UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule 14F-1
INFORMATION
STATEMENT PURSUANT TO
SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
RULE 14f-1 THEREUNDER
Best
Care, Inc.
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Nevada
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333-139564
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20-5659065
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(State
of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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No.
A156, Xi Guo Yuan, Yong Shun Village,
Tongzhou
District
Beijing,
P.R. China
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(Address
of principal executive offices)
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(Zip
Code)
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86-773-723
3098
(Company’s
telephone number, including area code)
NO
VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION
WITH THIS INFORMATION STATEMENT. NO PROXIES ARE BEING SOLICITED, AND YOU ARE
REQUESTED
NOT TO SEND THE COMPANY A PROXY.
Best
Care, Inc.
No.
A156,
Xi Guo Yuan, Yong Shun Village
Tongzhou
District
Beijing,
P.R. China
INFORMATION
STATEMENT
Best
Care, Inc. (the “Company”)
anticipates mailing this information statement on or about December 4, 2007,
to
the holders of record of shares of its common stock as of the close of business
on November 30, 2007, pursuant to the requirements of Section 14(f) of the
Securities Exchange Act of 1934 and Rule 14f-1 thereunder.
The
Company is providing you with this information statement for informational
purposes only. Neither the Company nor the board of directors of the Company
(the “Board
of Directors”)
is
soliciting proxies in connection with the items described in this Information
Statement.
The
Company urges you to read this information statement carefully,
but
you are not required to take any action in connection with this information
statement.
You
are
receiving this information statement because the Company plans to:
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Appoint
Jingxue Sun (Chairman), and Xinghua Li as members of the Board
of
Directors;
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Accept
the resignation of Jing Jiang from the Board of
Directors.
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The
above
actions will occur no earlier than 10 days after this information statement
is filed with the Securities and Exchange Commission (the “SEC”)
and
transmitted to you.
SUMMARY
Jing
Jiang acquired approximately 70.6% of the issued
and outstanding shares of common stock of the Company from Haim Perlstein and
Chaim Limor pursuant to the terms and conditions of a stock purchase agreement,
dated as of August 22, 2007 (the “Stock
Purchase Agreement”).
For
your reference, please note that the Company filed a copy of the Stock Purchase
Agreement as exhibit 10.1 to its Current Report on Form 8-K filed with
the SEC on August 27, 2007.
On
October 19, 2007, as previously reported in the Company’s Report on Form 8-K,
filed on October 23, 2007, the Company consummated the 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, CBL, the surviving
corporation, became the Company’s wholly owned subsidiary.
Jing
Jiang tendered an undated resignation from the Company’s Board of Directors and
as an officer of the Company, prior to her resignation, elected Jingxue Sun
as
the new Chairman of the Board of Directors, and also elected Xinghua Li as
director (collectively, the “New Directors”). The New Directors will take office
as directors effective upon the expiration of the statutory ten (10) day waiting
period following the filing by the Company with the SEC, and the transmission
to
the Company’s shareholders, of this Information Statement pursuant to Rule 14f-1
promulgated under the Securities Exchange Act of 1934, as amended, relating
to
the change in control of the Board of Directors occasioned by their election
to
the Board (the “Effective Date”), and the resignation of Jing Jiang will become
effective.
VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting
Securities
As
of
November 30, 2007, 93,442,442 shares of the Company’s common stock were
issued and outstanding. Each share of common stock is entitled to one vote
on
all matters upon which such shares can vote. All shares of common stock are
equal to each other with respect to the election of directors and cumulative
voting is not permitted. There are no preemptive rights.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth certain information, as of November 30, 2007,
concerning shares of common stock of the Company, the only class of its
securities that are issued and outstanding, held by (1) each stockholder known
by the Company to own beneficially more than five percent of the common stock,
(2) each director of the Company, (3) each executive officer of the Company,
and
(4) all directors and executive officers of the Company as a group:
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Name
and Address of Beneficial Owner (1)
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Amount
and
Nature
of
Beneficial
Ownership
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Percentage
of
Common
Stock (2)
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Jing-Xue
Sun
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21,406,186
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22.91
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%
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Ying
Zhang
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14,270,791
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15.27
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%
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Hong-Cai
Sun
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8,027,320
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8.59
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%
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Yi-Xiang
Yu
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5,351,546
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5.73
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%
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Shenzhen
Huayin Guaranty & Investment
Company
Limited
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5,619,124
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6.01
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%
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Jing
Jiang (3)
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3,000,000
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3.21
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%
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Yu
Zhang (4)
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0
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0
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Jianlun
Jing (5)
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0
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0
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Xiangrong
Xie (6)
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0
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0
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All
officers and Directors as a group (4 persons)
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3,000,000
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3.21
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%
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(1) Each
stockholder shown on the table has sole voting and investment power with respect
to the shares beneficially owned by him. Percentages of less than one percent
have been omitted from the table. The address for each of the
individuals/entities listed in the table is as follows: Jing-Xue Sun: #13
Baihuashenchu, Xin Street, Xicheng District, Beijing, China 100022; Ying Zhang:
#13 Baihuashenchu, Xin Street, Xicheng District, Beijing, China 100022; Hong-Cai
Sun: #13 Baihuashenchu, Xin Street, Xicheng District, Beijing, China 100022;
Yi-Xiang Yu: #13 Baihuashenchu, Xin Street, Xicheng District, Beijing, China
100022; Shenzhen Huayin Guaranty & Investment Company Limited: 22nd Floor
No.1 Building, No.2008 Shennan Road, Shenzhen City, China 518026;
Jing Jiang: PO
Box
031-144 Shennan Zhong Road, Shenzhen City, P.R. China 518031; Yu Zhang, Jianlun
Jing and Xiangrong Xie: c/o the Company at No.
A156,
Xi Guo Yuan, Yong Shun Village, Tongzhou District, Beijing, P.R.
China.
This
table is based upon information derived from our stock records. Unless otherwise
indicated in the footnotes to this table and subject to community property
laws
where applicable, each of the shareholders named in this table has sole or
shared voting and investment power with respect to the shares indicated as
beneficially owned.
(2) Calculated
on the basis of 93,442,442 shares of common stock issued and outstanding as
of
November 30, 2007.
(3) Jing
Jiang is the former CEO and CFO of the Company.
(4) Yu
Zhang became CEO of the Company as of November 21, 2007.
(5) Jianlun
Jing became CFO of the Company as of November 21, 2007.
(6) Xiangrong
Xie became Secretary of the Company as of November 21, 2007.
Change
in Control Arrangements
Pursuant
to the Transactions, the CBL Shareholders acquired control of the Company on
the
terms and conditions set forth in the Agreement and Plan of Merger.
Immediately
prior to the closing of the Transaction, Jing Jiang served as members of the
Board of Directors. As contemplated by the Merger Transaction, immediately
following the closing of the Transaction, Jing Jiang tendered an undated
resignation from the Board of Directors, with the understanding that such
resignation would be accepted at a future date, to be determined by the Buyer,
after the closing of the Transaction, and (3) the parties agreed to appoint
the Jingxue Sun as the new Chairman, and also elected Xinghua Li as directors
at
a future date to be determined.
DIRECTORS
AND EXECUTIVE OFFICERS
Directors
and Nominees
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.
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.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a)
of the Securities Exchange Act requires the Company’s officers and directors and
persons who own more than 10% of a registered class of the Company’s equity
securities to file certain reports regarding ownership of, and transactions
in,
the Company’s securities with the SEC. Such officers, directors, and 10%
stockholders are also required by SEC rules to furnish the Company with copies
of all Section 16(a) reports that they file.
Based
solely on its review of such reports furnished to the Company, the Company
believes that its executive officers, directors and more than 10% stockholders
timely filed all Section 16(a) reports required to be filed by them during
the most recent fiscal year, except for the reports due by the Company's
recently appointed officers: Yu Zhang, Jianlun Jing and Xiangrong
Xie.
Certain
Relationships and Related Transactions
There
have not been any transactions, or proposed transactions, during the last two
years, to which the Company was or is to be a party, in which any director
or
executive officer of the Company, any nominee for election as a director, any
security holder owning beneficially more than five percent of the common stock
of the Company, or any member of the immediate family of the aforementioned
persons had or is to have a direct or indirect material interest.
Board
Committees
The
Company does not currently have a standing audit, nominating or compensation
committee of the Board of Directors, or any committee performing similar
functions. The Board of Directors currently performs the functions of audit,
nominating and compensation committees.
Shareholder
Communications
The
Board
of Directors will not adopt a procedure for shareholders to send communications
to the Board of Directors until it has reviewed the merits of several
alternative procedures. The Board of Directors has not adopted a procedure
to
recommend nominees for the Board of Directors.
COMPENSATION
OF DIRECTORS AND EXECUTIVE OFFICERS
Since
inception, the Company has been operated by its Executive Officers and Directors
at no compensation and no compensation has been paid or accrued to date. No
Executive Officer or Director is expected to be paid in excess of $50,000 within
the next twelve (12) months. There are currently no employment contracts with
any Officers or Directors of the Company. The Company has no pension or profit
sharing plan. The Company may change or increase salaries as profits and cash
flow allow; however, there are no present plans to do so.
To
date,
no compensation has been awarded to, earned by or paid to Ms. Jiang, in her
capacity as chief executive officer, chief financial officer and chairman of
the
board of the Company, respectively, nor has any compensation been awarded to,
earned by or paid to the newly appointed executive officers of the Company.
Director
Compensation
The
directors of the Company have not received compensation for their services
as
directors nor have they been reimbursed for expenses incurred in attending
board
meetings.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has
duly
caused this information statement on Schedule 14F-1 to be signed on its
behalf by the undersigned hereunto duly authorized.
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Best
Care, Inc.
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Yu
Zhang
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Chief
Executive Officer
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