SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the
Securities Exchange Act of 1934
Date
of
Report (date of earliest event reported):
November
21, 2007
Best
Care, Inc.
(Exact
Name of Company as Specified in its Charter)
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Nevada
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333-139564
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20-5659065
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State
of
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Commission
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IRS
Employer
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Incorporation
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File
Number
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I.D.
Number
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No.
A156, Xi Guo Yuan, Yong Shun Village
Tongzhou
District
Beijing,
P.R. China
Address
of principal executive offices
Company’s
telephone number: 86-773-723
3098
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Company under any of the following
provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
5.02
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Departure
of Directors or Principal Officers, Election of Directors; Appointment
of
Principal
Officers
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On
October 19, 2007, as previously announced and reported in the Company’s Report
on Form 8-K, filed on October 23, 2007, the Company consummated a “Merger
Transaction”, whereby BCAE Merger Sub, Inc. (“SUB”), a wholly owned subsidiary
of the Company, merged with and into China Baolong Logistic Limited (“CBL”),
pursuant to the terms and conditions of that certain Agreement and Plan of
Merger, dated as of October 19, 2007, by and among the Company, SUB, CBL, and
the shareholders of CBL, as more particularly described in the Company’s Report
on Form 8-K, dated October 23, 2007.
As
a
result of the Merger Transaction, the Company believes that the appointment
of a
new management team would be beneficial to the Company and its shareholders.
Effective
upon the close of business of November 21, 2007. Jing Jiang resigned from her
position as Chief Executive Officer, Chief Financial Officer and Secretary
of
the Company. As Sole Director of the Company, Jing Jiang appointed Yu Zhang
to
the position of Chief Executive Officer, Xiangrong Xie to the position of
Secretary, and Jianlun Jing to the position of Chief Financial Officer (the
“New
Officers”). Such appointments became effective upon the close of business of
November 21, 2007.
On
November 21, 2007 Jing Jiang tendered an undated resignation from the Board
of
Directors of the Company, and appointed Jingxue Sun (Chairman), and Xinghua
Li
to the Board of Directors of the Company, effective 10 days after the Company
has both (1) filed an information statement on Schedule 14F-1 (the "Information
Statement")
with
the Securities and Exchange Commission (the "SEC") and (2) delivered the
Information Statement to the Corporation's stockholders.
Resignation
of Jing Jiang
On
November 21, 2007 Jing Jiang resigned all corporate offices and tendered an
undated resignation as a Director of the Company. There was no disagreement
between Ms. Jiang and the Company in any respects.
Appointment
of Yu Zhang, Jianlun Jing and Xiangrong Xie as Officers
Yu
Zhang (Chief Executive Officer)
Yu
Zhang,
46, graduated from Beijing 171 Middle School, and joined Beijing Baolong
Logistics Company Limited in 1996. Mr. Zhang is responsible for building
relationships with upper-level decision makers, seizing control of critical
problem areas, and delivering on customer commitments.
Mr.
Zhang
does not hold any other directorships with reporting companies in the United
States. There are no family relationships between Mr. Zhang and the directors,
executive officers, or persons nominated or chosen by the Company to become
directors or executive officers. During the last two years, there have been
no
transactions, or proposed transactions, to which the Company was or is to be
a
party, in which Mr. Zhang (or any member of his immediate family) had or is
to
have a direct or indirect material interest. There are no employment agreements
between the Company and Mr. Zhang.
Jianlun
Jing (Chief Financial Officer)
Jianlun
Jing, 47, graduated from Jilin Railway Transportation Economics College in
1980.
Mr. Jing joined Beijing Baolong Logistics Company Limited in 2002.
Mr.
Jing
does not hold any other directorships with reporting companies in the United
States. There are no family relationships between Mr. Jing and the directors,
executive officers, or persons nominated or chosen by the Company to become
directors or executive officers. During the last two years, there have been
no
transactions, or proposed transactions, to which the Company was or is to be a
party, in which Mr. Jing (or any member of his immediate family) had or is
to
have a direct or indirect material interest. There are no employment agreements
between the Company and Mr. Jing.
Xiangrong
Xie (Secretary)
Xiangrong
Xie, 26, graduated from the Economics College of Shijiazhuang. Ms. Xie worked
in
the Human Resources Department of TCL Group since 2003, and joined Beijing
Baolong Logistics Company in 2006.
Ms.
Xie
does not hold any other directorships with reporting companies in the United
States. There are no family relationships between Ms. Xie and the directors,
executive officers, or persons nominated or chosen by the Company to become
directors or executive officers. During the last two years, there have been
no
transactions, or proposed transactions, to which the Company was or is to be
a
party, in which Ms. Xie (or any member of his immediate family) had or is to
have a direct or indirect material interest. There are no employment agreements
between the Company and Ms. Xie.
Appointments
of Jingxue Sun and Xinghua Li as Directors
Jingxue
Sun (Chairman/ Board of Director)
Jingxue
Sun, 43, Chairman and General Manager of Beijing Baolong Logistics Company
Limited, the vice president of Tongzhou District Logistics Association. Mr.
Sun
founded Beijing Baolong Logistics Company in 1996. Mr. Sun is an accomplished
logistics professional with eleven years experience in manufacturing
environments, and has valuable combination of logistics problem solving ability
and management skills.
Mr.
Sun
does not hold any other directorships with reporting companies in the United
States. There are no family relationships between Mr. Sun and the directors,
executive officers, or persons nominated or chosen by the Company to become
directors or executive officers. During the last two years, there have been
no
transactions, or proposed transactions, to which the Company was or is to be
a
party, in which Mr. Sun (or any member of his immediate family) had or is to
have a direct or indirect material interest. There are no employment agreements
between the Company and Mr. Sun.
Xinghua
Li (Director)
Xinghua
Li, 43, has worked at the Public Relations Management Institute at Beijing
University for more than five years and he has been engaged in the logistics
industry for 20 years.
Mr.
Li
does not hold any other directorships with reporting companies in the United
States. There are no family relationships between Mr. Li and the directors,
executive officers, or persons nominated or chosen by the Company to become
directors or executive officers. During the last two years, there have been
no
transactions, or proposed transactions, to which the Company was or is to be
a
party, in which Mr. Li (or any member of his immediate family) had or is to
have
a direct or indirect material interest. There are no employment agreements
between the Company and Mr. Li.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has
duly
caused this Current Report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated:
November 21, 2007
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Best
Care, Inc.
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By:
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/s/
Yu Zhang
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Name:
Yu Zhang
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Title:
Chief Executive Officer
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