE, INC.****(A
                  DEVELOPMENT STAGE COMPANY)****BALANCE
                  SHEET (NOTE 2)****AS
                  OF JUNE 30, 2007****(Unaudited)****2007****ASSETS****Current
                  Assets:**Cash
                  in bank
              
              $
              13,115Deposit
              
              
              500Total
                  current assets
              
              
              13,615**Total
                  Assets**
              
              $
              13,615**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****Current
                  Liabilities:**Accounts
                  payable - Trade
              
              $
              457Accrued
                  liabilities
              
              
              4,300Due
                  to stockholder
              
              
              575Total
                  current liabilities
              
              
              5,332Total
                  liabilities
              
              
              5,332**Commitments
                  and Contingencies****Stockholders'
                  Equity:**Preferred
                  stock, par value $.001 per share, 5,000,000 sharesauthorized;
                  no shares issued and outstanding
              
              
              -Common
                  stock, par value $.001 per share, 100,000,000 sharesauthorized;
                  4,250,000 shares issued and outstanding
              
              
              4,250Additional
                  paid-in capital
              
              
              61,250(Deficit)
                  accumulated during the development stage
              
              
              (57,217
              )Total
                  stockholders' equity
              
              
              8,283**Total
                  Liabilities and Stockholders' Equity**
              
              $
              13,615
  The
        accompanying notes to financial statements are
 an
        integral part of this balance sheet.
  F-2
   **BEST
                  CARE, INC.****(A
                  DEVELOPMENT STAGE COMPANY)****STATEMENTS
                  OF OPERATIONS (NOTE 2)****FOR
                  THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2007,
                  AND****CUMULATIVE
                  FROM INCEPTION (OCTOBER 3, 2006)****THROUGH
                  JUNE 30, 2007****(Unaudited)****Three
                  Months**
              
              **Six
                  Months****Ended**
              
              **Ended**
              
              **Cumulative****June
                  30,**
              
              **June
                  30,**
              
              **From****2007**
              
              **2007**
              
              **Inception****Revenues**
              
              $
              -
              
              $
              -
              
              $
              -**Expenses:**General
                  and administrative-Professional
                  fees
              
              
              3,249
              
              
              23,390
              
              
              51,358Officers'
                  compensation paid by issued shares
              
              
              -
              
              
              -
              
              
              3,000Other
              
              
              620
              
              
              1,220
              
              
              2,460Legal
                  fees - Organization costs
              
              
              -
              
              
              -
              
              
              399Total
                  general and administrative expenses
              
              
              3,869
              
              
              24,610
              
              
              57,217**(Loss)
                  from Operations**
              
              
              (3,869
              )
              
              (24,610
              )
              
              (57,217
              )**Other
                  Income (Expense)**
              
              
              -
              
              
              -
              
              
              -**Provision
                  for income taxes**
              
              
              -
              
              
              -
              
              
              -**Net
                  (Loss)**
              
              $
              (3,869
              )
              $
              (24,610
              )
              $
              (57,217
              )**(Loss)
                  Per Common Share:**(Loss)
                  per common share - Basic and Diluted
              
              $
              (0.00
              )
              $
              (0.01
              )**Weighted
                  Average Number of Common Shares****Outstanding
                  - Basic and Diluted**
              
              
              4,250,000
              
              
              4,250,000
  The
        accompanying notes to financial statements are
 an
        integral part of these statements.
  F-3
  **BEST
                  CARE, INC.****(A
                  DEVELOPMENT STAGE COMPANY)****STATEMENTS
                  OF CASH FLOWS (NOTE 2)****FOR
                  THE SIX MONTHS ENDED JUNE 30, 2007, AND****CUMULATIVE
                  FROM INCEPTION (OCTOBER 3, 2006)****THROUGH
                  JUNE 30, 2007****(Unaudited)****Six
                  Months****Ended**
              
              **Cumulative****June
                  30,**
              
              **From****2007**
              
              **Inception****Operating
                  Activities:**Net
                  (loss)
              
              $
              (24,610
              )
              $
              (57,217
              )Adjustments
                  to reconcile net (loss) to net cash(used
                  in) operating activities:Common
                  stock issued for officers' compensation
              
              
              -
              
              
              3,000Changes
                  in assets and liabilities-Deposits
              
              
              (500
              )
              
              (500
              )Accounts
                  payable - Trade
              
              
              (6,910
              )
              
              457Accrued
                  liabilities
              
              
              (300
              )
              
              4,300**Net
                  Cash (Used in) Operating Activities**
              
              
              (32,320
              )
              
              (49,960
              )**Investing
                  Activities:**Cash
                  provided by investing activities
              
              
              -
              
              
              -**Net
                  Cash Provided by Investing Activities**
              
              
              -
              
              
              -**Financing
                  Activities:**Issuance
                  of common stock for cash
              
              
              1,000
              
              
              62,500Due
                  to stockholder
              
              
              -
              
              
              575**Net
                  Cash Provided by Financing Activities**
              
              
              1,000
              
              
              63,075**Net
                  (Decrease) Increase in Cash**
              
              
              (31,320
              )
              
              13,115**Cash
                  - Beginning of Period**
              
              
              44,435
              
              
              -**Cash
                  - End of Period**
              
              $
              13,115
              
              $
              13,115**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,
                  value
                  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-4
  **BEST
        CARE, INC.**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **JUNE
        30, 2007**
 **(Unaudited)**
  **(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 December 2006 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 Registration Statement on Form SB-2 was declared
        effective on January 5, 2007. The Company did not receive any proceeds from
        this
        registration activity as the shares of common stock were sold by selling
        stockholders.
  *Unaudited
        Interim Financial Statements*
 
 The
        interim financial statements of the Company as of June 30, 2007, and for
        the
        periods ended June 30, 2007, and cumulative from inception, are unaudited.
        However, in the opinion of management, the interim financial statements include
        all adjustments, consisting only of normal recurring adjustments, necessary
        to
        present fairly the Company’s financial position as of June 30, 2007, and the
        results of its operations and its cash flows for the periods ended June 30,
        2007, and cumulative from inception. These results are not necessarily
        indicative of the results expected for the calendar year ending December
        31,
        2007. The accompanying financial statements and notes thereto do not reflect
        all
        disclosures required under accounting principles generally accepted in the
        United States. Refer to Best Care’s audited financial statements contained in
        its Annual Report on Form 10-KSB as of December 31, 2006, for additional
        information, including significant accounting policies.
 
 *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.
  F-5
 
 **BEST
        CARE, INC.**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **JUNE
        30, 2007**
 **(Unaudited)**
  *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 June 30, 2007.
 
 *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 June 30, 2007, 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.
  F-6
 **BEST
          CARE, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **JUNE
          30, 2007**
 **(Unaudited)**
 *Concentration
        of Risk*
 
 As
        of
        June 30, 2007, the Company maintained its cash account at one commercial
        bank.
        The balance in the account was subject to FDIC coverage.
  *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 June 30, 2007, and expenses for the period ended June 30,
        2007, 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 from inception through June 30, 2007, 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 also completed in December 2006 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 Registration Statement on Form
        SB-2
        was declared effective on January 5, 2007. The Company did not receive any
        proceeds from this registration activity as the shares of common stock were
        sold
        by selling stockholders. 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-7
 **BEST
          CARE, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **JUNE
          30, 2007**
 **(Unaudited)**
 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 June 30, 2007,
        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
        June 30, 2007, 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 March 31, 2007, raised cash proceeds of
        $62,500.
 
 **(5)**  **Income
        Taxes**
 
 The
        provision (benefit) for income taxes for the periods ended June 30, 2007,
        was as
        follows (assuming a 15% effective tax rate):
   **Three
                  Months**
              
              **Six
                  Months****Ended**
              
              **Ended****June
                  30,**
              
              **June
                  30,****2007**
              
              **2007**Current
                  Tax Provision:Federal-Taxable
                  income
              
              $
              -
              
              $
              -Total
                  current tax provision
              
              $
              -
              
              $
              -Deferred
                  Tax Provision:Federal-Loss
                  carryforwards
              
              $
              580
              
              $
              3,692Change
                  in valuation allowance
              
              
              (580
              )
              
              (3,692
              )Total
                  deferred tax provision
              
              $
              -
              
              $
              -
 
 F-8
 **BEST
          CARE, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **JUNE
          30, 2007**
 **(Unaudited)**
 The
        Company had deferred income tax assets as of June 30, 2007, as
        follows:
  **2007**Loss
                  carryforwards
              
              $
              8,582Less
                  - Valuation allowance
              
              
              (8,582
              )Total
                  net deferred tax assets
              
              $
              -
  The
        Company provided a valuation allowance equal to the deferred income tax assets
        for the period ended June 30, 2007, because it is not presently known whether
        future taxable income will be sufficient to utilize the loss
        carryforwards.
 
 As
        of
        June 30, 2007, the Company had approximately $57,200 in tax loss carryforwards
        that can be utilized in future periods to reduce taxable income, and expire
        in
        various periods through the year 2027.
 
 **(6)**  **Related
        Party Transactions**
 
 As
        described in Note 3, as of June 30, 2007, 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 June 30, 2007,
        the
        Company had accrued $1,800 in office rent expense related to the
        lease.
  F-9
 **BEST
          CARE, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **JUNE
          30, 2007**
 **(Unaudited)**
 **(7)**  **Recent
        Accounting Pronouncements**
 
 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 management of the Company does not believe that this new
        pronouncement will have a material impact 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 management of the Company does not believe
        that
        this new pronouncement will have a material impact 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 management of the Company
        does
        not believe that this new pronouncement will have a material impact on its
        financial statements.
  F-10
 **BEST
          CARE, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **JUNE
          30, 2007**
 **(Unaudited)**
 In
        February 2007, the FASB issued SFAS No. 159, " *The
        Fair Value Option for Financial Assets and Financial Liabilities - Including
        An
        Amendment of FASB Statement No. 115* ,"
        which
        permits entities to measure many financial instruments and certain other
        items
        at fair value that are not currently required to be measured at fair value.
        An
        entity would report unrealized gains and losses on items for which the fair
        value option has been elected in earnings at each subsequent reporting date.
        The
        objective is to improve financial reporting by providing entities with the
        opportunity to mitigate volatility in reported earnings caused by measuring
        related assets and liabilities differently without having to apply complex
        hedge
        accounting provisions. The decision about whether to elect the fair value
        option
        is applied instrument by instrument, with a few exceptions; the decision
        is
        irrevocable; and it is applied only to entire instruments and not to portions
        of
        instruments. SFAS No. 159 requires disclosures that facilitate comparisons
        (a)
        between entities that choose different measurement attributes for similar
        assets
        and liabilities and (b) between assets and liabilities in the financial
        statements of an entity that selects different measurement attributes for
        similar assets and liabilities. SFAS No. 159 is effective for financial
        statements issued for fiscal years beginning after November 15, 2007. Early
        adoption is permitted as of the beginning of a fiscal year provided the entity
        also elects to apply the provisions of SFAS No. 157. Upon implementation,
        an
        entity shall report the effect of the first re-measurement to fair value
        as a
        cumulative-effect adjustment to the opening balance of retained earnings.
        Since
        the provisions of SFAS No. 159 are applied prospectively, any potential impact
        will depend on the instruments selected for fair value measurement at the
        time
        of implementation. The management of the Company does not believe that this
        new
        pronouncement will have a material impact on its financial
        statements.
  F-11




**Item
      2. Management's Discussion and Analysis or Plan of Operations**





As
      used
      in this Form 10-QSB, references to the "Company," "Best Care," "we," “our” or
      "us" refer to Best Care, Inc. unless the context otherwise indicates.





This
      Management’s Discussion and Analysis or Plan of Operations should be read in
      conjunction with the financial statements and the notes thereto included
      elsewhere in this report and with the Management's Discussion and Analysis
      or
      Plan of Operations and the financial statements and the notes thereto included
      in our Annual Report on Form 10-KSB for the year ended December 31, 2006.





**Forward-Looking
      Statements**





This
      Management’s Discussion and Analysis or Plan of Operations contains
      forward-looking statements within the meaning of Section 27A of the Securities
      Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
      1934,
      as amended. These forward-looking statements are based on current expectations,
      estimates, forecasts and projections about us, our future performance, the
      industry in which we operate, our beliefs and our management’s assumptions. In
      addition, other written or oral statements that constitute forward-looking
      statements may be made by us or on our behalf. Words such as “expects,”
“anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,”
“seeks,” “estimates,” variations of such words and similar expressions are
      intended to identify such forward-looking statements. These statements are
      not
      guarantees of future performance and involve certain risks, uncertainties and
      assumptions that are difficult to assess. Therefore, actual outcomes and results
      may differ materially from what is expressed or forecasted in such
      forward-looking statements.





For
      a
      description of such risks and uncertainties refer to our Registration Statement
      on Form SB-2 (Registration No. 333-139564) filed with the Securities and
      Exchange Commission on December 21, 2006. Except as required under the federal
      securities laws and the rules and regulations of the Securities and Exchange
      Commission, we do not have any intention or obligation to update publicly any
      forward-looking statements or risk factors included herein, whether as a result
      of new information, future events, changes in assumptions or otherwise.





**Plan
      of Operation**





We
      have
      not had any revenues since our inception on October 3, 2006, and we are a
      development stage company. 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.





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. We will consider the following two main
      options in opening the first unit:





(1)
      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.




2





(2)
      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 patients. Our
      President has extensive experience in the field and has advised several nursing
      home facilities on their 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
      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:





(1)
      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; or





(2)
      Taking Over An 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





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. 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 United States and in certain
      overseas locations.




3





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 franchisees
      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 June 30, 2007 we
      had
      approximately $13,115 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.





**Going
      Concern Consideration**





Our
      independent auditors included an explanatory paragraph in their report on the
      audited financial statements for the period ended December 31, 2006 regarding
      concerns about our ability to continue as a going concern. Our audited and
      interim 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.





**Item
      3.****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 and financial officer has
      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))
      as
      of the end of the period covered by this report and has 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 and
      financial officer.




4





**Changes
      in Internal Controls**





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.





**PART
      II**


**OTHER
      INFORMATION**





**Item
      1.  Legal Proceedings**





There
      are
      no pending legal proceedings to which the Company is a party or in which any
      director, officer or affiliate of the Company, any owner of record or
      beneficially of more than 5% of any class of voting securities of the Company,
      or security holder is a party adverse to the Company or has a material interest
      adverse to the Company. The Company’s property is not the subject of any pending
      legal proceedings.





**Item
      2.****Unregistered
      Sales of Equity Securities and Use of Proceeds**





None.





**Item
      3.****Defaults
      upon Senior Securities**





None.





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





There
      was
      no matter submitted to a vote of security holders during the fiscal quarter
      ended June 30, 2007.





**Item
      5.****Other
      Information**





None.





**Item
      6.****Exhibits**





ExhibitNumber
            
            Description31.1
            
            Certification
                pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
            
            Certification
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





5


**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      duly caused this quarterly report on Form 10-QSB to be signed on its behalf
      by
      the undersigned thereunto duly authorized.


BEST
                CARE, INC.Date:
                August 13, 2007
            By:
            /s/ Haim
                PerlsteinName:
                Haim Perlstein
              Title:
                President, Treasurer, and Director (Principal Executive, Financial,
                and
                Accounting Officer)




6