U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

(Mark  One)
[X]     ANNUAL  REPORT  PURSUANT  SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT  OF  1934.  For  the  fiscal  year  ended  December  31,  2001.

[ ]     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  0-21384
                                                --------

                           KAIRE HOLDINGS INCORPORATED
                           ---------------------------
                 (Name of small business issuer in its charter)

                           KAIRE HOLDINGS INCORPORATED
                           ---------------------------
                 (Name of small business issuer in its charter)

Delaware                                8980                       13-3367421
--------------------------------------------------------------------------------
(State or other jurisdiction of  (Primary Standard Industrial    (I.R.S.
incorporation  or  organization)  Classification  Code  Number)  employer
                                                                 identification
                                                                 number)





1429  S.  Robertson  Blvd.,  Los  Angeles,  CA                             90035
--------------------------------------------------------------------------------
(Address  of  Principal  Executive  Offices)                         (Zip  Code)


       Registrant's Telephone number, including area code: (310) 273-5181

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

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  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  ___
                                              -

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
Regulation  S-B  is not contained herein, and will not 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.  ____

The  issuer  had  revenues of $15,862,690 for the fiscal year ended December 31,
                              -----------
2001.

The  aggregate  market  value  of  the  voting  stock  held by non-affiliates on
December  31,  2001 was approximately $ 1,058,407based on the average of the bid
                                       ----------
and  asked prices of the issuer's common stock in the over-the-counter market on
such  date  as  reported  by  the  OTC Bulletin Board.  As of December 31, 2001,
277,041,071  shares  of  the  issuer's  Common  Stock  were  outstanding.
    -------

                       DOCUMENTS INCORPORATED BY REFERENCE

The  Company's  report  on  Form  S-8  dated  December  19,  2001:  Part  III
The  Company's  Proxy  to  security  holders  dated  December 17, 2001: Part III
The  Company's  report  on  Form  8-K  dated  November  13,  2001: Items 6 and 7
The  Company's  report  on  Form  S-8  dated  May  25,  2001:  Part  III
The  Company's  report  on  Form  8-K  dated  June  22,  2000:  Items  6  and  7
The  Company's  report  on  Form  S-8  dated  May  26,  2000:  Part  III
The  Company's  report  on  Form  S-8  dated  February  11,  2000:  Part  III
The  Company's  report  on  Form  8-K  dated  April  8,  1999:  Items  6  and  7
The  Company's  report  on  Form  S-8  dated  March  19,  1999:  Part  II

Transitional  Small  Business  Disclosure  Format     Yes     No  X
                                                                 --


<PAGE>
                                     PART I

ITEM  1.          DESCRIPTION  OF  BUSINESS

General  Business  Development
------------------------------


Kaire  Holdings,  Incorporated  ("Kaire"), formerly known as Interactive Medical
Technologies  Ltd.  ("IMT"),  was  incorporated  in  Delaware  in  1986.

On  February  19,  1998,  we  did  the  following  three  things:

1.  We  changed  the  name  of  the  Company  to  Kaire  Holdings,  Inc. from
    Interactive  Medical  Technologies,  Ltd.;
2.  We  changed  our  NASDAQ  OTCBB  symbol  to  "KAHI"  from  "NONI";  and
3.  We reverse split our common stock at a ratio of seventy-five (75) to one(1).

From 1986 through May of 1999, Kaire's business operations consisted of the sale
of  EZ-TRAC  non-radioactive  diagnostic  imaging  microspheres  along  with the
companion  Investigator  Partner  Service  (IPS)  that  provided  quantitative
laboratory  analysis  to  customers  who use the EZ-Trac microsphere products in
their  research  studies.  Customers  included  private  and government research
facilities,  academic centers, and hospitals engaged in the study regional blood
flow  under  laboratory conditions. The majority of customers relied on research
grants  to  fund their blood flow studies, which ultimately limited the size and
opportunity  of  that  market.

In May 1999, we changed our business based on a decision to refocus our business
on larger consumer driven markets that would provide more opportunity for Kaire.
That  month,  we  opened  an  e-commerce consumer health oriented business named
VitaPlanet.com,  which  marketed  over  the  counter  herbal  and natural health
products  through  the  Internet.  During  the  months from May 1999 to November
1999,  we  developed  and  expanded  our  web  site.  In  November  of  1999,
VitaPlanet.com was renamed YesRx.com and re-launched as a full e-commerce online
pharmacy  and  drugstore  providing  specialized pharmacy care, over-the-counter
health  and  wellness  and  personal  care  products to targeted segments of the
senior  health  care market.  In January 2001, we refocused our efforts from the
unprofitable e-commerce operations to focusing on providing specialized pharmacy
care  to  HIV  patients  through  our  new  Health  Advocate  Program  ("HAP").

In  May of 2000, we signed a letter of intent with Stason Pharmaceuticals USA, a
pharmaceutical  company  that  specializes  in  product development, pilot scale
production,  technology  transfer  and  management  of technical information and
resources  for  the development of prescription drugs in solid form. This led to
the merging and relocating of our EZ-TRAC/IPS laboratory business with a similar
business  of  Stason's.  In January 2001, we finalized the agreement with Stason
USA  and  subsequently formed the new Stason Bio-Tech entity, which contains the
merged  laboratory  businesses.

In  June of 2000, we acquired Los Angeles-based Classic Care, Inc., (dba Classic
Care  Pharmacy).  Classic  Care  provides  specialized pharmacy care services to
retired  persons  living  in extended care facilities throughout Los Angeles and
Orange  Counties  in  California.

In  July  2000,  we  acquired  the  rights to the domain name "NetFame.com."  We
purchased  the  Netfame.com  domain  address with the intention of developing an
interactive  online  exchange  to  facilitate  communication between the planned
subscriber base consisting of emerging actors, models, and musicians, and a pool
of  established  industry agents.  We have terminated the NetFame.com operations
in  accordance with its our plan to focus on providing specialized pharmacy care
to  select  disease  communities.

Also,  in November 2000, we launched our "Health Advocate Program" ("HAP").  The
HAP  provides  specialized  pharmacy  care,  health  and disease information and
education,  and individual patient counseling along with customizable medication
compliance  program  for  HIV  patients.

On November 1, 2001, we entered into an agreement with the original Classic Care
owners  to settle the amounts due from us for the purchase of Classic Care, Inc.
The settlement agreement with the original Classic Care shareholders facilitated
the spin-off of the Classic Care, Inc.  Stockholder approval of this transaction
was  received  on  January  31,  2002  at  the  annual  shareholder's  meeting.

Business  of  Kaire  Holdings  Incorporated
-------------------------------------------

Headquartered  in  Los  Angeles,  California,  we  provide  specialized pharmacy
services  and products to defined markets that include HIV patients and seniors.
Our  products and services are highly specialized and honed to meet the specific
needs  of  our  target  markets.

Kaire  principally  has  interests  in  three  companies:

1.     YesRx
2.     Classic  Care,  Inc.
3.     Stason  Biotech

YesRx:
------

YesRx.com  began  operations in November 1999 as an Internet based pharmacy that
provided  a full range of  pharmacy services combined with  drug store products,
and  extensive  health  related  information  and content directed at the senior
market  segment  through  our  YesRx.com  website.

YesRx.com e- commerce operations have been scaled back and were deminimis during
2001.

Classic  Care,  Inc.  (dba  Classic  Care  Pharmacy):
-----------------------------------------------------

In  1997,  Classic  Care,  Inc., ("Classic Care") Pharmacy began operations as a
provider of specialized pharmacy care for retired seniors located throughout Los
Angeles  and  Orange  Counties  in  California.  Classic  Care  serves  southern
California  facilities  in  Los  Angeles,  Hollywood, Long Beach, Ventura, North
Hollywood, Van Nuys, Reseda, Oxnard and other locations.  Services include daily
delivery  of  pharmaceutical  and medical supply needs and management of patient
insurance  billing claims.   Classic Care also serves as the primary fulfillment
center  for  all  of  Kaire's  specialized  pharmacy  care  operations.

In  November  of  2000,  we  introduced  the  HAP.  The  HAP targets the special
pharmacy  needs of specific chronic care communities (e.g, HIV patients). Under
the  HAP,  we  currently  provide specialized pharmacy care to seniors living in
extended  care  facilities  and  HIV  patients.  The key point of the HAP is the
personalized  service each patient receives from our Health Advocate Team, which
is  comprised  of  individual  HIV  Health  Advocates.  The Health Advocate Team
members  perform  a  range  of  service that are well beyond that of any average
pharmacy.  Our  HIV  Health  Advocates  typically come from the communities they
serve  and  possess a comprehensive working knowledge of the diseases (i.e., HIV
and  AIDS)  and  its  their  treatments.  Services include, personal delivery of
medications,  counseling,  facilitating communication between patients and their
physicians,  medication  compliance, managing patient insurance claims and more.
Many  times an individual Health Advocate becomes a valued member of a patient's
family.

The  HAP  is  currently  a  part of our Classic Care operations and services HIV
patients  in  Los Angeles and Orange counties in Southern California through our
location  in  Los  Angeles.

In May 2000, we acquired the Classic Care Pharmacy.  At the time of Classic Care
acquisition,  the  HAP  program  was  in its infancy and it was easily developed
within  the  Classic Care operations.  The HAP program has grown steadily during
2001  and  has  become  a burden on infrastructure of the Classic Care Pharmacy,
which  is  strategically  more  structured  towards  providing  services  and
pharmaceuticals  for  a  different  type  of  client  base.

Differences in the client base and the method of fulfilling pharmaceutical needs
drove  the  decision to spin Classic Care off into a separate public entity.  By
spinning  off Classic Care, we hope to achieve; 1) a more efficient operation in
both  business lines, 2) the ability to grow faster and handle the growth due to
the  expected  efficiencies  to  be  achieved, and 3) a way to meet the intended
financial  obligations  of the original acquisition that will benefit both Kaire
shareholders  and  the  Classic  Care  shareholders.

On November 1, 2001, we entered into an agreement with the original Classic Care
owners to facilitate the spin off, whereby Kaire will assign approximately fifty
four  percent (54%) ownership of Classic Care back to the original owners of the
CC  pharmacy,  with  Kaire  retaining approximately 35% of the equity in Classic
Care.  In  consideration  of the assignment, all amounts due the prior owners of
Classic  Care  will  be  deemed  satisfied  with  the exception of a One Year 4%
Convertible  Note  (the  "Note")  in  the  amount  of USD $2,000,000.00 that the
original  Classic Care Owners agree to hold.  The Note will be executed upon the
effective  date of the spin-off and mature one year hence ("Maturity Date").  If
the  Note  is  not  paid  when due, Kaire will return 2,000,000 of its shares of
Classic  Care  to  the note holders in full settlement of the note principal and
any accrued interest.  The 2,000,000 shares of  Classic Care common stock are to
be  held  in  escrow  for  the  one  year  period.

Specifically,  under this spin-off, Classic Care would have 11,010,000 shares of
common  stock  and  100,000  shares  of  preferred stock outstanding.  The prior
shareholders  of  Classic  Care  would  own  54%, or 6,000,000 common shares and
100,000  preferred  shares.  Kaire  Holdings  would own 35%, or 3,910,000 common
shares.  Of  the  3,900,000 common shares that will be owned by Kaire in Classic
Care,  1.9 million shares will be distributed directly to the shareholders based
on  the  percentage  of  ownership  of  each shareholder in Kaire Holdings.  The
officers of Kaire Holdings and one other party will receive 7% or 700,000 common
shares.  The remaining 4%, or 400,000 shares will be reserved for a Classic Care
employee  stock  option  plan.  Stockholder  approval  of  this  transaction was
received  on  January  31,  2002  at  the  annual  shareholder's  meeting.

Stason  Biotech:
----------------

In  May  of  2000,  we  signed  a  letter  of intent with Stason USA, Inc, which
outlined  a  plan  to  merge  our EZ-TRAC/IPS laboratory business with a similar
business  of Stason's. The plan also called for the relocation of our laboratory
operations  to  Stason's  facilities  in  Irvine,  California.  The  move  and
integration  of  businesses  was  completed  by  the  end  of  May  2000.

In  January  of  2001, we finalized the agreement with Stason USA, Inc., whereby
its  EZ  Trac lab business was contributed to a new entity Stason Biotech, which
contains  the merged laboratory businesses.  The new entity was to be engaged in
the research and development of compounds and testing measures for the treatment
of  pathogenic  viral infections and other medical applications related to solid
form  prescription  drug  formation  as  well as providing contract research and
development services to manufacturers of pharmaceutical drugs.  In consideration
of  our  investment,  we received 40% of the initial stock allocation for Stason
Biotech.  Because  the  EZ  TRAC  operation was a net liability, we showed a net
gain  on  the  transfer  of  assets.  The  subsequent gain or loss on the Stason
Biotech  investment  is  shown  as  an  adjustment  in  the investment.   It was
Stason's  and  our  intent  to  make Stason Biotech a publicly reporting entity;
however,  this  plan  was dropped due to market conditions which have driven the
need  to  change  the  areas  that  Stason  is  focusing  on.

Product  Liability  Insurance
-----------------------------

Although,  we  believe  our  products  are  safe,  we  may be subject to product
liability  claims  from persons injured through the use of our marketed products
or services.  We carry no direct product liability insurance, relying instead on
the  coverage  maintained by our its distributors and manufacturing sources from
whom  we  obtains  product.  There  is  no  assurance  that  this insurance will
adequately  cover any liability claims brought against us.  There also can be no
assurance that we will be able to obtain our its own liability insurance (should
we  it  seek  to do so) on economically feasible terms.  Our failure to maintain
our  its  own  liability  insurance  could  materially  adversely affect our its
ability  to  sell our its products in the future.  Although no product liability
claims  have  been  brought  against  us  to date, if there were any such claims
brought  against  us,  the cost of defending against such claims and any damages
paid by us in connection with such claims could have a materially adverse impact
upon  us, including our financial position, results of operations and cashflows.

Competition
-----------

There  is  significant competition in the retail and wholesale prescription drug
business.  Many  of  our  competitors  are larger, better-financed companies and
possess  greater  access  to  necessary resources. Although we are attempting to
establish  ourselves  as  a  provider  of specialized pharmacy care products and
services  to  selected  niche  markets,  no  assurance  can  be  given  that our
competitors  will not use their advantages over us, and more directly pursue the
customers  we  are attempting to acquire and those who we have already acquired,
thereby enhancing their respective share of the specialty pharmaceutical market.

Patents,  Licenses  and  Trademarks
-----------------------------------

Not  Applicable

Royalty  Agreements
-------------------

Not  Applicable

Government  Regulations
-----------------------

All  pharmaceutical  retailers  are  subject  to extensive regulation by various
federal  agencies,  including  the  United  States  Food and Drug Administration
("FDA"),  and by various state agencies, including California Board of Pharmacy,
and Department of Health Services.  Presently, we are the Company compliant with
all  federal  and  state  regulations  related  to  our  businesses.

Research  and  Development  Plan
--------------------------------

Not  Applicable

Employees
---------

We  currently   have  30  full-time  employees.


ITEM  2.     DESCRIPTION  OF  PROPERTY

Our corporate operations are currently conducted at the same location as Classic
Care  operations, which are located in a leased facility located in Los Angeles,
California.   The  facility  is approximately 3,200 square feet and is leased at
$4,500  per  month.

ITEM  3.     LEGAL  PROCEEDINGS

Patent  Claim
-------------

An individual filed a complaint against us alleging breach of contract and fraud
and  related  business  torts  related  to  certain  patents  that the plaintiff
transferred  to  us.  We  believe that the plaintiff's claims are without merit.
Although  we  reached  a  tentative settlement in this matter, the Plaintiff has
failed to execute the settlement and the case is being scheduled for a dismissal
hearing.

Cardinal  Health  Co.
---------------------

On  October  16,  2001,  we  entered  into  a  settlement agreement with
Cardinal,  whereby  we  stipulated to entry of judgment a sum of $1,146,594 plus
interest  accruing at 18% per annum.  We paid $500,000 upon the execution of the
agreement  and is agreed to pay $100,000 a week until the principal and interest
owned  is  zero.  The  balance  was  paid  in  full  as of December 31, 2001 and
Cardinal  executed  a  release  of  the  judgment

Bergen  Brunswig
----------------

On  or  about  November  8,  2001,  Kaire Holdings, Inc., entered into a
settlement with Bergen Brunswig whereby we stipulated to entry of Judgment a sum
of  $258,900  with  no interest accruing.  We paid $50,000 upon the execution of
the  agreement  and  have  agreed  to  bi-monthly payments of  $15,000 until the
balance  owed  is  zero.   We  are  current with our payments and the balance is
$75,000  as  of  December  31,  2001.

Except as otherwise specifically indicated above, we believe that we do not have
any  material  liability  for  any  lawsuits, settlements, judgments, or fees of
defense  counsel  which  have  not been paid or accrued as of December 31, 2001.
However,  there  can  be  no  assurance that we will prevail in any of the above
proceedings.  In  addition  we  may  be required to continue to defend ourselves
resulting  in  substantial  additional expense. In the event we are is unable to
pay  the  defense costs associated with the foregoing, an unfavorable settlement
or  judgment  could  be  awarded  against us which could have a material adverse
effect  upon  us.


ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITIES  HOLDERS

On  or  about  October  1, 1997, a proposal to increase the number of authorized
shares  to  400,000,000  for  the  purpose  to provide for the merger with Kaire
International,  Inc.  was  voted  upon  and  authorized  by  a majority of Kaire
Holdings,  Inc.  shareholders.

On  or  about  January  30,  1998,  a proposal to 1) reverse split the Company's
common  stock up to and not to exceed a reverse ratio of seventy-five to one, 2)
amend the Company's Articles of Incorporation changing the Company name to Kaire
Holdings  Incorporated  and  3) changing the Company's NASDAQ symbol to KAHI was
voted  and authorized by a majority of Kaire Holdings, Inc. shareholders.  These
changes  became  effective  on  February  19,  1998.

Annual Shareholder meeting held on January 31, 2002.  On November 2, 2001, Kaire
Holdings, Inc. (the "Company") issued a press release announcing that we reached
an  agreement  with  the  former  Classic  Care  Shareholders to spin-off of
Classic Care except for the HAP business into a separate public entity. The news
release  also  stated  that  the  specific  terms  of the agreement will require
shareholder  approval  and  was outlined in a proxy statement that was mailed to
shareholders  on Dec. 21, 2001. Shareholder approval was received on January 31,
2002  at  our  annual  shareholder's  meeting.





<PAGE>
                                     PART II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  SHAREHOLDER  MATTERS

The  Company's  Common  Stock  is  quoted on the over - the - counter market and
quoted  on  the  National  Association of Securities Dealers Electronic Bulletin
Board  ("OTC  Bulletin  Board")  under  the symbol "KAHI".  The high and low bid
prices for the Common Stock, as reported by the National Quotation Bureau, Inc.,
are  indicated  for  the  periods described below.  Such prices are inter-dealer
prices without retail markups, markdowns or commissions, and may not necessarily
represent  actual  transactions.
<TABLE>
<CAPTION>


2000            LOW    HIGH
                =====  =====
<S>             <C>    <C>
                    .
First Quarter.     11  1.00
==============  =====  ====
Second Quarter    .16   .60
--------------  -----  ----
Third Quarter.    .13   .22
--------------  -----  ----
Fourth Quarter  .0625   .30
--------------  -----  ----


2001 . . . . .  LOW    HIGH
--------------  =====  ====
First Quarter.    .06   .19
==============  =====  ====
Second Quarter    .01   .06
--------------  -----  ----
Third Quarter.    .01   .02
--------------  -----  ----
Fourth Quarter   .004  .045
--------------  -----  ----
</TABLE>

To  date,  the  Company  has not declared or paid dividends on its Common Stock.

As of December 31, 2001, there were approximately 716 shareholders of record (in
street  name)  of  the  company's  Common  Stock.

Sale  of  Unregistered  Stock
-----------------------------

During  the  fiscal  year ended December 31, 2001, the Company issued securities
using  the  exceptions  available  under  the  Securities  Act of 1933 including
unregistered  sales  made pursuant to Section 4(2) of the Securities Act of 1933
as follows: (1) 132,109,372 shares of common stock were issued for conversion of
$992,653  of  notes payable and $33,789 of interest incurred on these notes, (2)
16,650,000  shares  of  common stock were issued for consulting and professional
fees  valued at $890,475 and $38,003 in cash, (3) 850,000 shares of common stock
were  issued  for  options  exercised  valued 24,625 and (4) 9,666,666 shares of
common  stock  were  issued  for  other  compensation  valued  at  $383,216.

During  the  fiscal  year ended December 31, 2000, the Company issued securities
using  the  exceptions  available  under  the  Securities  Act of 1933 including
unregistered  sales made pursuant to Section 4(2) of the Securities Act of 1933,
as  follows:  (1) 1,185,660 shares of common stock were issued for conversion of
$36,845  of  notes  payable  and  debt and $18,000 of interest incurred on these
notes,  (2)  6,262,168  shares  of  common  stock were issued for consulting and
professional  fees valued at $404,056, (3) 50,000 shares of common stock were as
part of the acquisition of the Netfame.com domain name, (4) 16,456,980 shares of
common  stock  were  issued  for $1,649,599; and (5) 15,499,999 shares of common
stock  were  issued  as  part  of  the  acquisition  of  Classic  Care,  Inc.

During  the  fiscal  year ended December 31, 1999, the Company issued securities
using  the  exceptions  available  under  the  Securities  Act of 1933 including
unregistered  sales  made pursuant to Section 4(2) of the Securities Act of 1933
as follows:  (1) 34,393,524 shares of common stock were issued for conversion of
$1,367,402  of notes payable and $5,104 of interest incurred on these notes, (2)
817,610  shares of common stock were issued for services valued at $65,000.  And
the  Company  issued 335,000 shares of common stock for professional fees valued
at  $19,500,  (3)  18,510,000  shares  of  common  stock were issued for options
exercised  valued $880,500, and (4) 1,275,000 shares of common stock were issued
for  other  compensation  valued  at  $63,750.

<PAGE>

ITEM  6.     Management's  Discussion  and  Analysis  of Financial Condition and
Results  of  Operations

GENERAL

Plan  of  Operation

Short-term  Objectives:

-     Complete  the  spin-off  of  Classic  Care  (a  wholly-owned  subsidiary);
-     Continue to develop the Health Advocate Program in the Southern California
      region.

Long-term  Objectives:

-     Explore  the  possibility  of  rolling  out  the  HAP  in  other  areas of
      California and possibly expanding into other states. We believe there will
      be an increasing critical need for our Health Advocate Program as HIV
      continues to infect  people  in the United States and  around  the  world.
-     Investigate  the  possibility  of implementing the Health Advocate Program
      with  other  chronic  diseases,  (e.g.,  diabetes).

We  have  no  expected  or  planned  sale  of significant property or equipment.

Excluding any potential acquisition, our work force is expected to increase at a
rate  equal  to  actual  increases  of  our  business  operations.

In  our  opinion  sufficient  working  capital  will  be available from internal
operations  and  from  outside  sources  during  the  next twelve months thereby
enabling  us to meet our its obligations and commitments as they become payable.
Historically,  we  have been successful in our efforts to secure working capital
from  private  placements  of  common  stock  securities,  bank debt, loans from
private  investors  and  the  exercise  of  warrants  for  common  stock.

RESULTS  OF  OPERATIONS

Net  revenue for the year ended December 31, 2001 was $15,862,690 as compared to
$5,707,700  for  the  same  period  in 2000, or an increase of $10,154,990.  The
increase in net revenues was attributable to the following main reasons:, 1) the
inclusion of a full year of Classic Care revenues for the period ending December
31,  2001  as  opposed  to  only seven months being included for the same period
prior year, 2) the introduction of wholesale products in the current fiscal year
which  accounted  for approximate $3.1 million of the increase and 3) the Health
Advocacy  Program  ("HAP") which accounted for approximately $1.1 million of the
increase.

Gross  profit for the year ended December 31, 2001 was $2,545,277 as compared to
$1,665,151  for  the  same  period  in  2000,  or  an increase of $880,126. This
increase  in  gross  profit  was attributable to the inclusion of a full year of
Classic Care revenues for the period ending December 31, 2001 as opposed to only
seven  months  being  included for the same period prior year.  The gross profit
percentage  of 16% for the period ended December 31, 2001 decreased from 29% for
the  same period prior year.  The decrease was attributable to the following: 1)
wholesale  margins  during the startup phase were minimal and 2) the HAP margins
were  low  during the startup phase (around 5%) and are currently running around
9%.   HAP  patients  require  more expensive drugs which will have lower margins
until  our  volume  increases.

Operating  expenses  for  the period ending December 31, 2001 were $4,743,164 as
compared  to $4,300,255 for the same period in 2000, or an increase of $442,909.
Operating expenses for the previous year include Classic Care expenses for seven
months.  We  have  continued  our efforts to stream line operations and minimize
costs.  Of  this  increase  in  operating  expenses  during  2001, approximately
$150,000  was  attributable  to legal, accounting and consulting fees related to
the  filing  of the registration statements, researching and developing the plan
of  spin-off,  and  proxy  statement  preparation  for  the  annual shareholders
meeting.  Another  $60,000  of  the increase was attributable to the cost of the
Annual  shareholders  meeting.  Legal  costs of defending vendor and third party
actions  increased approximately $50,000 and debt issuance costs relating to the
financings  that  occurred  during  the  year attributed to $150,000 of the cost
increase.   Salaries decreased $560,435 due to reductions in headcount and other
compensation.  This  decrease  in  employee salaries and wages,  was offset by a
similar  increases  in  consulting  expenses  related  to  public  relations and
strategic  business  advice.  We  were  able to hire consultants to assist us in
reaching  our  business goals without utilizing our cash. The remaining increase
was  attributable  to  advertising, printing and promotional materials plus some
startup  costs  for the wholesales and HAP programsDuring 2001, we consolidated
our  operations  into  one  location  to  minimize our rent and office expenses.

Interest  expense  was $150,162 for the year ended December 31, 2001 as compared
to  $41,352  for  the  same  period  in  2000,  or an increase of $108,810.  The
interest  expense increase in 2001 was primarily a result of the interest on the
issuance  of  $1,200,000  worth of convertible notes bearing an interest rate of
8%  that  were  issued  in  January,  May  and  August  of  2001.

During  2001, net non-operating other expenses were $49,961, which was primarily
due to shareholder fees of $41,569. Shareholder fees are costs comprised charges
for  stock  transfer  agent  fees. In the previous year we had net non-operating
income  of  $251,244 The decrease of $301,205crease was mainly attributable to a
gain  from the write down of payables of $60812 and a gain on disposal of assets
$28,509,  and  non-cash income of $160,264, which all occurred in the prior year
ending  December  31,  2000.

 No  provision  was  made  for  Federal  income  tax  since  we  have  incurred
significant  net  operating  losses  from  inception.  We  recorded  a valuation
allowance  against  our  deferred tax assets primarily due the substantial doubt
regarding  recoverability  of  tax  benefits  resulting  from net operating loss
carryforwards.


RESTATEMENT

During  2001, we discovered that our previously issued 2000 financial statements
understated  goodwill  by  $250,000 and excluded notes payable totaling $250,000
and  the  related  accrued  interest  of  $8,750.  The  accompanying  financial
statements  for  2000  have  been  restated  to  reflect  the  recording  and
classification  of  these  debt agreements as a note payable to related parties.
The  effect of the restatement was to increase net loss for 2000 by $16,041, net
of  related  income  tax  of  $0.




LIQUIDITY  AND  CAPITAL  LOSSES

On  December  31,  2001  the  Company  had  assets  of  $11,616,629  compared to
$11,877,737  on  December 31, 2000. The Company had a total stockholder's equity
of  $937,672  on  December 31, 2001 compared to equity of $7,171,163 on December
31, 2000, a decrease of $6,217,450. The decrease in stockholders' equity for the
year  ended  December  31, 2001 was the result of adjusting the recording of the
Classic  Care  acquisition by $6,345,000 to reflect the liability resulting from
our  common  stock  price  not  achieving a value $0.42 per share by October 31,
2001.  We  negotiated  with  the  prior  owners  of  Classic Care, and reached a
settlement,  a  workout  agreement  was  done  in  November  2001.
As  of  December  31,  2001  the  Company's  working  capital position decreased
$6,034,422  from a working capital deficit of $1,805,722 at December 31, 2000 to
a  working  capital  deficit of $7,840,144 at December 31, 2001. This result was
attributed  primarily  to  an  increase  in  the  acquisition  note  payable  of
$6,118,881  and  an  increase  in  the  current  portion of convertible notes of
$527,491.  These  working  capital decreases were offset by increases in account
receivable of $374,857, an increase in inventory of $343,191, with the remaining
difference  in  miscellaneous areas. Cash flow used for operating activities was
$1,412,795  and  $565,227  during  the  year  ended  December 31, 2001 and 2000,
respectively.  The  primary  uses of cash during 2001 were increases in accounts
receivable and inventory and reduction in accounts payable and accrued expenses.
The  increase  in  accounts  receivable  and  inventory  is due to a significant
increase  in  our  volume  of  business.  We  generated  cash  through financing
activities principally through debt financing. We raised $1,200,000 and $750,000
through  the  issuance  of  8%  convertible  notes.


GOING  CONCERN

The  accompanying  financial  statements  have  been prepared in conformity with
generally  accepted accounting principles, which contemplate continuation of the
Company  as  a  going  concern.  However,  we  have  experienced  net  losses of
$2,401,210  and  $2,429,212  for  the  years  ended  December 31, 2001 and 2000,
respectively.  We  have  also  had  a  net  working  deficit  of  $7,870,144 and
$1,805,772  for  the  years  ended  December  31,  2001  and  2000 respectively.
Additionally,  we  must  raise  additional  capital to meet our  working capital
needs  subsequent  to  the  spin-off of Classic Care.  If we are unable to raise
sufficient  capital  to  fund our operations for the Health Advocacy Program, We
might  be  required  to discontinue operations.  These factors raise substantial
doubt  about  the  our  ability  to continue as a going concern.  In view of the
matters described above, recoverability of a major portion of the recorded asset
amounts  shown  in  the  accompanying  balance  sheet  is dependent upon the our
ability  to generate sufficient sales volume to cover our operating expenses and
to  raise  sufficient  capital  to  meet our payment obligations.  The financial
statements  do  not  include  ant adjustments relating to the recoverability and
classification  of  recorded  asset  amounts,  or  amounts and classification of
liabilities  that  might  be  necessary  should  the we be unable to continue in
existence.

 We  have  previously  relied  on equity financing sources and debt offerings to
fund  operations.  Our  reliance on equity and debt financing will continue, and
the  we  will  continue  to  seek  to  enter  into  strategic  acquisitions.

ITEM  7.     FINANCIAL  STATEMENTS

The  report  of  independent  auditors and financial statements are set forth in
this  report  beginning  on  Page  F-1.


ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

The  proposed  spin-off  of classic Care was reported on Form 8-K dated November
13,  2000.

A Change in accountants was previously reported on Form 8-K dated April 9, 1999.
There were no disagreements with the Company's prior accountants over accounting
or  reporting  matters.


<PAGE>
                                    PART III

ITEM  9.     Directors,  Executive  Officers,  Promoters  and  Control  Persons;
Compliance  with  Section  16(a)  of  the  Exchange  Act

     The  Company's  current  officers  and  directors  consist of the following
persons:

<TABLE>
<CAPTION>


<S>                        <C>  <C>                          <C>
NAME                        AGE  OFFICE                       SINCE
                           ---  ---------------------------  -----
Steven R. Westlund. . . .   55  Chairman and CEO              1995
-------------------------  ---  ---------------------------  -----
Owen M. Naccarato (1) (2)   51  Secretary, Director and CFO   1997
-------------------------  ---  ---------------------------  -----
Mark L. Baum (3). . . . .   28  President                     1999
-------------------------  ---  ---------------------------  -----
Asher Gottesman (1) . . .   27  Director                      2000
-------------------------  ---  ---------------------------  -----
</TABLE>

(1)  Did  not  run  for  re-election at the January 31, 2002 annual shareholders
meeting.
(2)  Resigned  as  CFO  as  of  December  31,  2001
(3)  Resigned  as  President  as  of  December  31,  2001

Steven  Westlund  has  been  the Chief Executive Officer and a director of Kaire
since  May  1995  and  was  elected  Chairman of the Board in December 1995. Mr.
Westlund  was  Chairman  of  the  Board  and Chief Executive Officer of Vitafort
International Corporation from May 1993 through May 1995.  Vitafort manufactured
and  sold  fat free foods. From January 1991 to May 1993, Mr. Westlund was Chief
Executive  Officer of Lorenz/Germaine Incorporated and concurrently from January
1991  to  June  1992  he  acted  as Chairman and Chief Executive Officer of Auto
Giant.  Mr.  Westlund specializes in corporate restructuring and the development
and  marketing  of  specialized  products  and  services

Owen  Naccarato  joined  Kaire  in  July  1997  as  Chief  Financial Officer and
Secretary  on  a  one-  year  renewable contract and was elected to the board of
directors  in  January 1998. Mr. Naccarato has held various operating positions,
most recently as Chief Financial Officer for Bikers Dream, Inc., a Nasdaq traded
motorcycle  assembler  and  parts  distributor,  and  divisional  vice
president/controller  for  Baxter  Healthcare,  Inc.,  a NYSE traded health care
manufacturer  and  distributor.  Mr.  Naccarato  is a licensed attorney and is a
member  of  the  California State Bar Association. He is also a Certified Public
Accountant.  Prior  to  Kaire,  Mr. Naccarato was with Baxter Healthcare for ten
years.

Mark  Baum  joined Kaire in July of 1999 as the President.  Mr. Baum has several
years  of  experience  in  creating  and  developing start-up enterprises - from
retail  to manufacturing to internet-based businesses.  Mr. Baum holds a BA from
the  University  of  Texas  at  Arlington, and a Juris Doctorate from California
Western  School of Law.  Mr. Baum is a member of the America Bar Association and
is a licensed attorney in the State of California.  Prior to Kaire, Mr. Baum was
a  practicing  attorney  in  San  Diego,  California  for  four  years.

Directors receive no remuneration at this time. All Kaire Directors are entitled
to  reimbursement  of  funds  advanced  to  pay  expenses in connection with our
Company's  business.  Our Company has not established specific committees within
the  Board  of  Directors.
Asher  Gottesman  joined  Kaire  as a Director in August of 2000.  Mr. Gottesman
served  as a Partner of Amazing Savings Outlet Stores, a 40-unit retail business
with sales of more than 60 million dollars per year.  Mr. Gottesman is currently
a  partner  in  a  real estate and investment trust, which controls more than 50
million  dollars  in  assets.  Mr. Gottesman joined the Kaire Board of Directors
through  his  association  with  Classic  Care Pharmacy.  In 1993, Mr. Gottesman
earned  a  BA  in  Economics  from  Yeshiva  University.

On  May  26,  2000,  Asher Gottesman was granted an option to purchase 2,000,000
shares of common stock at an option price of $.05 for work perform in connection
with  a  consulting  agreement.  Subsequent to this date, Mr. Gottesman became a
director  of  Kaire Holdings.  These options were granted prior to Mr. Gottesman
becoming  a  director.

Compliance  with  Section  16(a)  of  the  Securities  Exchange  Act  of  1934

Section  16(a)  of  the  Securities  Exchange Act of 1934 requires the Company's
directors  and  executive  officers,  and  persons  who  own  more than 10% of a
registered  class of the Company's equity securities to file with the Securities
and  Exchange  Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company.  Officers,
directors  and  greater than 10% shareholders are required by SEC regulations to
furnish  the  Company  with  copies  of  all  Section  16(a)  forms  they  file.

To  the  Company's  knowledge,  based solely on its review of the copies of such
reports  furnished  to  the  company  and  written representations that no other
reports  were  required  during  the  fiscal  year  ended December 31, 2001, all
Section  16(a)  filing  requirements  applicable  to its officers, directors and
greater  than  10%  beneficial  owners  were  complied  with.

ITEM  10.     Executive  Compensation

The  following  table  sets  forth  certain  summary  information  regarding
compensation  paid  by the Company for services rendered during the fiscal years
ended December 31, 2001 and 2000, respectively, to the Company's Chief Executive
Officer,  President  and  Chief  Financial  Officer  during  such  period.






<TABLE>
<CAPTION>

                                                 Summary Compensation Table
      Executive  Compensation:


Payouts                Annual Compensation                        Long Term Compensation Awards
----------   --------------------                                       ------------------------------
<S>         <C>       <C>      <C>       <C>            <C>          <C>           <C>        <C>
(a)         (b)       (c)      (d)       (e)            (f)          (g)           (h)        (i)
------------------------------------------------------------------------------------------------------------
Name . .    Year      Salary   Bonus      Other Annual   Restricted   Securities    LTIP      All Other
and                                      Compensation   Stock        Underlying    Payouts    Compensation
Principal                                 ($)           Awards       Options/SAR        ($)   ($)
Position                                               ($)           (#)
-----------------------------------------------------------------------------------------------------------
CEO. . . .  2001       100K                                             33,333
------------------------------  ----------------------------------------------------------------------------
President.  2001        75K                                          1,000,000
------------------------------------------------------------------------------------------------------------
CFO. . . .  2001        87K                                          1,000,000
------------------------------------------------------------------------------------------------------------
Total:                 262K
------------------------------------------------------------------------------------------------------------
Directors
 as a
Group                  187K
------------------------------------------------------------------------------------------------------------


</TABLE>


<TABLE>
<CAPTION>

Options/SAR  Grants  in  the  Last  Fiscal  Year


<S>                 <C>                   <C>                      <C>          <C>
Name . . . . . . .  Number of Securities  % of Total Options/SARS  Exercise or  Expiration Date
                    Underlying            Granted to Employees in  Base Price
                    Options/SARS Granted  Fiscal Year
                    --------------------  -----------------------
Steven R. Westlund   0
------------------  --------------------
Owen M. Naccarato.   0
------------------  --------------------
Mark L. Baum . . .   0
------------------  --------------------
</TABLE>




Employment  Agreements
----------------------

Steve  Westlund:   On April 1, 2000, Mr. Westlund signed a three-year employment
---------------
agreement  (attached  hereto  as  Exhibit  10.36).  The  contract  calls for Mr.
Westlund  to  be paid a base salary of $8,333.33 per month for the first year of
the  term.  Mr.  Westlund's  base  salary  shall  increase 15 % per year for the
second  year  and  third  years,  respectively,  per  the  agreement.

Although  Mr.  Westlund's  Employment  Agreement states that his salary is to be
$8,333.33  per month, his actual pay has been $ 4,000.00 per month. Mr. Westlund
is entitled to be paid the balance of his monthly compensation in either cash or
equity.  Additionally, Mr. Westlund has been granted an option to purchase up to
6  million shares of Kaire Common Stock over the next 5 years at an option price
of  5  cents  ($ 0.05) per share.  To date, Mr. Westlund has exercised 5,966,667
shares  of  the  Company's  Common  Stock.


Owen  Naccarato:  On April 1, 2000, Mr. Naccarato signed a three-year employment
----------------
agreement  (attached  hereto  as  Exhibit  10.37).  The  agreement calls for Mr.
Naccarato to be paid a base salary of $ 7,250.00 per month for the first year of
the  term.  Mr.  Naccarato's  base  salary  shall increase 15 % per year for the
second  year  and  third  years,  respectively,  per  the  agreement.

Although  Mr.  Naccarato's  Employment Agreement states that his salary is to be
$7250.00  per  month,  his  actual  pay  has  been  $ 4,000.00 per month. Mr. is
entitled  to  be  paid the balance of his monthly compensation in either cash or
equity.  Additionally,  Mr.  Naccarato has been granted an option to purchase up
to  4.5  million shares of Kaire Common Stock over the next 5 years at an option
price  of  5  cents  ($  0.05)  per share.  To date, Mr. Naccarato has exercised
3,500,000  shares  of the Company's Common Stock.  Mr. Naccarato resigned as CFO
effective  December  31,  2001.

Mark  Baum:  On April 1, 2000, Mr. Baum signed a three-year Consulting Agreement
-----------
(attached hereto as Exhibit 10.35).  The agreement calls for Mr. Baum to be paid
a  base  salary  of  $  6,250.00  per month for the first year of the term.  Mr.
Baum's  base  salary  shall increase 15 % per year for the second year and third
years,  respectively,  per  the  agreement.

Although  Mr.  Baum's  Consulting  Agreement  states  that  his  salary is to be
$6250.00  per  month,  his  actual  pay  has  been  $ 4,000.00 per month. Mr. is
entitled  to  be  paid the balance of his monthly compensation in either cash or
equity.  Additionally, Mr. Baum has been granted an option to purchase up to 4.5
million shares of Kaire Common Stock over the next 5 years at an option price of
5 cents ($ 0.05) per share.  To date, Mr. Baum has exercised 3,500,000 shares of
the  Company's  Common Stock.  Mr. Baum resigned as President effective December
31,  2001.

Compensation  of  Directors:

Directors  receive no remuneration for their services as directors at this time.
The  Company  offers  disability  insurance  to  all  its  employees  and health
insurance to certain employees.  The Company has adopted no retirement, pension,
profit  sharing  or  other  similar  programs.

ITEM  11.     Security  Ownership  of  Certain  Beneficial Owners and Management

The  following  table  sets  forth  certain information regarding the beneficial
ownership  of  the  Company's  Common  Stock  as  of  December 31, 2001 based on
information  available  to  the  Company  by (I) each person who is known by the
Company  to  own more than 5% of the outstanding Common Stock based upon reports
filed  by  such persons within the Securities and Exchange Commission; (ii) each
of the Company's directors; (iii) each of the Named Executive Officers; and (iv)
all  officers  and  directors  of  the  Company  as  a  group.

<TABLE>
<CAPTION>



Name and Address              Shares Beneficially Owned (1)  Percent of
                                                             Class
<S>                           <C>                            <C>
Steven R. Westlund . . . . .           33,333(2)               0%
1429 S. Robertson Blvd.
Los Angeles, CA.  91605

Owen M. Naccarato. . . . . .        1,000,000(2)               0 %
1429 S. Robertson Blvd.
Los Angeles, CA.  91605

Mark L. Baum . . . . . . . .        1,000,000(2)               0 %
1429 S. Robertson Blvd.
Los Angeles, CA.  91605

Asher Gottesman. . . . . . .        2,000,000                  0%
1429 S. Robertson Blvd.
Los Angeles, CA.  91605

Officers and directors as a.        4,033,333                .01%
group (4 persons)
</TABLE>




(1)  A  person  is  deemed  to be the beneficial owner of securities that can be
acquired  by  such  person  within  60  days  from  the date of the registration
statement  upon  the  exercise  of  options or warrants. Each beneficial owner's
percentage ownership is determined by assuming that options or warrants that are
held by such person and which are exercisable within 60 days of the date of this
registration  statement  have  been  exercised.  Unless  otherwise indicated, we
believe  that  all  persons  named in the table have voting and investment power
with  respect  to  all  shares  of  common  stock  beneficially  owned  by them.

(2)  Represents  options  to  purchase  shares  of our common stock at $0.05 per
share,  which  options  are  currently  exercisable.

ITEM  12.     Certain  Relationships  and  Related  Transaction

Profit  Ventures,  Inc.
-----------------------

Mr.  Joel Rubenstein is the Managing Director of Classic Care, and his spouse is
a  shareholder in the Company.  Mr. Rubenstein is also a trustee of the Shagrila
Trust,  which  is  the  parent  company  of  Profit Ventures, Inc.  In 2000, our
subsidiary Classic Care entered into an agreement with Profit Ventures, Inc., to
purchase  products  from  Classic Care. Sales to Profit Ventures were $3,341,524
and  $331,800 for 2001 and 2000, respectively. Sales to Profit represented 20.6%
and  5.8%  of  the  Company's total revenue for 2001 and 2000, respectively. The
amounts  due from Profit Ventures, Inc. are included in amounts due from related
parties  in  2000. There were no amounts due from Profit Ventures as of December
31,  2001.

Joel  Rubenstein
----------------

Mr. Rubenstein did not receive any compensation for the period starting November
1,  2001  to  December  31, 2001 for serving as the Managing Director of Classic
Care.  Mr.  Rubenstein  has  $20,000  in  salary  due  from  the Company for his
services during this period.  The amount is included in the accrued liabilities.

Mr.  Rubenstein  received  cash advances totaling $3,500 and $44,000 in 2001 and
2000,  respectively.  In  2001, Mr. Rubenstein repaid $43,000, and the remaining
balance  of  $4,500  is  included  in  Receivable  from  Related  Parties.

In  January  2002,  Mr.  Rubenstein  advanced $150,000 to the Company, which was
fully  repaid  in  January 2002.  In February 2002, Mr. Rubenstein received cash
advances  of  $26,000,  and he has repaid $26,500 as of February 28, 2002, which
results  in  a  balance  of  $4,000  due  from  Mr.  Rubenstein.

Steve  Oscherowitz:
-------------------

Note  Receivable

Mr.  Steve  Oscherowitz,  a  shareholder  and  the prior majority shareholder of
Classic  Care, has an agreement with our subsidiary Classic Care, under which he
has loaned funds to and borrowed funds from the Company. In previous years, this
individual  has  loaned  to  Classic  Care  funds to meet its short-term working
capital  needs.  Classic Care has advanced to him $2,701,572 during 2001, and he
has  repaid  $2,526,408 in 2001. The terms of the borrowings allow us to request
repayment on demand.  The note receivable bears an interest rate of 5%, which is
waived if all principal amounts outstanding are repaid by July 30, 2002. We have
a  receivable  from  this individual of $411,164 and $236,000 as of December 31,
2001  and  2000,  respectively.

In  January  and  February  2002,  Classic  Care  advanced to Mr. Oscherowitz an
additional  $189,000,  and  he  has  repaid  $50,500  as  of  February 28, 2002.

Note  payable

At  December  31,  2001,  we  have  an  unsecured  note  payable  to  Mr.  Steve
Oscherowitz, a shareholder and an original owner of Classic Care.  The borrowing
was  due originally in October 2000, and is now due on demand. The note bears an
interest rate of 6% per annum.  The outstanding balance on the note is $167,250.
This  amount  is  classified  as  a  Note  Payable  to  Related  Party.

Mrs.  Sarit  Rubenstein
-----------------------

At  December  31,  2001,  we  have  an  unsecured  note  payable  to  Mrs. Sarit
Rubenstein,  a shareholder and an original owner of Classic Care.  The borrowing
was  due originally in October 2000, and is now due on demand. The note bears an
interest  rate of 6% per annum.  The outstanding balance on the note is $82,750.
This  amount  is  classified  as  a  Note  Payable  to  Related  Party.

<PAGE>
ITEM  13.     Exhibits,  List  and  Reports  in  Form  8-K

(a)  Exhibits

3.      Articles of  Incorporation  and  bylaws  of the Company, as amended. (1)
4.1     Form  of Warrant Agreement between the Company and Jersey Stock Transfer
        and  Trust Company,  including  the Form of Warrant (as  modified).  (4)
4.2     Form  of  Stock  Purchase  Warrant  (issued  with  promissory note). (2)
10.1    License  Agreement  between  F.A.T.  Co.  Research,  Inc.  and  Dynamic
        Products,  Inc.  (1)
10.2    Agreements  between  F.A.T. Co. Research, Inc. and Dr. Shell and Jackie
        See  for  Development  and  Exploitation  of  Patented  Invention.  (1)
10.3    Consulting  Agreements between See/Shell and Drs.  Dr. Shell and Jackie
        See.  (1)
10.4    Original  Equipment Manufacturing Agreement between Olympus Corporation
        and  E-Z  Trac,  Inc.  (3)
10.5    Distribution  Agreement  between  E-Z Trac Inc., and Triton Technology,
        Inc.  (3)
10.6    Employment  Agreement between the Company and William Peizer, Jr. dated
        December  24,  1992.  (4)
10.7    Agreement  between  William  Peizer,  Jr.  and  Clark  M. Holcomb dated
        February  1,  1993.  (4)
10.8    Exchange  of  Stock  Agreement  and  Plan  of  Reorganization among the
        Company, Venus Management, Inc. and the stockholders of Venus
        Management, Inc. (4)
10.9    Co-Management  Agreements dated June 30, 1993 between Venus Management,
        Inc.  and  Medical  Funding  of  America,  Inc.  (4)
10.10   Agreement  dated  June  30,  1993  between  Venus Management, Inc. and
        Medical  Funding  of  America,  Inc.  (4)
10.11   Letter  dated  August  20,  1993  between the Company and
        Lewis, D'Amato, Brisbois & Bisgaard re Debt Conversion Agreement.  (4)
10.12   Letter  agreement  dated  March 13, 1993 between the Company and Clark
        M. Holcomb; Sale of Stock Agreement,  dated  November  1,  1992 by and
        between  the  Company  and  Clark  M.  Holcomb;  and  related
        Promissory  Note  from  Clark  M.  Holcomb  to  the  Company.  (4)
10.13   Agreement  concerning MRI System, dated as of February 10, 1994 by and
        between Siemens Credit Corporation, Venus Management, Inc., the
        Company, Medical Funding of America, Inc. and Tri-County Mobile MRI,
        L.P. and related Transfer of Interest  Agreement,  Corporate Guaranty
        by the Company, Amendment to Promissory Note  of  Medical Funding of
        America, Inc. payable to Siemens Credit Corporation and  Agreement
        concerning  Lease  Payment  between  Venus  Management, Inc. and
        Tri-County  Mobile  MRI,  L.P.  (4)
10.14   Agreement  dated  August 27, 1992 by and between Dr. William Shell and
        Clark  M.  Holcomb  related to shares of the Company's Common Stock
        owned by Dr. Shell.  (4)
10.15   Agreement  dated September 23, 1993 by and between Ladenburg, Thalmann
        Co.,  Inc.  and  the  Company.  (4)
10.16   Consulting  Agreement  for  Financial  Public  Relations  dated as of
        February  25,  1994  by and between the Company and Robert Bienstock
        and Richard Washor. (4)
10.17   License  Agreement,  dated  March  23,  1994 by and between Effective
        Health,  Inc.  and  KCD  Incorporated.  (4)
10.18   Professional  Services  Agreement, dated April 15, 1994 by and between
        RAI  Finanz,  and  the  Company.  (4)
10.19   Consulting Agreement and Stock Plan dated as of August 25, 1994 by and
        between  the  Company  and  Hy  Ochberg.  (4)
10.20   Memorandum  of Understanding dated as of August 16,1994 by and between
        the  Company  and  Raifinanz  (USA),  Inc.  (4)
10.21   Resonex  Equipment  Lease as of June 30, 1993 between Venus Management
        Company  and  Medical  Funding  of  America.  (4)
10.22   Becton  Dickenson  Supply  Agreement  dated  November  2,  1994.
10.23   Form  12b-25  dated  March  30,1995.
10.24   2nd  &  Final  Revised  Proposal  to  Acquire  Pastels International,
        Incorporated  (6)
10.25   Revised  Proposed  Acquisition  of  Nutra  Quest,  Incorporated  (6)
10.26   Number  skipped
10.27   The  1998  Stock  Compensation  Plan  (7)
10.28   The  Amendment  to  the  1998  Stock  Compensation  Plan  (8)
10.29   The  1999  Stock  Compensation  Plan  (10)
10.30   The  2000  Stock  Compensation  Plan  (11)
10.31   The  Amendment  to  the  2000  Stock  Compensation  plan  (12)
10.32   Subscription  Agreement  (13)
10.33   Convertible  Debenture  Agreement  (13)
10.34   Form  of  Warrant  Agreement  (13)
10.35   Employment  Agreement  Mark  Baum  (13)
10.36   Employment  Agreement  Steven  Westlund  (13)
10.37   Employment  Agreement  Owen  Naccarato  (13)
10.38   Modification  Agreement  (Modifying  Exhibit  10.32)(13)
10.39   Final  Stason  U.S.A.  Agreement  (13)
10.40   Amended  Classic  Care  Purchase  Agreement  (13)
10.41   Subscription  document  dated  August  20,  2001.  (14)
10.42   Classic  Care  Workout  (spin-off)  Agreement
10.43   Amendment  One  to  the  Workout  Agreement
22.1    Subsidiaries  of  the  Company  &  See/Shell  Biotechnology,  Inc.  (1)
22.2    Subsidiaries of the Company & E-Z Trac, Inc.-Articles of Incorporation,
        Amendments  and  By-Laws.  (1)
22.3    Subsidiaries  of  the  Company  &  Effective  Health,  Inc.-Articles of
        Incorporation,
        Amendments  and  By-Laws.  (1)
22.4    Subsidiaries  of  the  Company & Venus Management, Inc.  Certificate of
        Incorporation, Amendments and By-Laws. (Included  in  Exhibit  10.9.)
25.     Subsidiaries  of  the  Company.  (4)



(1)   Previously  filed as an exhibit to the Company's registration statement on
      Form  S-18, file number  33-17548-NY, as  amended on August 7,  1990,  and
      incorporated  herein  by  reference.
(2)   Previously  filed as an exhibit to the Company's registration statement on
      Form  S-18, file number 33-17548-NY, as amended  on February 12, 1991, and
      incorporated  herein  by  reference.
(3)   Previously  filed as an exhibit to the Company's registration statement on
      Form  S-1  8, file  number 33-17548-NY, as amended  on  June 24, 1991, and
      incorporated  herein  by  reference.
(4)   Previously  filed  as an exhibit to the Company's Registration Statement
      on  Form  SB-2, file number 33-51684-NY, as amended on September 19, 1994,
      and incorporated  herein  by    reference.
(5)   Previously  filed  as  an exhibit to the Company's Form 10-QSB filed for
      the  quarterly  period  ended  September  30,  1996.
(6)   Previously  filed  as  an exhibit to the Company's Form 10-KSB filed for
      the  period  ended  December  31,  1996.
(7)   Incorporated  by  reference  to  the Company's Form S-8 dated January 9,
      1998  and  filed  with  the  Commission  on  January  9,  1998.
(8)   Incorporated by reference to the Company's Form S-8 dated March 25, 1998
      and  filed  with  the  Commission  on  March  25,  1998.
(9)   Incorporated  by  reference  to  the Company's Form S-8 dated April 4,
      1999  and  filed  with  the   Commission  on  March  19,  1999.
(10)  Incorporated  by reference to the Company's Form S-8 dated October 15,
      1999  and  filed  with    the  Commission  on  October  15,  1999.
(11)  Incorporated by reference to the Company's Form S-8 dated February 11,
      2000  and  filed  with  the  Commission  on  February  11,  2000.
(12)  Incorporated by reference to the Company's Form S-8 dated May 26, 2000
      and  filed  with  the  Commission  on  May  26,  2000.
(13)  Previously  filed as an exhibit to the Company's Form 10-KSB filed for
      the  period  ended  December  31,  2000.
(14)  Incorporated  by  reference to the Company's Form SB/2 dated and filed
      on  August  27,  2001,  file  number  333-68444.

     (b)     Reports  on  Form  8-K:

     1.     Form 8-K dated November 13, 2001 reporting the spin-off Classic Care
Pharmacy  as  a  separate  public  entity.

     2.     The  company  filed  the  following  reports  on Form 8-K during the
quarter  ended  September  30,  2001:

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.

                         Kaire  Holdings  Incorporated

                         By:     /s/     Steven  R.  Westlund
                                  ---------------------------
                                 Steven  R.  Westlund  Chief  Executive  Officer

                         Dated:   April  _____,  2002

     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.

/s/     Steven  R.  Westlund                               April  _______,  2002
---     --------------------
Steven  R.  Westlund  Chief  Executive  Officer  and
Director

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