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, 2007.





[   ]
            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)








Delaware
            8980
            13-3367421(State
      or other jurisdiction of
            (Primary
      Standard Industrial
            (I.R.S.
      Employerincorporation
      or organization)
            Classification
      Code Number )
            Identification
      No.)





7700 Irvine Center Drive, suite 870, Irvine,
      California
            92608(Address
      of principal executive offices)
            (Zip
      code)





Registrant's
Telephone number, including area code: (949) 861-3560











(Former
name, former address and former fiscal year, if changed since last
report)





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  XNo 





Check if
there is no disclosure of delinquent filers in response to Item 405 Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of Registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. ⁯





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


Yes
⁯   No [x]





The
issuer had net revenues of $0 for the fiscal year ended December 31,
2007.





The
aggregate market value of the voting stock held by non-affiliates on March 31,
2008 was approximately $1,278,480 based 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, 2007,
900,000,000 shares of the issuer’s Common Stock were outstanding.  As
of March 31, 2008, 900,000,000 shares of the issuer’s Common Stock were
outstanding.








1





DOCUMENTS
INCORPORATED BY REFERENCE





The
Company’s report on Form S-8 dated February 1, 2006: Items 1.01


The
Company’s report on Form S-8 dated April 17, 2006: Items 4.02 and 7


The
Company’s report on Form 8-K dated February 5, 2007: Items 4.01 and
9.01


The
Company’s report on Form 8-K dated February 6, 2007: Items 2.01 and
9.01


The
Company’s report on Form 8-K dated February 23, 2007: Items 5.01 and
9.01


The
Company’s report on Form 8-K dated May 14, 2007: Items 2.01 and
9.01


The
Company’s report on Form 8-K dated October 3, 2007: Item 9.01





Transitional Small Business Disclosure
Format                                                                                     Yes           NoX






2


PART
I





ITEM
1. Description of Business





Business





Present
Business





On July
2, 2007, Kaire Holdings Incorporated through its wholly-owned subsidiary,
YesRx.com acquired all the outstanding shares of H&H Glass, Inc., in
exchange for 783,000,000 shares of its common stock in a reverse triangular
merger.  H&H Glass is a glass importer that supplies custom
products such as perfume bottles and food condiment bottles, plus provides its
customers complementary services such as  product design and mold
making.  H&H Glass acquires its products mainly from one supplier
in China and Taiwan and sells its products through several distributors in the
United States and Canada who service small to medium sized
customers.  H&H imports in excess of 1,000 shipping containers of
glass a year.  Depending on the size of the product, a container can
contain anywhere from 3,000 to 300,000 pieces.





History





Kaire
Holdings Incorporated (“Kaire”), a Delaware corporation, was incorporated on
June 2, 1986 as Interactive Medical Technologies,
Ltd.  (“IMT”).  Effective February 3, 1998, Kaire changed
its name from Interactive Medical Technologies, Ltd. to Kaire Holdings
Incorporated.  Kaire’s headquarters are currently in Irvine,
California.  At the beginning of 2007, Kaire had two subsidiaries,
Effective Health, Inc. and YesRx.com, Inc.  Effective Health Inc. was
shut down in February 4, 2007, subsequent to the signing of the January 2007
signing of the letter of intent to acquire H&H Glass.  Yes Rx.com
Inc, acquired H&H Glass, an Illinois corporation on July 2,
2007.  H&H Glass was formed in 1989 and distributes Asian glass
containers to the North American market including Canada.





On
February 4, 2007, all pharmaceutical operations ceased and we vacated the
facility in Fillmore, California, which was on a month to month
lease.  Kaire’s corporate headquarters are now located at its
subsidiary YesRx.com (“H&H Glass”) in Irvine California.





Acquisition of H&H
Glass





On
January 23, 2007, Kaire, through its subsidiary YesRx.com, signed a Letter of
Intent to acquire H&H Glass. On July 2, 2007, Kaire acquired all the
outstanding shares of H&H Glass, Inc. (“H&H Glass”), in exchange for
783,000,000 (87.0%) shares of its common stock in a reverse triangular merger
(the “Merger”).  The acquisition has been accounted for as a reverse
merger (recapitalization), with H&H Glass deemed to be the accounting
acquirer.  Accordingly, the historical financial statements presented
herein are those of H&H Glass, as adjusted to give effect to any difference
in the par value of the issuer’s and the accounting acquirer’s stock with an
offset to capital in excess of par value, and those of Kaire (the legal
acquirer) since the Merger.  The retained earnings of the accounting
acquirer have been carried forward after the acquisition, and H&H Glass’s
basis of its assets and liabilities were carried over in the
recapitalization.  Operations prior to the business combination are
those of the accounting acquirer.





In
addition, as part of the transaction, all current convertible note holders have
agreed to restructure their debt into zero coupon fixed rate convertible
preferred shares with a two year hold on any conversions.





Product Liability
Insurance





We carry
product liability insurance through the Golden Eagle Insurance
Corporation.







3


Competition





We do not
compete with the large glass manufacturing companies because they require
minimum orders which are very large.  Other importers are our main
competition, which operate on a smaller scale, usually out of their homes and
without name recognition.  However, they do sometimes have a broader
distribution network and warehousing facilities which can cover almost all of
the United States and Canada market area.   H&H Glass feels
its competitive advantage is smaller minimum run requirements, shorter runaround
on mold orders at a lower cost, provides assistance in product
design.  H&H Glass generally also has a longer service history
than its competitors.





Some of
our larger competitors are Owens Illinois, Vitro, Weaton’s and SGB Group
(France).





Patents, Licenses and
Trademarks





Not
Applicable





Royalty
Agreements





Not
Applicable





Government
Regulations





Not
Applicable





Research and Development
Plan





Not
Applicable





Employees





H&H
Glass has four (4) full time employees and one (1) part time
employee.





ITEM
2.  Description of Property





In
January 2003, Kaire entered into an operating lease agreement for the pharmacy
in Fillmore, California, which served as its corporate
headquarters.  At the time the pharmacy facility was approximately 843
square feet with a monthly payment of $1,170.  In May 2004 Kaire
expanded its space to approximately 1,115 square feet, with a monthly payment of
$1,520 and in March 2005 Kaire expanded its space to approximately 1,800 square
feet and paid $2,245 a month.  The lease expired in 2005, and Kaire
stayed on a month to month lease.  As of February 4, 2007, Kaire
vacated this facility.





Kaire’s
new corporate headquarters are now located in the H&H Glass’s offices
located at 7700 Irvine Center Drive, Suite 870, Irvine California,
92618.   H&H Glass’s lease is 2,887 Square Feet and expires
on 8/31/08.  The monthly rate per square foot is currently
$2.40.





ITEM
3.  Legal Proceedings





Litigation





H.D. Smith Wholesale Drug
Company – Action for breach of contact and other various causes of
action





On
December 30, 2004 a settlement was reached where Kaire was obligated to pay the
plaintiff $50,000 on behalf of its subsidiary, Classic Care
Pharmacy.  The balance owed as of December 31, 2007 was $25,692, and
Kaire is in breach of this settlement





Except as
otherwise specifically indicated above, management believes that the Company
does 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, 2007.








4





ITEM
4.                      Submission
of Matters to a Vote of Securities Holders





An
Information Statement was furnished in accordance with the requirements of
Regulation 14C promulgated under the Securities Exchange Act of 1934, as
amended, by KAIRE HOLDINGS INC., in connection with certain actions to be taken
by the written consent by the majority shareholders of Kaire Holdings, Inc.
dated January 7, 2008.  The proxy was mailed on February26,
2008.





The actions to be taken by written
consent were as follows:





1.
            Amendments
      (the “Certificate Amendment”) to our certificate of incorporation, as
      amended (the “Certificate of Incorporation”),
to





a.
            effect
      a reverse stock split of our issued and outstanding common stock at a
      ratio of at least 1-for-100 and up to 1-for-200, the exact ratio subject
      to the definitive action of our Board of Directors (the “Board of
      Directors”) within 120 days after the date of the stockholder approval,
      and retain the current number of authorized shares and the par value of
      common stock reflected in our Certificate of Incorporation;
      and





b.           change
our name to “International Packaging and Logistics Corporation”;
and





c.           authorize
50,000,000 shares of blank check preferred stock.





2.
            Change
      state of incorporation from Delaware to
Nevada.





3.           The
ratification of the appointment of PMB Helin Donovan, LLP as our
independentaccountants for the current fiscal year








5


PART
II





ITEM
5.                      Market
for Common Equity and Related Shareholder Matters





Our
common stock is quoted on the Over-the Counter Bulletin Board, (“the OTCBB”),
under the trading symbol “KAIH”.  The following table set forth the
quarterly high and low bid prices per share for our common stock.  The
bid prices reflect inter-dealer prices, without retail markup, markdown, or
commission and may not represent actual transactions.








High
            LowYear
      ended December 31, 2006First
      quarter
            $  0.024
            $  0.007Second
      quarter
            $  0.029
            $  0.007Third
      quarter
            $  0.018
            $  0.004Fourth
      quarter
            $  0.012
            $  0.006Year
      ended December 31, 2007First
      quarter
            $  0.04
            $  0.007Second
      quarter
            $  0.02
            $  0.009Third
      quarter
            $  0.02
            $  0.01Fourth
      quarter
            $  0.02
            $  0.008Year
      ended December 31, 2008First
      Quarter
            $  0.03
            $  0.01








As of
February 29, 2008, there were approximately 825 registered shareholders of
KAIH’s Common Stock with 900,000,000 shares issues and outstanding.





Dividends





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





Transfer Agent and
Registrar





KAIH’s
transfer agent is Jersey Transfer and Trust Company, 201 Bloomfield Avenue,
Verona, NJ 07044.





Securities authorized for
issuance under equity compensation plans.





N/A





Recent Sales of Unregistered
Securities





Preferred shares
issued:





At
December 31, 2006 Kaire had $2,624,170 of convertible debt and related accrued
interest.  In conjunction with the letter of intent for the reverse
acquisition, the note holders executed a debt restructure agreement which
modified the agreements as follows:


a.
            All
      note holders (the Longview Funds and Alpha Capital) agree to stop accruing
      interest and freeze all conversions and any exercise of
      warrants.


b.
            All
      penalties and default interest accrued are to be
  waived.


c.
            All
      note holders agreed to convert their convertible debt plus accrued
      interest into fixed rate convertible preferred shares, zero coupon rate,
      upon the filing of a 14C proxy by the new entity authorizing such
      shares.  The exercise price will be fixed on a post reverse
      split basis of $3.00 per share.


d.
            The
      Holders agree to a lock up their share position in Kaire Holdings until
      the market cap of KAIH reaches $15,000,000 on a post reverse split basis
      (current equivalent of $0.015 per
share)







6


Using a
rounded value of $2,600,000 for outstanding principal and interest of
convertible debt, the number of shares issued based on a $3.00 post reverse
split value would be 866,667 shares or 173,333,333 pre-reverse
split.





Common Shares
issued:





On
October 19, 2007, pursuant to an “Agreement and Plan of Merger” agreement dated
on or about January 23, 2007 and executed between Kaire Holdings Inc., Kaire
Holdings Incorporated’s subsidiary YesRx.com and H&H Glass. The following
Kaire Holdings Inc. shares were issued valued at $0.01 per share:








Issued
      to
            
            
            Number
      of SharesStandard
      Resources LTD.  (1)
            783,000,000Naccarato
      & Associates     (2)
            
            45,000,000Steven
      Westlund                (3)
            
            27,000,000Randall
      Jones                     (4)
            
            2,383,194Total
            
            
            857,383,194








(1)
            Standard
      Resources LTD is a related company to Allen Lin the founder and CEO of
      H&H Glass.  Standard Resources was issued 828,000,000 shares
      but assigned 45,000,000 of those shares to Naccarato and Associates at the
      time of issuance..


(2)
            See
      (1) above


(3)
            Mr.
      Westlund, CEO of Kaire Holdings, Inc., received 3% of the equity of the
      Kaire in the form of  27,000,000
  shares


(4)
            Mr.
      Jones, CFO of Kaire Holdings through April 11, 2007, received 0.27% of the
      equity of Kaire in the form of 2,383,194
shares.




















7





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





Plan of
Operation





Our
general operating plan up is as follows:





Short
Term





·
            Continue
      growing revenue and profits through the existing
  business;





·
            To
      meet the challenge of the declining US currency while maintaining revenue
      and profitability. our goal will be to  focus closely on product
      mix and improve our gross margin;





·
            To
      expand the supply network for our
products;





·
            Expand
      our current business model to include other areas that fall within our
      distribution expertise such as packaging that uses plastic and acrylic
      material.





Long
Term





·
            To
      expand our service into other areas such as Europe and Australia through
      the same supplier channel.  Our existing business model copies
      to other markets naturally.





Concerning
working capital, the current business generates enough cash to support
operational and non-operational expenses.








Results
of Operations





Year Ended December 31, 2007
Compared to December 31, 2006





Revenue:





For the
years ending December 31, 2007 and 2006, revenues were approximately $18,852,647
and $14,533,801 respectively, for an increase of $4,318,846 (29.7%) over the
same period in 2006. The increase in revenue is a mainly a result of higher
product demands from existing customers plus one new large U.S. food
manufacturer.  The new food manufacturer contributed close to three
million dollars in additional revenue for the year.








Cost of Goods
Sold:





Cost of
goods sold for the years ended December 31, 2007 and 2006 were $18,082,147 and
$13,044,014 respectively, for an increase of $5,038,133 (38.6%) over the same
period in 2006. This increase is a direct result of the increase in
sales.  The increase is mainly a result of an increase in ocean
freight of $1,302,146 (114.72%) over prior year due to the increased cost of
shipping such as fuel costs, and an increase in the cost of product of
$2,568,092 (22.8%) over prior period due mainly to a shortage of
materials.    The increase is also due to a valuation
reserve adjustment of approximately $500,000 made against product returned from
a client.





Gross
Profit:





Gross
profit was $770,500 and $1,489,787 years ended December 31, 2007 and 2006, a
decrease of $719,287 (48.3%) over the same period in 2006.   The
gross profit margin as a percent of sales for the years ended December 31, 2007
and 2006 was 4.1% and 10.3 % respectively or a decrease of 6.16%.  The
decrease in gross profit percentage was mainly attributable to an increase in
the cost of product which accounted for 2.43% of the overall decrease and the
increase in the cost of ocean freight accounted for .096% of the overall
decrease in gross margin.  Gross margin was affected by an inventory
valuation adjustment of approximately $500,000, for which there was no
equivalent adjustment in 2006.











8





Operating
Expenses:





Operating
expenses for the years ended December 31, 2007 and 2006 were $1,024,469 and
$997,459 respectively for an increase of $27,010 (2.7%).  The $27,010
increase in operating expenses was attributable to increases in the following:
1) salaries and related expenses of $27,957 (6.7%), 2) increase in rent of
$8,408 (11.2%) offset by a decrease in general administration of $9,355
(1.9%)  The $27,957 increase in salaries and related expenses is a
result of the following:  1) $14,000 of discretionary bonuses, 2)
$18,720 of salary increases issued to employees offset by 3) $4,763 reduction in
salaries due to a temporary headcount reduction.   The increase
in rent is due to the increase in the lease rate for 2007.  For an
explanation of the $9,355 decrease in administrative expenses, please see the
following table.








ADMINISTRATIVE EXPENSES
            
            
            
            $
      VAR
            
            %
      VAR12/31/2006
            
            12/31/2007Bad
      Debt Expense
            $138,526
            
            $15,454
            
            $
      (123,072)
            
            -88.84%
            write
      off for aged invoicesProfessional
      Service Expense
            3,395
            
            48,087
            
            44,692
            
            1316.41%
            Fees
      for Audit of prior yearsAccounting
            -
            
            44,925
            
            44,925
            
            100.00%
            2007
      audit and accounting expensesTravel
      Expense
            257,828
            
            285,209
            
            27,381
            
            10.62%
            Cost
      of Traveling is higher than last yearOther
            103,031
            
            99,750
            
            (3,281)
            
            (3.18%)
            Miscellaneous
      items$502,780
            
            $493,425
            
            $(9,355)
            
            (1.9%)











Other
Income (Expenses):





Interest
income for the years ended December 31, 2007 and 2006 was $22,880 and $12,683
respectively for an increase of $10,197 (80.4%) as a result of a larger sum of
money being left in the bank to earn interest.  Interest expense of
$16,667 for the year ended December 31, 2007 is the interest on two promissory
notes issued in February 2007 that total $250,000 in the
aggregate.  There was no equivalent expense in the previous
year.





Federal
Income Tax





The
Company utilizes SFAS No. 109, “Accounting for Income Taxes,” which requires the
recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements or
tax returns.  Under this method, deferred income taxes are recognized
for the tax consequences in future years of differences between the tax bases of
assets and liabilities and their financial reporting amounts at each period end
based on enacted tax laws and statutory tax rates applicable to the periods in
which the differences are expected to affect taxable
income.  Valuation allowances are established, when necessary, to
reduce deferred tax assets to the amount expected to be realized.  The
provision for income taxes represents the tax payable for the period and the
change during the period in deferred tax assets and liabilities








9





Liquidity
and Capital Resources





Cash flow
used in operations for the year ended December 31, 2007 amounted to
$431,331, which mainly consisted the loss for the year ended December
31, 2007 of $302,222 plus the following  1) depreciation expense of
$3,562, 2) increase in accounts payable and accrued expenses of $119,481, 3) bad
debt expense of $15,454, and 4) increase in accrued interest of $16,667, offset
by  1) decrease in accrued liabilities of $1,174, 2) increase in
inventory of $25,000, 3) an increase  in prepaid income taxes of
$15,002 and 4) an increase in deferred tax asset of $74,457, 5) an increase in
accounts receivable of $4,797, and 6) a decrease in income taxes payable of
$163,843.





The
increase in accounts payable and accrued expenses of $119,481 consisted of the
following 1) an increase in accounts payable of $98,056, and 2) increase in
accrued professional fees of $21,425.





Net cash
used in investing activities for year ended December 31, 2007 was
$nil.





Net cash
generated in financing activities for year ended December 31, 2007 was
$51,418, which consisted of $53,918 of cash acquired in the merger with Kaire,
offset by the repayment of a $2,500 shareholder advance.





On
December 31, 2007 the Company had total assets of $4,484,011 compared to
$4,748,142 on December 31, 2006, a decrease of $264,131or 5.6%.  The
Company had a total stockholder's deficit of $843,673 on December 31, 2007,
compared to a stockholder’s equity of $1,685,315 on December 31, 2006, a
decrease of $841,642 (49.9%).  As of December 31, 2007 the
Company's working capital position decreased by $899,920 (58.9%) from working
capital of $1,527,983 at December 31, 2006 to working capital of $628,163 at
December 31, 2007.  These decreases were a result of assuming Kaire’s
assets and liabilities.





Estimated future cash
requirements





Over the
next twelve months, management is of the opinion that sufficient working capital
will be obtained from operations.








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





None





ITEM
8A.                      Controls
and Procedures.





(a)
Evaluation of disclosure controls and procedures. Our Chief Executive Officer
and Principal Financial Officer, after evaluating the effectiveness of our
"disclosure controls and procedures" (as defined in the Securities Exchange Act
of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by
this Annual Report on Form 10-KSB (the "Evaluation Date"), were unable to
conclude that as of the Evaluation Date, our disclosure controls and procedures
are effective to provide reasonable assurance that information we are required
to disclose in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission rules and forms. We believe that we
will have effective internal controls to meet this requirement prior to the
filing of our annual report for the year ended December 31, 2008.





(b)
Changes in internal control over financial reporting. There were no changes in
our internal control over financial reporting during our most recent fiscal
quarter that materially affected, or were reasonably likely to materially
affect, our internal control over financial reporting.




10


Limitations
on the Effectiveness of Internal Controls





Disclosure
controls and procedures, no matter how well designed and implemented, can
provide only reasonable assurance of achieving an entity's disclosure
objectives. The likelihood of achieving such objectives is affected by
limitations inherent in disclosure controls and procedures. These include the
fact that human judgment in decision-making can be faulty and that breakdowns in
internal control can occur because of human failures such as simple errors or
mistakes or intentional circumvention of the established process.





Item
8A(T).  Controls and Procedures.








Disclosure
Controls and Procedures





As
of December 31, 2007, under the supervision and with the participation of the
Company's Chief Executive Officer and the Chief Financial Officer, management
has evaluated the effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based on that evaluation, the Chief
Executive Officer and the Chief Financial Officer have concluded that the
Company's disclosure controls and procedures were not effective as of December
31, 2007.





Changes
in Internal Control over Financial Reporting





There
were no changes in internal control over financial reporting that occurred
during the last fiscal quarter covered by this report that have materially
affected, or are reasonably likely to affect, the Company's


internal
control over financial reporting.








Management's
Report on Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in the Securities
Exchange Act of 1934 Rule 13a-15(f). Our Chief Executive Officer and Chief
Financial Officer conducted an evaluation of the effectiveness of our internal
control over financial reporting based on the framework in Internal Control -
Integrated Framework, issued by the Committee of


Sponsoring
Organizations of the Treadway Commission ("COSO Framework").





Based
on this evaluation, management has concluded that our internal control over
financial reporting was not effective as of December 31, 2007.  Our
principal Chief Executive Officer and Chief Financial Officer
concluded


we have a
material weakness due to lack of segregation of duties. Our size has prevented
us from being able to employ sufficient resources to enable us to have an
adequate level of supervision and segregation of duties within our internal
control system. There is one person involved in processing of transactions.
Therefore, it is difficult to effectively segregate accounting
duties.  Additionally, our controls over the preparation and close of
our financial statements were not effective.  We posted a material
adjustment relating to our consignment inventory.


As
a result of this material weakness we have implemented remediation procedures
whereby in December 2007 we have hired an additional administrative person and
will retain an outside professional firm to assist in the separation of duties
on an ongoing basis.  We will continue to monitor and assess the costs
and benefits of additional staffing.





This
annual report does not include an attestation report of the Company's
independent registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to


attestation
by the Company's independent registered public accounting firm pursuant to
temporary rules of the SEC that permit the company to provide only management's
report on internal control in this annual report.





Item
8B.                      Other
Information.





N/A






11




PART
III





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





The Company has three directors and a
sole executive officer, and their ages and positions with the Company as of
December 31, 2007 are as follows:







Name
            Age
            Office
            SinceSteven
      R. Westlund
            60
            Chairman,
      CEO  and Acting CFO
            1995William
      Gresher
            61
            Director
            January
      2007Allen
      Lin
            54
            Director
            January
      2007





Randall
Jones was terminated as Chief Financial Officer as of April 9,
2007.  Mr. Westlund will act as temporary CFO until a replacement is
found.




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.





Allen Lin
has over 17 years of packaging industry and financial venture investment
experiences which included successful start-ups, H & H Glass Inc., in 1989,
where he is instrumental in global manufacturing outsourcing for rigid packaging
material (including but not limited to glass containers) in packaging
distribution solutions for North America.   Mr. Lin recently
earned a degree of Mater of International Law from a national university in
Germany and also  holds an MBA from  a national university
in Chicago, Illinois, USA (graduated with Honor).   Mr. Lin has
gained a lot of international exposures mainly from the tasks involved in
identifying merger and acquisition candidates in the packaging distribution
network and promoting his packaging business in the North American, South
American and European continents.  Born and raised in Taiwan, Mr. Lin
is fluent in both Chinese and English.





William
Gresher is currently the Chief Financial Officer with The Mexmil Company where
he has been for the last 4 years.  Prior to Mexmil, Bill held high
level financial positions in several companies including the Chief Financial
Officer for Distinctive Appliances, Inc. (DACOR), in Pasadena, CA, Vice President of Finance forFadal Engineering in Chatsworth, CA., Vice President Corporate Financial
Planning for Allergan Inc., Irvine, CA., Vice President Controller, Bentley
Laboratories, Inc., Irvine CA, a division of Baxter International, Inc.,
Controller of Bell & Howell Co., Lincolnwood, IL., and several years with
Arthur Andersen & Co., Chicago, IL.  Mr. Gresher has a Bachelors
Degree in Accounting and an MBA from Northern Illinois
University.  Mr. Gresher started his career as a CPA with Arthur
Andersen & Co. Next, Mr. Gresher moved to Bell & Howell for 8 years of
which 4 years were spent in Tokyo, Japan where he was Plant Controller for their
manufacturing operations. The next 10 years were spent with Baxter International
in a variety of managerial positions including Director of Finance – Asia
Pacific, Assistant Corporate Controller and Vice President Finance for Bentley
Laboratories in Irvine California. At Allergan Inc., Bill held Vice President
positions for the Humphrey, International and European divisions, as well a Vice
President Corporate Financial Planning.








Directors
received no remuneration during the year ended December 31, 2007.  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.







12


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, 2007, all Section 16(a)
filing requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with.





Code of Ethics for the Chief
Executive Officer and the Principal Financial Officer





On
September 7, 2004, the sole Board of Directors of the Company adopted the Code
of Ethics for Chief Executive Officer and the Principal Financial Officer, which
was included as exhibit 14.1 with the December 31, 2004 Form 10KSB.








ITEM
10.                      Executive
Compensation





The
following table sets forth certain summary information regarding compensation
paid by Kaire holdings for services rendered during the fiscal years ended
December 31, 2007 and 2006, respectively, to Kaire Holding’s Chief Executive
Officer and Chief Financial Officer during such period.








Summary
Compensation Table


Executive
Compensation:





SUMMARY
      COMPENSATION TABLEName
      and principal position
            Year
            Salary
      ($)
            Bonus
      ($)
            Stock
      Awards ($)
            Option
      Awards ($)
            Non-Equity
      Incentive Plan Compensation ($)
            Nonqualified
      Deferred Compensation Earnings ($)
            All
      Other Compensation ($)
            Total
      ($)Steve
      Westlund, CEO and CFO
            2007
            0
      K
            0
            270
      K
            0
            0
            0
            0
            270
      KRandall
      Jones
              CFO
      *
            2007
            0
            0
            24
      K
            0
            0
            0
            0
      K
            24
      K








* Randall
Jones was terminated as Chief Financial Officer as off April 9,
2007.  Mr. Westlund will act as temporary CFO until a replacement is
found.








During
2007, Mr. Westlund received 3% of the equity of the new entity in the form of
27,000,000 shares valued at the market price at the time of $.01 per
share.





During
2007, Mr. Jones received 0.3% of the equity of the new entity in the form of
2,383,194 shares valued at the market price at the time of $.01 per
share.








13





Outstanding Equity Awards at
Fiscal Year-end





The following table sets forth
certain   summary   information   regarding
outstanding equity awards as of December 31, 2007 to the Company's Chief
Executive Officer and Chief Financial Officer and most highly paid executive
officers during such period.





OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-ENDOPTION
      AWARDS
            STOCK
      AWARDSName
            Number
      of Securities Underlying Unexercised Options
              (#)
              Exercisable
            Number
      of Securities Underlying Unexercised Options
              (#)
              Unexercisable
            Equity
      Incentive Plan Awards: Number of Securities Underlying Unexercised
      Unearned Options
              (#)
            Option
      Exercise Price
              ($)
            Option
      Expiration Date
            Number
      of Shares or Units of Stock That Have Not Vested
              (#)
            Market
      Value of Shares or Units of Stock That Have Not Vested
              ($)
            Equity
      Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights
      That Have Not Vested
              (#)
            Equity
      Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or
      Other Rights That Have Not Vested
              (#)Steve
      Westlund
            o
            o
            o
            o
            o
            o
            o
            o
            oRandall
      Jones
            o
            o
            o
            o
            o
            o
            o
            o
            o











Compensation of
Directors










DIRECTOR
      COMPENSATIONName
            Fees
      Earned or Paid in Cash
              ($)
            Stock
      Awards ($)
            Option
      Awards ($)
            Non-Equity
      Incentive
              Plan
      Compensation
              ($)
            Non-Qualified
      Deferred Compensation Earnings
              ($)
            All
              Other
      Compensation ($)
            Total
      ($)Steve
      Westlund
            0
            0
            0
            0
            0
            0
            0William
      Gresher
            0
            0
            0
            0
            0
            0
            0Allen
      Lin
            0
            0
            0
            0
            0
            0
            0








14


Options/SAR
Grants in the Last Fiscal Year:





None





Employment Agreements
–  N/A





Compensation of
Directors:





Directors
did not receive remuneration for their services as directors for the year ended
December 31, 2007.


H&H
Glass offers health insurance to all its employees.   H&H
Glass also has a discretionary post-employment benefit plan available to its
employees.








ITEM
11.                      Security
Ownership of Certain Beneficial Owners and Management





The
following table sets forth certain information known to the Company with respect
to the beneficial ownership of the Company’s common stock as of December 31,
2007 by (i) each person who is known by the Company to own beneficially more
than 5% of the Company's common stock and (ii) KAIH's directors and executive
officer, and (iii) all officers and directors of KAIH as a group.








Shares
      beneficially owned  (1)Number of shares
            Percentage of class (2)Steve
      Westlund
              7700
      Irvine Center Dr.
              Suite
      870
              Irvine,
      CA 92618
            30,700,000
            3.4%Owen
      Naccarato
            46,875,000
            5.2%18301
      Von Karman Ave.
              Suite
      430
              Irvine,
      CA 92612Standard
      Resources Ltd. (3)
              8/F
      Hing Wong Court
              21-23
      Tai Wong Street East
              Wanchi,
      Hong Kong
            783,000,000
            87.0%Officers
      and Directors as a group
            813,700,000
            90.4%








(1)
Beneficial Ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of common stock subject to options or
warrants currently exercisable or convertible, or exercisable or convertible
within 60 days of December 31, 2007 are deemed outstanding for computing the
percentage of the person holding such option or warrant but are not deemed
outstanding for computing the percentage of any other person.  Except
as pursuant to applicable community property laws, the persons named in the
table have sole voting and investment power with respect to all shares of common
stock beneficially owned.





(2)  Percentage
based on 900,000,000 shares of common stock outstanding as of December 31,
2007.





(3)  Standard
Resources LTD is a related company to Allen Lin the founder and CEO of H&H
Glass.








15





ITEM
12.                      Certain
Relationships and Related Transaction





Allen
Lin





The
Company paid its President, Mr. Allen Lin, salary of $210,000 and $214,950 for
the years ended December 31, 2007 and 2006, respectively.





Josephine
Lin





Josephine
Lin, Mr. Lin’s wife, is employed by the company and was paid salary of $48,000
and $45,600 for the year ended December 31, 2007 and 2006,
respectively.





Steven
Westlund





During
2006, Mr. Westlund was paid $27,625 in cash.





During
2007, Mr. Westlund received 3% of the equity of the new entity in the form of
27,000,000 shares valued at the market price at the time of $.01 per
share.











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








(a)
            Exhibits31.1
            Certification
      of the Chief Executive Officer pursuant to Rule 13a-14(a)( Section 302 of
      the Sarbanes-Oxley Act of 2002)31.2
            Certification
      of the Chief Financial Officer pursuant to Rule 13a-14(a) ( Section 302 of
      the Sarbanes-Oxley Act of 2002)32.1
            Certification
      of the Chief Executive Officer pursuant to 18 U.S.C.ss.1350 (Section 906
      of the Sarbanes-Oxley Act of 2002)32.2
            Certification
      of the Chief Financial Officer pursuant to 18 U.S.C.ss.1350 (Section 906
      of the Sarbanes-Oxley Act of 2002)








(b)
            Reports
      on Form 8-KFebruary
      1, 2006
            Items
      1.01: reporting the issuance of convertible debentures in
      2005.April
      17, 2006
            Items
      4.02 and 7: Restatement of 12-31-04 audited Financial
      StatementsFebruary
      5, 2007
            Items
      4.01 and 9.01: Change in registered certified
accountantFebruary
      6, 2007
            Items
      2.01 and 9.01: Acquisition of H&H Glass by
YesRx.comFebruary
      23, 2007
            Items
      5.01 and 9.01:  Appointment of two new
  DirectorsMay
      14, 2007
            Items
      2.01 and 9.01: Agreement and plan of merger finalizedOctober
      3, 2007
            Item
      9.01: H&H audited financials and
proformas





16








ITEM
14.                      Principal
Accountant Fees and Services





The
Company paid or accrued the following fees in each of the prior two fiscal years
to its independent certified public accountants, PMB Helin Donovan,
LLP:





For
      the Year Ended December 31,2007
            2006Audit
      Fees
            77,619
            $
      53,165Audit-Related
      Fees
            30,835
            $
      30,406Tax
      Fees
            0
            $0All
      Other Fees
            0
            $
      9,548Total
      Fees
            108,454
            $93,119





"Audit
Fees"  consisted of fees billed for services rendered for the audit
of  the
Company’s  annual  financial  statements  and
audit related fees are for  review of the  financial
statements included in the Company’s quarterly reports on Form
10-QSB.





“Other
Fees” consisted of fees associated with the SB2 and S-8 filings and work related
to the production of documents for the H.D. Smith law suit.





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
15, 2008





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
15, 2008


Steven R.
Westlund Chief Executive Officer,


Principal
Financial Officer and Director








/s/Allen
Lin                          
                                           April
15, 2008


Allen
Lin, Director








/s/William
Gresher                                     
                                           April
15, 2008


William
Gresher, Director














17









































Kaire
Holdings Incorporated


and
Subsidiaries





Consolidated
Financial Statements


for
the Years Ended


December
31, 2007 and 2006


18


Kaire
Holdings Incorporated


and
Subsidiaries





Consolidated
Financial Statements


for
the Years Ended


December
31, 2007 and 2006











C  O  N  T  E  N  T  S











Report
      of Independent Registered Public Accountants
            F1Consolidated
      Balance Sheets
            F2Consolidated
      Statements of Operations and Comprehensive Income
            F3Consolidated
      Statements of Shareholders’ Equity
            F4Consolidated
      Statements of Cash Flows
            F5
      – F6Notes
      to Consolidated Financial Statements
            F7
      – F20
































19


Report
of Independent Registered Public Accountants








To the
stockholders and Board of Directors of


Kaire
Holdings Incorporated and Subsidiaries











We have
audited the accompanying consolidated balance sheets of Kaire Holdings, Inc., a
Delaware corporation, as of December 31, 2007 and 2006, and the related
consolidated statements of operations and comprehensive income, shareholders’
equity and cash flows for each of the years then ended.  These
consolidated financial statements are the responsibility of the Company’s
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.





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





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Kaire Holdings, Inc., as of
December 31, 2007 and 2006, and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States.





As
discussed in Note 1 to the financial statements, on July 2, 2007, the Company
entered into a merger transaction.








/s/PMB
Helin Donovan LLP


San
Francisco, California


April 11,
2008








F1
 
 Kaire
Holdings Incorporated and Subsidiaries
 Consolidated
Balance Sheets
 As
of December 31, 2007 and 2006





2007
            
            2006Current
      AssetsCash
            
            $
            210,082
            
            $
            589,995Short-term
      investments
            
            252,231
            
            
            223,972Accounts
      receivable (net of reserve for doubtfulaccounts
      of $0 and $0, respectively
            
            3,766,186
            
            
            3,776,843Prepaid
      taxes
            
            15,002
            
            
            -Consignment
      inventory
            
            25,000
            
            
            -Total
      Current Assets
            
            4,268,501
            
            
            4,590,810Property,
      Plant and Equipment (net of accumulateddepreciation
      of $26,019 and $22,457, respectively)
            
            11,985
            
            
            15,547Other
      AssetsDeposits
            
            6,496
            
            
            6,496Deferred
      tax assets
            
            197,029
            
            
            135,289Total
      Other Assets
            
            203,525
            
            
            141,785Total
      Assets
            $
            4,484,011
            
            $
            4,748,142Liabilities
      and Stockholders’ EquityCurrent
      LiabilitiesAccounts
      payable and accrued expenses
            $
            3,136,626
            
            $
            2,898,984Income
      taxes payable
            
            -
            
            
            163,843Loans
      payable
            
            250,000
            
            
            -Accrued
      interest
            
            16,667
            
            
            -Accrued
      liabilities
            
            237,045
            
            
            -Total
      Current Liabilities
            
            3,640,338
            
            
            3,062,827Stockholders’
      EquityConvertible
      preferred shares: $0.001 par value, 10,000,000,000 sharesauthorized,
      173,333,333 issued and outstanding at December 31, 2007
            
            173,333
            
            
            -Common
      stock: $0.001 par value, 900,000,000 shares authorized,900,000,000
      issued and outstanding at December 31, 2007:No
      par value, 1 share issued and outstanding at December 31,
    2006
            
            900,000
            
            
            1,000Additional
      paid-in capital
            
            -
            
            
            -Accumulated
      other comprehensive income
            
            72,436
            
            
            56,894Retained
      (deficit)/earnings
            
            (302,096)
            
            
            1,627,421Total
      Stockholders’ Equity
            
            843,673
            
            
            1,685,315Total
      Liabilities and Stockholders’ Equity
            $
            4,484,011
            
            $
            4,748,142











The
accompanying notes are an integral part of these financial
statements.
 - F2
-
 
 Kaire
Holdings Incorporated and Subsidiaries
 Consolidated
Statements of Operations and Comprehensive Income
 For
the Years Ended December 31, 2007 and 2006











2007
            
            2006Revenues
            $
            18,852,647
            
            $
            14,533,801Cost
      of goods sold
            
            (18,082,147)
            
            
            (13,044,014)Gross
      Profit
            
            770,500
            
            
            1,489,787Operating
      ExpensesAdministrative
      expenses
            
            493,425
            
            
            502,780Rent
            
            
            83,614
            
            
            75,206Salaries
      and wages
            
            447,430
            
            
            419,473Total
      Operating Expenses
            
            1,024,469
            
            
            997,459Income/(Loss)
      from Operations
            
            (253,969)
            
            
            492,328Other
      Income/(Expenses)Interest
      income
            
            22,880
            
            
            12,683Other
      expense
            
            -
            
            
            (192)Interest
      expense
            
            (16,667)
            
            
            -Total
      Other Income/(Expenses)
            
            6,213
            
            
            12,491Net
      Income/(Loss) before Income Taxes
            
            (247,756)
            
            
            504,819Income
      tax expense
            
            (54,466)
            
            
            (202,972)Net
      Income/(Loss)
            
            (302,222)
            
            
            301,847Other
      Comprehensive IncomeUnrealized
      gain on investments
            
            15,542
            
            
            30,942Comprehensive
      Income/(Loss)
            $
            (286,680)
            
            $
            332,789Earnings
      per weighted average share of common stock - basic and
    diluted
            $
            (0.00)
            
            $
            0.00Weighted
      average shares outstanding - basic and diluted
            
            840,698,630
            
            
            783,000,000








The
accompanying notes are an integral part of these financial
statements.
 - F3
-
 
 Kaire
Holdings Incorporated and Subsidiaries
 Consolidated
Statements of Shareholders’ Equity
 For
the Years Ended December 31, 2007 and 2006














Additional
            
            Accumulated
      OtherPreferred
      Stock
            
            Common
      Stock
            
            Paid-In
            
            Comprehensive
            
            AccumulatedShares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Income
            
            (Deficit)/Earnings
            
            TotalBalance,
      December 31, 2005
            -
            
            $
            -
            
            1
            
            $
            1,000
            
            $
            -
            
            
            25,952
            
            $
            1,325,574
            
            $
            1,352,526Unrealized
      gain on investment, net of tax
            -
            
            
            -
            
            -
            
            
            -
            
            
            -
            
            
            30,942
            
            
            -
            
            
            30,942Net
      income
            -
            
            
            -
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            301,847
            
            
            301,847Balance,
      December 31, 2006
            -
            
            $
            -
            
            1
            
            $
            1,000
            
            $
            -
            
            
            56,894
            
            $
            1,627,421
            
            $
            1,685,315Effect
      of reverse merger:Net
      effect of assumption of Kaire assets and
              liabilities
            173,333,333
            
            
            173,333
            
            42,616,806
            
            
            42,617
            
            
            42,536,501
            
            
            -
            
            
            (43,307,413)
            
            
            (554,962)Issuance
      of shares to H&H Glass owners in
              connection
      with the merger
            -
            
            
            -
            
            783,000,000
            
            
            783,000
            
            
            (783,000)
            
            
            -
            
            
            -
            
            
            -Issuance
      of other shares in connection with
              the
      merger
            -
            
            
            -
            
            74,383,194
            
            
            74,383
            
            
            (74,383)
            
            
            -
            
            
            -
            
            
            -Reclassifications
      due to reverse merger
            -
            
            
            -
            
            (1)
            
            
            (1,000)
            
            
            1,000
            
            
            -
            
            
            -
            
            
            -Elimination
      of accumulated deficit of Kaire
            -
            
            
            -
            
            -
            
            
            -
            
            
            (41,680,118)
            
            
            -
            
            
            41,680,118
            
            
            -Unrealized
      gain on investment, net of tax
            -
            
            
            -
            
            -
            
            
            -
            
            
            -
            
            
            15,542
            
            
            -
            
            
            15,542Net
      income
            -
            
            
            -
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (302,222)
            
            
            302,222)173,333,333
            
            $
            173,333
            
            900,000,000
            
            $
            900,000
            
            $
            -
            
            $
            72,436
            
            $
            (302,096)
            
            $
            843,673








The
accompanying notes are an integral part of these financial
statements.
 - F4
-
 
 Kaire
Holdings Incorporated and Subsidiaries
 Consolidated
Statements of Cash Flows
 For
the Years Ended December 31, 2007 and 2006











2007
            
            2006Increase
      (decrease) in cash and cash equivalents:Net
      income/(loss)
            $
            (302,222)
            
            $
            301,847Adjustments
      to reconcile net loss to net cash usedin
      operating activities:Depreciation
      expense
            
            3,562
            
            
            5,167Bad
      debt
            
            15,454
            
            
            138,526Changes
      in operating assets and liabilities:Increase
      in accounts receivable
            
            (4,797)
            
            
            (1,510,182)Increase
      in inventory
            
            (25,000)
            
            
            -Increase
      in prepaid taxes
            
            (15,002)
            
            
            -Increase
      in deferred tax asset
            
            (74,457)
            
            
            (25,108)Decrease
      in income taxes payable
            
            (163,843)
            
            
            (81,252)Increase
      in accounts payable and accrued expenses
            
            119,481
            
            
            1,541,657Increase
      in interest payable
            
            16,667
            
            
            -Decrease
      in accrued liabilities
            
            (1,174)
            
            
            -Net
      cash (used in)/generated by operating activities
            
            (431,331)
            
            
            370,655Cash
      flow from investing activities:Net
      cash used in investing activities
            
            -
            
            
            -Cash
      flow from financing activities:Cash
      acquired from acquisition of Kaire
            
            53,918
            
            
            -Payments
      on shareholder advance
            
            (2,500)
            
            
            -Net
      cash generated by financing activities
            
            51,418
            
            
            -Net
      (decrease)/increase in cash and cash equivalents
            
            (379,913)
            
            
            370,655Cash
      and cash equivalents at beginning of year
            
            589,995
            
            
            219,340Cash
      and cash equivalents at end of period
            $
            210,082
            
            $
            589,995














(continued)


The
accompanying notes are an integral part of these financial
statements.
 - F5
-
 
 Kaire
Holdings Incorporated and Subsidiaries
 Consolidated
Statements of Cash Flows (continued)
 For
the Years Ended December 31, 2007 and 2006











Supplementary
      disclosures of cash flow informationCash
      paid during the year forInterest
            $
            -
            
            $
            -Taxes
            $
            307,768
            
            $
            309,332During
      the year ended December 31, 2007, the Company entered into the following
      non-cash transactions.Issued
      173,333,333 shares of convertible preferred stock for settlement of
      $2,624,170 of convertible debt and
              interest
      of KaireIssued
      857,383,194 shares of common stock in association with the merger with
      H&H Glass, Inc.Unrealized
      gain on short-term investments, net of tax
            $
            15,542
            
            $
            30,942Merger
      of Kaire Holdings, Incorporated, and H&H Glass, Inc.Cash
            $
            53,918
            
            $
            -Accounts
      payable and accrued expenses
            
            (120,661)
            
            
            -Loans
      payable
            
            (250,000)
            
            
            -Accrued
      liabilities
            
            (238,219)
            
            
            -Net
      liabilities assumed
            $
            (554,962)
            
            $
            -














The
accompanying notes are an integral part of these financial
statements.
 - F6
-
 
 Kaire
Holdings Incorporated and Subsidiaries
 Notes
to Consolidated Financial Statements
 December
31, 2007 and 2006


1.                          Summary of Significant
Accounting Policies





Nature of
Operations





On July
2, 2007, Kaire Holdings Incorporated (“Kaire” or “the Company”) through its
wholly-owned subsidiary, YesRx.com (“YesRx”) acquired all the outstanding shares
of H&H Glass, Inc. (“H&H Glass” or “H&H”), in exchange for
783,000,000 shares of its common stock in a reverse triangular merger (the
“Merger”).  H&H Glass is a glass importer that supplies custom
products such as perfume bottles and food condiment bottles, plus provides
complementary services such as container design and mold
making.  H&H Glass imports glass containers from Asia and
distributes to North America.  H&H Glass acquires its products
mainly from one supplier in China and Taiwan and sells its products through
several distributors in the United States and Canada who service small to medium
sized customers.  H&H imports in excess of 1,000 shipping
containers of glass a year.  Depending on the size of the product, a
container can contain anywhere from 3,000 to 300,000 pieces.








Organization and Line of
Business





Kaire
Holdings Incorporated, a Delaware corporation, was originally incorporated on
June 2, 1986.





Effective
February 3, 1998, Kaire changed its name to Kaire Holdings Incorporated from
Interactive Medical Technologies, Ltd.





On
January 23, 2007, Kaire Holdings Incorporated and its wholly-owned subsidiary,
YesRx, executed a Letter of Intent whereby YesRx would acquire all of the
outstanding stock of H&H Glass Corporation, an Illinois
corporation.  H&H Glass was formed in 1989.  As part of
this transaction, on February 4, 2007, Kaire Holdings discontinued its pharmacy
business, and Effective Health, Inc., was voluntarily shut down.








Merger and Corporate
Structure





On July
2, 2007, an Agreement and Plan of Merger was executed between Kaire Holdings
Incorporated, its wholly-owned subsidiary YesRx.com, and H&H Glass, whereby
YesRx.com acquired all of the outstanding stock of H&H Glass Corporation, an
Illinois corporation in exchange for 783,000,000 shares of Kaire’s common stock
representing 87% of Kaire’s outstanding stock.  As part of the merger
agreement, 45,000,000 shares were issued to Naccarato and Associates related to
assistance with the merger.





As a
result of the Merger, there was a change in control of Kaire.  In
accordance with SFAS No. 141, H&H Glass was defined as the accounting
acquirer.  While the transaction is accounted for using the purchase
method of accounting, in substance the transaction results in a reverse merger
with a recapitalization of Kaire’s capital structure.





The
historical financial statements presented herein are those of H&H Glass, as
adjusted to give effect to the stock of Kaire (the legal acquirer) since the
Merger.  The retained earnings of the accounting acquirer have been
carried forward after the acquisition, and H&H Glass’s basis of its assets
and liabilities were carried over in the recapitalization.  Operations
prior to the business combination are those of H&H Glass.





The
accompanying notes are an integral part of these financial
statements.
 - F7
-
 
 Kaire
Holdings Incorporated and Subsidiaries
 Notes
to Consolidated Financial Statements
 December
31, 2007 and 2006


1.           Summary of Significant
Accounting Policies (continued)





Merger and Corporate
Structure (continued)





The
accompanying financial statements present the historical financial condition,
results of operations and cash flows of H&H Glass prior to the
Merger.





The
significant acquired assets and liabilities are noted as follows:





Kaire
      Holdings, Inc., and subsidiariesSummary
      Statement of Financial PositionAt
      July 1, 2007AssetsCash
            $
            53,918Total
      Assets
            $
            53,918LiabilitiesAccounts
      payable and accrued expenses
            
            120,661Loans
      payable
            
            250,000Accrued
      liabilities
            
            238,219Total
      Liabilities
            $
            608,880Net
      liabilities assumed
            $
            554,962








Principles of
Consolidation





The
consolidated financial statements include the accounts of Kaire and its
wholly-owned subsidiaries (collectively the “Company”).  The Company’s
subsidiaries include H&H Glass, Effective Health, Inc., and
YesRx.com.  Intercompany accounts and transactions have been
eliminated upon consolidation.  The financial statements for the
fiscal year ending December 31, 2007, contain a full year of H&H Glass and
the financial statements of Kaire Holdings, Inc., and its other subsidiaries
from July 2, 2007 (date of merger).  The financial statements for the
fiscal year ending December 31, 2006, contains only a full year of H&H
Glass.





As a
result of the application of reverse takeover accounting, the consolidated
financial statements are issued under the name of the legal parent (Kaire
Holdings, Inc.) but are a continuation of the financial statements of the
wholly-owned legal subsidiary (H&H Glass) and not of the legal
parent.  The control of the assets and business of Kaire Holdings,
Inc., is deemed acquired in consideration for the issue of additional capital by
H&H Glass.








Estimates





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, and the disclosures of
contingent assets and liabilities at the date of the financial
statements.  Significant estimates include allowance for doubtful
accounts.


The
accompanying notes are an integral part of these financial
statements.
 - F8
-
 
 Kaire
Holdings Incorporated and Subsidiaries
 Notes
to Consolidated Financial Statements
 December
31, 2007 and 2006


1.           Summary of Significant
Accounting Policies (continued)





Cash and Cash
Equivalents





For
purposes of the statements of cash flows, cash equivalents include amounts
invested in a money market account with a financial institution.  The
Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.  Cash equivalents are
carried at cost, which approximates market.








Revenue
Recognition





The
Company recognizes product revenue provided that (1) persuasive evidence of an
arrangement exists, (2) delivery to the customer has occurred, (3) the selling
price is fixed or determinable and (4) collection is reasonably assured. 
Delivery is considered to have occurred when title and risk of loss have
transferred to the customer.  The price is considered fixed or
determinable when it is not subject to refund or adjustments.








Concentration of credit
risk





The
Company, at times, maintains cash balances in excess of the federally insured
limit of $100,000 per institution.  The uninsured balance as of
December 31, 2007 was $28,010.  The uninsured balance as of December
31, 2006, was $497,652.





The
Company had unsecured short-term investments totaling $252,231 and $223,972 at
December 31, 2007 and 2006, respectively.





Accounts
receivable are typically unsecured.  The Company performs ongoing
credit evaluations of its customers’ financial condition.  It
generally requires no collateral and maintains reserves for potential credit
losses on customer accounts, when necessary.  As of December 31, 2007,
92.5% of H&H Glass’s Accounts Receivable were attributable to five
customers.  As of December 31, 2006, 91.5% of H&H Glass’s Accounts
Receivable were attributable to five customers.





H&H
Glass purchased 98.9% and 100% of its glass from one vendor in 2007 and 2006
respectively.  During the years ended December 31, 2007 and 2006,
H&H Glass purchased $13,813,347 and $11,288,694 of products from this
vendor, respectively.  This concentration is due to the relatively
small size of H&H Glass’s orders.  H&H Glass’s specialized
short-run custom orders generally are not attractive to larger glass
manufacturers.  As customer orders have been growing in size, H&H
Glass has begun to use additional suppliers.








Net Earnings per
Share





Earnings
per common share is computed on the weighted average number of common shares
outstanding during each year.  Basic earnings per share is computed as
net loss applicable to common stockholders divided by the weighted average
number of common shares outstanding for the period.  Diluted earnings
per share reflects the potential dilution that could occur from common shares
issuable through stock options, warrants and other convertible securities when
the effect would be dilutive.


The
accompanying notes are an integral part of these financial
statements.
 -
F9-
 
 Kaire
Holdings Incorporated and Subsidiaries
 Notes
to Consolidated Financial Statements
 December
31, 2007 and 2006


1.           Summary of Significant
Accounting Policies (continued)





Consignment
Inventory





H&H
Glass’s inventory at the year ending December 31, 2007, consists of goods
returned by a customer and is stated at the lower of cost or estimated net
realizable value.








Property and
Equipment





Property
and equipment are stated at cost.  Depreciation is computed for
financial reporting purposes using the straight-line method over the estimated
useful lives of the assets.  The Company uses other depreciation
methods (generally accelerated) for tax purposes.  Repairs and
maintenance that do not extend the useful life of property and equipment are
charged to expense as incurred.  When property and equipment are
retired or otherwise disposed of, the asset and its accumulated depreciation are
removed from the accounts, and the resulting profit or loss is reflected in
income.





The
estimated service lives of property and equipment are principally as
follows:





Computers
      and equipment
            3-5
      yearsFurniture
      & Fixtures
            5-7
      years








Stock Warrants Issued to
Third Parties





The
Company accounts for stock warrants issued to third parties, including
customers, in accordance with the provisions of the Emerging Issues Task Force
(EITF) Issue No. 96-18, Accounting for Equity Instruments That Are Issued to
Other Than Employees for Acquiring, or in Conjunction with Selling Goods or
Services, and EITF 01-9, Accounting for Consideration Given by a Vendor to a
Customer (Including a Reseller of the Vendor’s Products).  Under the
provisions of EITF 96-18, because none of the Company’s agreements have a
disincentive for nonperformance, the Company records a charge for the fair value
of the portion of the warrants earned from the point in time when vesting of the
warrants becomes probable.  Final determination of fair value of the
warrants occurs upon actual vesting.  EITF 01-9 requires that the fair
value of certain types of warrants issued to customers be recorded as a
reduction of revenue to the extent of cumulative revenue recorded from that
customer.








Income
Taxes





The
Company accounts for its income taxes using the Financial Accounting Standards
Board Statements of Financial Accounting Standards No. 109, “Accounting for
Income Taxes,” which requires the establishment of a deferred tax asset or
liability for the recognition of future deductible or taxable amounts and
operating loss and tax credit carryforwards.  Deferred tax expense or
benefit is recognized as a result of timing differences between the recognition
of assets and liabilities for book and tax purposes during the
year.


The
accompanying notes are an integral part of these financial
statements.
 - F10
-
 
 Kaire
Holdings Incorporated and Subsidiaries
 Notes
to Consolidated Financial Statements
 December
31, 2007 and 2006


1.               Summary of Significant
Accounting Policies (continued)





Income Taxes
(continued)





Deferred
tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled.  Deferred tax assets are
recognized for deductible temporary differences and operating loss, and tax
credit carryforwards.  A valuation allowance is established to reduce
the deferred tax asset if it is “more likely than not” that the related tax
benefits will not be realized.





In July
2006, the Financial Accounting Standards Board issued FASB Interpretation No.
48, “Accounting for Uncertainty in Income Taxes.”  The Interpretation
requires that realization of an uncertain income tax position must be estimated
as “more likely than not” (i.e., greater than 50% likelihood of receiving a
benefit) before it can be recognized in the financial
statements.  Further, the Interpretation requires the recognition of
tax benefits recorded in the financial statements to be based on the amount most
likely to be realized assuming a review by tax authorities having all relevant
information.  The Interpretation also clarifies the financial
statement classification of tax-related penalties and interest and sets forth
new disclosures regarding unrecognized tax benefits.  The Company
adopted the Interpretation in the first quarter 2007.  The Company had
minimal impact from adoption of this Interpretation.








Fair Value of Financial
Instruments





The
Company measures its financial assets and liabilities in accordance with
generally accepted accounting principles.  SFAS No. 107, “Disclosure
about Fair Value of Financial Instruments,” requires certain disclosures
regarding the fair value of financial instruments.  For certain of the
Company’s financial instruments, including cash and cash equivalents, accounts
receivable, accounts payable and accrued liabilities, the carrying amounts
approximate fair value due to their short maturities.








Stock-Based
Compensation





Effective
January 1, 2006, the Company has adopted the fair-value-based method of
accounting prescribed in Financial Accounting Standards Board Statement No. 123R
(Accounting for Stock-Based Compensation) for its employee stock option
plans.





Specifically,
the Company adopted SFAS No. 123R using the “prospective
method.”  This statement replaced FAS-123, Accounting for Stock-Based
Compensation, supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees, and amends FAS-95, Statement of Cash
Flows.  FAS-123R requires companies to apply a fair-value-based
measurement method in accounting for shared-based payment transactions with
employees and to record compensation cost for all stock awards granted after the
required effective date and for awards modified, repurchased or cancelled after
that date.  The scope of FAS-123R encompasses a wide range of
share-based compensation arrangements, including share options, restricted share
plans, performance-based awards, share appreciation rights, and employee share
purchase plans.  All employee stock option grants made since the
beginning of fiscal 2005 have been expensed over the related stock option
vesting period based on the fair value at the date the options are
granted.  Prior to fiscal 2005, the Company applied Accounting
Principles Board Opinion (APB) No. 25, “Accounting for Stock Issued to
Employees,” and related interpretations in accounting for stock
options.  The Company did not have any unvested employee stock options
or warrants outstanding at December 31, 2007 or 2006.






The
accompanying notes are an integral part of these financial
statements.
 - F11
-




1.               Summary of Significant
Accounting Policies (continued)





Comprehensive Income
(Loss)





Statement
of Financial Accounting Standards No. 130, “Reporting Comprehensive Income”
(SFAS 130) established standards for reporting and display of comprehensive
income (loss) and its components in a full set of general-purpose financial
statements.  Comprehensive income consists of net income and
unrealized gains (losses) on available-for-sale securities.  The
Company does not incur currency translation adjustments because all transactions
with foreign companies are denominated in US Dollars.  The Statement
requires only additional disclosures in the consolidated financial statements
and does not affect the Company’s financial position or results of
operations.








Reclassifications





Certain
amounts in the 2006 financial statements have been reclassified to conform to
the 2007 presentations.  These reclassifications had no effect on
previously reported results of operations or retained earnings.








Advertising
Costs





The
Company expenses advertising and marketing costs as they are
incurred.  There were no advertising and marketing costs for the years
ended December 31, 2007 and 2006.








Long–Lived
Assets





In
accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144,
“Accounting for the Impairment or Disposal of Long-Lived Assets” the Company
periodically evaluates the carrying value of long-lived assets to be held and
used, including intangible assets, when events and circumstances warrant such a
review.  The carrying value of a long-lived asset is considered
impaired when the anticipated discounted cash flow from such asset is separately
identifiable and is less than its carrying value.  In that event, a
loss is recognized based on the amount by which the carrying value exceeds the
fair market value of the long-lived asset.  Fair market value is
determined primarily using the anticipated cash flows discounted at a rate
commensurate with the risk involved.  Losses on long-lived assets to
be disposed of are determined in a similar manner, except that fair market
values are reduced for the cost to dispose.








Recent Accounting
Pronouncements





Effective
at the beginning of the first quarter of 2007, the Company adopted the provision
of FIN 48, “Accounting for Uncertainty in Income Taxes, an interpretation of
FASB Statement No. 109” (“FIN 48”).  FIN 48 contains a two-step
approach to recognizing and measuring uncertain tax positions accounted for in
accordance with SFAS No. 109, “Accounting for Income Taxes.”  The
first step is to evaluate the tax position for recognition by determining if the
weight of available evidence indicates that it is more likely than not that the
position will be sustained on audit, including resolution of related appeals or
litigation processes, if any.  The second step is to measure the tax
benefit as the largest amount that is more than 50% likely of being realized
upon ultimate settlement.


The
accompanying notes are an integral part of these financial
statements.
 - F12
-
 
 Kaire
Holdings Incorporated and Subsidiaries
 Notes
to Consolidated Financial Statements
 December
31, 2007 and 2006


1.           Summary of Significant
Accounting Policies (continued)





Recent Accounting
Pronouncements (continued)





As a
result of the implementation of FIN 48, the Company has not changed any of its
tax accrual estimates.  The Company files U.S. federal and U.S. state
tax returns.  For state tax returns the Company is generally no longer
subject to tax examinations for years prior to 2003.





In
February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid
Financial Instruments—an amendment of FASB Statements No. 133 and 140,” to
permit fair value remeasurement for any hybrid financial instrument that
contains an embedded derivative that otherwise would require bifurcation in
accordance with the provisions of SFAS No. 133, “Accounting for Derivative
Instruments and Hedging Activities.”  The Company adopted SFAS No. 155
in fiscal year 2007.  SFAS 155 did not have a material impact on the
Company’s consolidated financial statements.





In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement No. 157, “Fair Value Measurements” (“FAS 157”), which addresses how
companies should measure fair value when they are required to use a fair value
measure for recognition or disclosure purposes under generally accepted
accounting principles (“GAAP”).  As a result of FAS 157, there is now
a common definition of fair value to be used throughout GAAP, which is expected
to make the measurement of fair value more consistent and
comparable.  The Company must adopt FAS 157 in fiscal 2008, and
management currently does not expect the impact to be material to its
consolidated financial statements.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities”, which permits entities to choose to
measure many financial instruments and certain other items at fair
value.  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 statement amends SFAS No. 115,
“Accounting for Certain Investments in Debt and Equity”.





In
December 2006, the FASB issued the FASB Staff Position (FSP) No.  EITF
00-19-2, (“FSP EITF 00-19-2”), Accounting for Registration Payment
Arrangements.  This FSP addresses an issuer’s accounting for
registration payment arrangements.  This FSP specifies that the
contingent obligation to make future payments or otherwise transfer
consideration under a registration payment arrangement, whether issued as a
separate agreement or included as a provision of a financial instrument or other
agreement, should be separately recognized and measured in accordance with FASB
Statement No. 5, Accounting for Contingencies.  The guidance in this
FSP amends FASB Statements No. 133, Accounting for Derivative Instruments and
Hedging Activities, and No. 150, Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity, and FASB Interpretation No.
45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others, to include scope exceptions for
registration payment arrangements.  This FSP further clarifies that a
financial instrument subject to a registration payment arrangement should be
accounted for in accordance with other applicable generally accepted accounting
principles (GAAP) without regard to the contingent obligation to transfer
consideration pursuant to the registration payment arrangement.  This
FSP shall be effective immediately for registration payment arrangements and the
financial instruments subject to those arrangements that are entered into or
modified subsequent to the date of issuance of this FSP, or for financial
statements issued for fiscal years beginning after December 15, 2006, and
interim periods within those fiscal years.  The Company adopted FSP
EITF 00-19-2 beginning in 2007.  The adoption of this FSP did not have
a material effect upon the Company’s financial statements.


The
accompanying notes are an integral part of these financial
statements.
 - F13
-
 
 Kaire
Holdings Incorporated and Subsidiaries
 Notes
to Consolidated Financial Statements
 December
31, 2007 and 2006


1.           Summary of Significant
Accounting Policies (continued)





Recent Accounting
Pronouncements (continued)





In
December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business
Combinations - Revised 2007.  SFAS 141 R provides guidance on
improving the relevance, representational faithfulness, and comparability of
information that a reporting entity provides in its financial reports about a
business combination and its effects.  SFAS 141R applies to business
combinations where is the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15,
2008.  The Company is in the process of analyzing the effects SFAS
141R will have on the Company’s financial statements.





In June
2007, the FASB ratified Emerging Issues Task Force (“EITF”) Issue No. 06-11,
“Accounting for Income Tax
Benefits of Dividends on Share-Based Payment Awards.”  EITF
06-11 provides for the recognition and classification of deferred taxes
associated with dividends or dividend equivalents on non-vested equity shares or
non-vested equity share units (including restricted stock units (RSUs)) that are
paid to employees and charged to retained earnings.  This issue is
effective for annual periods beginning after September 15, 2007.  Also
in June 2007, the EITF ratified EITF Issue No. 07-3,“Accounting for Advance Payments for
Goods or Services to Be Used in Future Research and Development
Activities.”  EITF 07-3 provides that nonrefundable advance payments
made for goods or services to be used in future research and development
activities should be deferred and capitalized until such time as the related
goods or services are delivered or are performed, at which point the amounts
would be recognized as an expense.  This issue is effective for fiscal
years beginning after December 15, 2007.  The Company anticipates that
these Issues will have no material impact on its financial position and results
of operations.





In
December 2007, the FASB issued SFAS 160, Non-controlling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51 (“SFAS
160”).  The standard changes the accounting for non-controlling
(minority) interests in consolidated financial statements including the
requirements to classify non-controlling interests as a component of
consolidated stockholders’ equity, and the elimination of “minority interest”
accounting in results of operations with earnings attributable to
non-controlling interests reported as part of consolidated
earnings.  Additionally, SFAS 160 revises the accounting for both
increases and decreases in a parent’s controlling ownership
interest.  SFAS 160 is effective for fiscal years beginning after
December 15, 2008, with early adoption prohibited.  The
Company is currently evaluating the impact that the pending adoption of
SFAS 160 will have on its financial statements.




On
March 19, 2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement
No. 133 (“SFAS No. 161”).  SFAS No. 161 requires
enhanced disclosures about an entity’s derivative and hedging
activities.  These enhanced disclosures will discuss (a) how and
why an entity uses derivative instruments, (b) how derivative instruments
and related hedged items are accounted for under Statement 133 and its related
interpretations, and (c) how derivative instruments and related hedged
items affect an entity’s financial position, financial performance, and cash
flows.  SFAS No. 161 is effective for financial statements issued
for fiscal years and interim periods beginning after November 15,
2008.  The Company has not determined the impact, if any SFAS
No. 161 will have on its consolidated financial statements.





Other
recent accounting pronouncements issued by the FASB (including its EITF), the
American Institute of Certified Public Accountants (“AICPA”) and the SEC did not
or are not believed by management to have a material impact on the Company’s
present or future financial statements.








The
accompanying notes are an integral part of these financial
statements.
 - F14





2.           Preferred Stock
Transactions





The
agreement with the former holders of Kaire’s convertible debt states that all
debt and related convertible interest would be converted into fixed rate
convertible preferred shares at an exercise price fixed on a post-reverse split
basis of $3 per share, and that 866,667 shares would have to be issued in order
to retire the debt.  The agreement states that the shares will be
issued after the Company completes a reverse stock split in early fiscal 2008
and changes its state of domicile from Delaware to Nevada.





The
Company has deemed these shares to have been issued concurrent with the
merger.  The Company has recorded 173,333,333 shares at $0.001 par
value to retire debt and interest totaling $2,624,170.  Preferred
shares are convertible into common shares on a 1:1 ratio at a fixed rate of $3
per share (post reverse split).  Preferred shares have no voting
rights and earn no dividends.





Statement
of Financial Accounting Standards No. 150: Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity (FAS 150)
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and
equity.





A
mandatorily redeemable financial instrument shall be classified as a liability
unless the redemption is required to occur only upon the liquidation or
termination of the reporting entity.  A financial instrument issued in
the form of shares is mandatorily redeemable if it embodies an unconditional
obligation requiring the issuer to redeem the instrument by transferring its
assets at a specified or determinable date (or dates) or upon an event certain
to occur.  A financial instrument that embodies a conditional
obligation to redeem the instrument by transferring assets upon an event not
certain to occur becomes mandatorily redeemable—and, therefore, becomes a
liability—if that event occurs, the condition is resolved, or the event becomes
certain to occur.





Based on
the assessment of FAS 150, the Company determined that the preferred shares
are not mandatorily redeemable and are properly classified as equity in the
accompanying financial statements.














3.           Common Stock
Transactions





Common stock transactions
during the year ended December 30, 2007





On
October 19, 2007, the Company issued 857,383,194 shares of its common stock in
connection with the merger with H&H Glass.  783,000,000 shares
were issued to the owners of H&H Glass, 29,383,194 were issued to the former
officers of Kaire, and 45,000,000 were issued to Naccarato and Associates for
assistance with the merger.


The
accompanying notes are an integral part of these financial
statements.
 - F15
-
 
 Kaire
Holdings Incorporated and Subsidiaries
 Notes
to Consolidated Financial Statements
 December
31, 2007 and 2006


4.           Related Party
Transactions





Allen
Lin





The
Company paid Mr. Allen Lin, President of H&H Glass and a member of the board
of directors of the Company, salary of $210,000 and $214,950 for the years ended
December 31, 2007 and 2006, respectively.








Josephine
Lin





Josephine
Lin, Mr. Lin’s wife, is employed by the company and was paid salary of $48,000
and $45,600 for the year ended December 31, 2007 and 2006,
respectively.











5.           Accounts
Receivable





The
Company recognizes product revenue provided that (1) persuasive evidence of an
arrangement exists, (2) delivery to the customer has occurred, (3) the selling
price is fixed or determinable and (4) collection is reasonably assured. 
Delivery is considered to have occurred when title and risk of loss have
transferred to the customer.  The price is considered fixed or
determinable when it is not subject to refund or adjustments.





Outbound
shipping and handling charges are included in net sales.  H&H
Glass assumes responsibility for all glass shipments until they are received by
and approved by their customers.  Accounts receivable are
unsecured.  The Company performs ongoing credit evaluations of its
customers’ financial condition.  It generally requires no collateral
and maintains reserves for potential credit losses on customer accounts, when
necessary.  At December 31, 2007 and 2006, H&H Glass had no
reserves for doubtful accounts, as the Company believes that all of its accounts
receivable are fully collectible.





Accounts
receivable as of December 31, 2007 and 2006, were $3,766,186 and $3,776,843,
respectively.  At December 31, 2007, five customers accounted for
92.5% of all accounts receivable.  At December 31, 2006, the same five
customers accounted for 91.5% of all accounts receivable.











6.           Property and
Equipment





H&H
Glass’s property and equipment at December 31, 2007 and 2006, consisted of the
following:





2007
            
            2006Furniture
      and fixtures
            $
            14,552
            
            $
            14,552Computers
      and equipment
            
            23,452
            
            
            23,45238,004
            
            
            38,004Less
      accumulated depreciation
            
            (26,019)
            
            
            (22,457)Total
            $
            11,985
            
            $
            15,547








H&H
Glass recorded depreciation expense for the year ended December 31, 2007 and
2006, of $3,562 and $5,167, respectively.


The
accompanying notes are an integral part of these financial
statements.
 - F16
-
 
 Kaire
Holdings Incorporated and Subsidiaries
 Notes
to Consolidated Financial Statements
 December
31, 2007 and 2006


7.           Accounts Payable and Accrued
Expenses





Accounts
payable and accrued expenses at December 31, 2007 and December 31, 2006,
consisted of the following:





2007
            
            2006Accounts
      payable
            $
            3,017,709
            
            $
            2,898,984Accrued
      professional and related fees
            
            93,225
            
            
            -Accrued
      settlements
            
            25,692
            
            
            -Total
            $
            3,136,626
            
            $
            2,898,984











8.           Income
Taxes





Significant
components of the provision for taxes based on income are as follows for the
years ended December 31:





2007
            
            2006Current
            $
            128,923
            
            $
            228,080Deferred
            
            (74,457)
            
            
            (25,108)Total
      provision for income taxes
            $
            54,466
            
            $
            202,972








Significant
temporary differences that give rise to the deferred tax assets as of December
31, 2007 and 2006, follow:





2007
            
            2006Deferred
      tax assets/(liabilities):Inventory
      valuation adjustment
            $
            224,421
            
            $
            -Management
      fees
            
            -
            
            
            138,436California
      franchise tax
            
            11,822
            
            
            26,643Unrealized
      gain on investments
            
            (38,033)
            
            
            (25,316)Other
            
            (1,181)
            
            
            (4,474)Net
      deferred tax assets
            $
            197,029
            
            $
            135,289








The
Company has recorded deferred tax assets of $197,029 and $135,289 at December
31, 2007 and 2006, respectively.  These arise principally in 2007 from
inventory reserves and in 2006 from fees paid and deductible in the year after
the period in which they were accrued.  The Company has not recorded
any valuation allowance against these deferred tax assets.


The
accompanying notes are an integral part of these financial
statements.
 - F17
-
 
 Kaire
Holdings Incorporated and Subsidiaries
 Notes
to Consolidated Financial Statements
 December
31, 2007 and 2006


8.           Income Taxes
(continued)





Tax
      rate reconciliation2007
            
            2006Federal
      tax rate
            34.0
            %
            
            34.0
            %State
      taxes, net of benefit
            5.8
            %
            
            5.8
            %Non-deductible
      tax expenses
            (61.8)
            %
            
            0.0
            %Other
            0.0
            %
            
            0.4
            %Effective
      tax rate
            (22.0)
            %
            
            40.2
            %





Kaire has
available net operating loss carryforwards from previous years.  Tax
rules impose limitations on the use of net operating losses following certain
changes in ownership.  Such a change occurred in the merger in July
2007, which will limit the utilization of the net operating losses in subsequent
years.  The Company evaluated Kaire’s accumulated loss carryforwards
and determined that, because of the changes in industry focus accompanied by
Kaire’s multiple changes in ownership prior to the merger, the losses have no
future economic benefit.  These loss carryforwards are fully
reserved.











9.                                                              Notes
Payable





In
February 2007, Kaire issued two promissory notes for an aggregate of $250,000,
with interest on the unpaid principal balance at eight percent (8%) per
annum.  The notes were originally due October 1, 2007, but were
extended to June 30, 2008.  Interest accrued on these notes at
December 31 is $16,667.





These two
notes and their accrued interest were included in the liabilities assumed by
H&H Glass in the reverse merger.











10.                                             Commitments and
Contingencies





Litigation





The
Company is periodically involved in legal actions and claims that arise as a
result of events that occur in the normal course of operations.  The
Company is not currently aware of any formal legal proceedings or claims that
the Company believes will have, individually or in the aggregate, a material
adverse effect on the Company’s financial position or results of
operations.








The
accompanying notes are an integral part of these financial
statements.
 - F18
-
 
 Kaire
Holdings Incorporated and Subsidiaries
 Notes
to Consolidated Financial Statements
 December
31, 2007 and 2006


10.                                   Commitments and
Contingencies (continued)





Leases





Operating
leases





H&H
Glass rents 2,887 square feet of office space at 7700 Irvine Center Drive in
Irvine, California.  The lease began on January 1, 2005, and expires
on August 31, 2008.  As of December 31, 2007, total monthly base rent
is $6,854.  Until a new lease is negotiated, future minimum lease
payments are as follows:





Year
      ended December 31,2008
            $
            51,966Thereafter
            
            -$
            51,966








H&H
Glass recorded rent expense for the years ended December 31, 2007 and 2006, of
$63,052 and $56,152, respectively.











11.           Earnings per
Share





Earnings
per share have been calculated using the weighted average number of shares
outstanding during each period.  The Company’s Convertible Preferred
Shares constituted potentially dilutive securities as of December 31,
2007.  However, the current period loss would make these securities
anti-dilutive.  Therefore, basic and fully diluted earnings per share
are the same.  The weighted average share at December 31, 2007 was
calculated as follows:  (1) the number of common shares outstanding
from January 1 through July 2 (the merger date); and (2) the number of common
shares from the merger date through December 31, 2007, are the actual number of
shares issued by the legal acquirer during that period.  Earnings per
share at December 31, 2006, is calculated using the number of common shares
issued to effect the business combination as being outstanding during the entire
period.











12.           Merger with H&H Glass,
Inc.





On July
2, 2007, Kaire completed the merger with H&H Glass, Inc., a privately held
company.  The acquisition has been accounted for as a reverse merger
(recapitalization), with H&H Glass deemed to be the accounting
acquirer.  Accordingly, the historical financial statements presented
herein are those of H&H Glass, as adjusted to give effect to the stock of
Kaire (the legal acquirer) since the Merger.


The
accompanying notes are an integral part of these financial
statements.
 -
 F19 -
 
 Kaire
Holdings Incorporated and Subsidiaries
 Notes
to Consolidated Financial Statements
 December
31, 2007 and 2006


12.           Merger with H&H Glass,
Inc. (continued)





The
following unaudited pro forma consolidated results of operations have been
prepared as if the merger had occurred at January 1, 2007 and at January 1,
2006:





December
      31, 2007
            
            December
      31, 2006Sales
            $
            18,852,647
            
            $
            14,533,801Cost
      of goods sold
            
            (18,082,147)
            
            
            (13,044,014)Operating
      expenses
            
            (1,077,350)
            
            
            (1,186,457)Net
      other income
            
            6,213
            
            
            33,582Provision
      for income taxes
            
            (41,749)
            
            
            (177,656)Unrealized
      gain on investments
            
            15,542
            
            
            30,942Net
      income/(loss)
            $
            (326,844)
            
            $
            190,198Net
      loss per share – basic and diluted
            $
            (0.00)
            
            $
            0.00








The pro
forma information is presented for informational purposes only and is not
necessarily indicative of the results of operations that actually would have
been achieved had the merger been consummated as of that time, nor is it
intended to be a projection of future results.











13.           Subsequent
Events





An
Information Statement was furnished in accordance with the requirements of
Regulation 14C promulgated under the Securities Exchange Act of 1934, as
amended, by KAIRE HOLDINGS INC., in connection with certain actions to be taken
by the written consent by the majority shareholders of Kaire Holdings, Inc.
dated January 7, 2008.  The proxy was mailed on February 26,
2008.





There are
three actions to be taken by written consent:





First the
Company is to file Amendments (the “Certificate Amendment”) to the Company’s
certificate of incorporation, as amended (the “Certificate of Incorporation”) to
effect the following: a) to effect a reverse stock split of issued and
outstanding common stock at a ratio of at least 1-for-100 and up to 1-for-200,
the exact ratio subject to the definitive action of the Board of Directors (the
“Board of Directors”) within 120 days after the date of the stockholder
approval, and retain the current number of authorized shares and the par value
of common stock reflected in the Company’s Certificate of Incorporation, b) to
change the Company’s name to “International Packaging and Logistics
Corporation”, and c) to authorize 50,000,000 shares of blank-check preferred
stock.





The
second action is to change state of incorporation from Delaware to
Nevada.





The third
action is the ratification of the appointment of PMB Helin Donovan, LLP, as
independent accountants for the current fiscal year.





The
Company anticipates that these actions will be completed during the second
quarter of fiscal year 2008.


The
accompanying notes are an integral part of these financial
statements.
 - F20
-