FORM 10-QSB/A
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

              [X] Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                For the quarterly period ended September 30, 2002
                                               ------------------

                                       OR

              [ ] 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
                          ---------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                              13-3367421
     ------------------                                      ----------------
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                            identification number)

1429 Robertson Blvd., Los Angeles, California                     90035
--------------------------------------------------------------------------
  (Address of principal executive offices)                      (Zip Code)

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

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the Registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for the past 90 days.             Yes X               No
                                                    --                 --

State  the  number  of shares outstanding of each of the Registrant's classes of
common  stock,  as  of  the  latest  practicable  date.

     Class of Common Stock                     Outstanding at September 30, 2002
     ---------------------                     ---------------------------------
     $.001  par  value                              425,738,198  shares


Transitional Small Business Disclosure Format     Yes     No  X
                                                      --     --


                                      -1-
<PAGE>
                                  FORM 10-QSB
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                          KAIRE HOLDINGS INCORPORATED

                                      Index


PART  I  -  FINANCIAL  INFORMATION


     Item  1.  Consolidated  Financial  Statements

               Condensed Consolidated Balance Sheets at
                    December 31, 2001 and September 30, 2002 (unaudited)

               Condensed Consolidated Statements of Operations
                    for the three and nine months ended September 30, 2001
                    (unaudited) and 2002 (unaudited)

               Condensed Consolidated Statements of Cash Flows
                    for the nine months ended September 30, 2001 (unaudited) and
                    2002 (unaudited)

               Notes to Condensed Consolidated Financial Statements

     Item 2. Management's Discussion and Analysis of Financial Condition and
             Results of Operations.

PART  II.  -  OTHER INFORMATION

     Item 1.  Legal Proceedings

     Item 3.  Defaults Upon Senior Securities

     Item 4.  Submission of Matters of a Vote to Security Holders

     Item 5.  Other Information

     Item 6.  Exhibits and Reports on Form 8-K:


SIGNATURES


                                      -2-
<PAGE>



                           KAIRE HOLDINGS INCORPORATED
                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE THREE AND NINE MONTHS ENDED
                               SEPTEMBER 30, 2002




<PAGE>
                          KAIRE HOLDINGS INCORPORATED
                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002





                             C  O  N  T  E  N  T  S

                     --------------------------------------


Consolidated  Balance  Sheets                                          1 - 2

Consolidated  Statements  of  Operations                                   3

Consolidated  Statements  of  Cash  Flows                              4 - 5

Notes  to  Consolidated  Financial  Statements                        6 - 23


<PAGE>
<TABLE>
<CAPTION>
                          KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                                    CONSOLIDATED BALANCE SHEETS
                  SEPTEMBER 30, 2002 (UNAUDITED) AND SEPTEMBER 30, 2001 (AUDITED)


                                              ASSETS


                                                           September 30, 2002   December 31, 2001
                                                           -------------------  ------------------
<S>                                                        <C>                  <C>
CURRENT ASSETS
  Cash and cash equivalents                                $           100,371  $           62,707
  Accounts receivable, net                                             184,143             353,982
  Other receivables                                                    438,187              23,030
  Inventory                                                            171,900             728,410
  Deposits                                                               4,950               4,750
  Amounts due from related parties                                       2,100             415,664
  Net other current assets of discontinued operations                  732,511             735,757
  Other current asset                                                   14,196              14,686
                                                           -------------------  ------------------

    Total current assets                                             1,648,358           2,338,986
                                                           -------------------  ------------------

OTHER ASSETS
  Debt issuance costs                                                   19,313              88,124
  Property and Equipment, net of accumulated depreciation              179,544             200,952
  Investments                                                           30,028              30,028
  Goodwill, net of accumulated amortization                          1,461,538           8,958,539
                                                           -------------------  ------------------
    Total other assets                                               1,690,423           9,277,643
                                                           -------------------  ------------------
      TOTAL ASSETS                                         $         3,338,781  $       11,616,629
                                                           ===================  ==================
</TABLE>


                                  (continued)


                                      -1-
<PAGE>
<TABLE>
<CAPTION>
                                 KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                                    CONSOLIDATED BALANCE SHEETS (CONTINUED)
                        SEPTEMBER 30, 2002 (UNAUDITED) AND SEPTEMBER 30, 2001 (AUDITED)


                                     LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                  September 30, 2002    December 31, 2001
                                                                  -------------------  -------------------
<S>                                                              <C>                   <C>
CURRENT LIABILITIES
  Bank overdraft                                                 $                     $                -
  Accounts payable and accrued expense                           $         1,281,563   $        1,665,437
  Income tax payable                                                           6,400                4,000
  Due to Stason Biotech                                                      175,000              175,000
  Sales tax payable                                                             (111)                   -
  Note payable - acquisition                                                       -            7,419,881
  Notes payable - related parties                                             28,000              250,000
  Convertible notes - current portion                                        896,664              598,383
  Reserve for discontinued operations                                        400,000                    -
  Capital leases-short term                                                   51,450               66,428
                                                                  -------------------  -------------------
    Total current liabilities                                              2,838,966           10,179,129

LONG TERM LIABILITIES
  Convertible notes payable and debentures                                         -              429,964
  Capital leases-long term                                                    36,813               69,863
                                                                  -------------------  -------------------

    Total long term liabilities                                               36,813              499,827
                                                                  -------------------  -------------------

      Total liabilities                                                    2,875,779           10,678,956
                                                                  -------------------  -------------------

STOCKHOLDERS' EQUITY
  Common stock, $0.001 par value
    900,000,000 shares authorized; 425,738,198
    and 277,041,071 shares issued and outstanding, respectively              425,738              277,042
  Common Stock Subscriptions Receivable                                            -                    -
  Additional paid in capital                                              36,852,423           36,676,339
  Accumulated deficit                                                    (36,815,159)         (36,015,708)
                                                                  -------------------  -------------------

      Total stockholders' equity                                             463,002              937,673
                                                                  -------------------  -------------------

        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $         3,338,781   $       11,616,629
                                                                 ====================  ===================
</TABLE>


                                      -2-
<PAGE>
<TABLE>
<CAPTION>

                                          KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                                             CONSOLIDATED STATEMENTS OF OPERATIONS
                               FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)


                                                     Three months ended September 30,        Nine months ended September 30,
                                                        2002                2001                2002               2001
                                                  -----------------  -------------------  ----------------  -------------------
<S>                                               <C>                <C>                  <C>               <C>
NET REVENUES                                      $        480,693   $          461,571   $     1,615,279   $        1,091,923

COST OF GOODS SOLD                                         372,687              410,798         1,544,564              960,892
                                                  -----------------  -------------------  ----------------  -------------------

GROSS PROFIT                                               108,006               50,773            70,715              131,031
                                                  -----------------  -------------------  ----------------  -------------------

OPERATING EXPENSES
  Depreciation and amortization                             22,056              240,028            60,160              365,912
  General and administrative                               140,101              897,467           563,741            1,141,123
  Rent                                                      28,302               15,701            66,376               58,081
  Salaries                                                  83,377              212,671           278,252              566,750
  Selling expense                                            1,281                7,460             7,284               39,616
                                                  -----------------  -------------------  ----------------  -------------------

                                                           275,117            1,374,327           975,813            2,171,482
                                                  -----------------  -------------------  ----------------  -------------------

LOSS FROM OPERATIONS                                      (167,111)          (1,323,554)         (905,098)          (2,040,451)
                                                  -----------------  -------------------  ----------------  -------------------

OTHER INCOME (EXPENSES)
  Interest expense                                          (3,129)               1,916           (73,134)             (31,533)
  Non-cash miscellaneous income                             18,258                    -            25,599                    -
  Shareholder fees                                          (6,900)              25,776           (57,420)                   -
                                                  -----------------  -------------------  ----------------  -------------------
                                                             8,229               27,692          (104,955)             (31,533)
                                                  -----------------  -------------------  ----------------  -------------------
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME
 TAXES                                                    (158,882)          (1,295,862)       (1,010,053)          (2,071,984)
                                                  -----------------  -------------------  ----------------  -------------------

PROVISION FOR INCOME TAXES                                  (1,267)                (800)           (3,315)              (1,200)
                                                  -----------------  -------------------  ----------------  -------------------

LOSS FROM CONTINUING OPERATIONS                           (160,149)          (1,296,662)       (1,013,368)          (2,073,184)
                                                  -----------------  -------------------  ----------------  -------------------

DISCONTINUED OPERATIONS
  INCOME (LOSS) FROM OPERATIONS OF DISCONTINUED
    SEGMENT, NET OF INCOME TAX EXPENSE OF $0
    IN 2002 AND 2001                                       (25,391)             200,809           624,917              493,746

  ESTIMATED LOSS ON DISPOSAL OF BUSINESS SEGMENT,
    INCLUDING PROVISION OF $400,000 FOR OPERATING
    LOSSES DURING PHASE-OUT PERIOD, LESS APPLICABLE
    INCOME TAXES OF $0                                           -                    -          (400,000)                   -
                                                  -----------------  -------------------  ----------------  -------------------

NET INCOME                                                (185,540)          (1,095,853)         (788,451)          (1,579,438)
                                                  =================  ===================  ================  ===================

(LOSS) EARNINGS PER WEIGHTED AVERAGE SHARE OF
  COMMON STOCK OUTSTANDING
    FROM CONTINUING OPERATIONS                    $         (0.000)  $           (0.009)  $        (0.003)  $           (0.018)
    FROM DISCONTINUED OPERATIONS                            (0.000)               0.001             0.001                0.004
                                                  -----------------  -------------------  ----------------  -------------------
      TOTAL LOSS PER SHARE                        $         (0.001)  $           (0.008)  $        (0.002)  $           (0.014)
                                                  =================  ===================  ================  ===================

WEIGHTED-AVERAGE SHARES OUTSTANDING - BASIC
AND DILUTED                                            342,348,482          142,595,839       361,827,811          115,928,137
                                                  =================  ===================  ================  ===================
</TABLE>


                                      -3-
<PAGE>
<TABLE>
<CAPTION>
                        KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001



                                                                      2002         2001
                                                                   ----------  ------------
<S>                                                                <C>         <C>
Increase (decrease) in cash and cash equivalents
  Net income (loss)                                                $(788,451)  $(1,579,438)
  Adjustments to reconcile net loss to net cash used
  in operating activities
    Depreciation and amortization                                     60,160        10,477
    Amortization of goodwill                                               -       355,435
    Debt issuance costs                                               68,811             -
    Common stock issued for professional services                    180,733        60,000
    Common stock issued in payment of interest                        12,366             -
    Common stock issued for other compensation                             -       212,237
    Other                                                              5,708             -
    Change in net assets of discontinued operations                    3,246             -
    Loss provision - discontinued operations                         400,000             -
                                                                   ----------  ------------

    Total adjustments to net income                                $ (57,427)  $  (941,289)
                                                                   ----------  ------------

Cash flow from operating activities:
  Changes in assets and liabilities
    Trade accounts receivable, net                                 $ 169,839   $  (638,845)
    Inventories                                                      556,510      (161,045)
    Deposits                                                            (200)            -
    Other assets                                                         490      (214,200)
    Other receivables                                               (415,157)
    Amounts due from related parties                                 466,821             -
    Income and Sales tax payable                                       2,400        (3,200)
    Accounts payable and accrued expenses                           (383,874)    1,470,675
                                                                   ----------  ------------

      Cash flow generated by (used in) operating activities        $ 339,402   $  (487,904)
                                                                   ----------  ------------

Cash flow from investing activities:
    Purchase of property, equipment and leaseholds                 $ (48,815)  $         -
    Note Receivable - related party                                        -      (278,810)
    Other Investments                                                      -       (10,000)
                                                                   ----------  ------------

        Net cash generated by (used in) investing activities       $ (48,815)  $  (288,810)
                                                                   ----------  ------------

Cash flow from financing activities:
  Payment on Notes Payable                                         $       -   $         -
  Payments on Note payable - Classic Care Shareholders             $(203,958)  $  (526,119)
  Capital lease payments                                             (48,965)            -
  Proceeds from issuance of common stock                                   -        90,000
  Proceeds from convertible debenture                                      -       991,403
                                                                   ----------  ------------

        Net cash generated by (used in) financing activities       $(252,923)  $   555,284
                                                                   ----------  ------------
</TABLE>


                                  (continued)


                                      -4-
<PAGE>
<TABLE>
<CAPTION>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001


                                                          2002       2001
                                                        --------  ----------
<S>                                                     <C>       <C>
        Net (decrease) increase in cash
        and cash equivalents                            $ 37,664  $(221,430)
                                                        --------  ----------
        Cash and cash equivalents at beginning of year    62,707    311,716
                                                        --------  ----------
        Cash and cash equivalents at end of year        $100,371  $  90,286
                                                        ========  ==========

SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION
  Cash paid during the year for
    Interest                                            $  5,398  $       -
                                                        ========  ==========
    Income taxes                                        $  3,200  $   3,200
                                                        ========  ==========
</TABLE>


SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
During the nine months ended September 30, 2002, the Company entered into the
Following non-cash transactions:

     Issued 63,727,127 shares of common stock for conversion of $131,683 of
     notes payable, and $12,366 of accrued interest.

     Issued 54,9700,000 shares of common stock for conversion of conversion of
     stock options for consulting services valued at $120,733

     Issued 30,000,000 shares of common stock in lieu of cash for consulting
     services valued at $60,000

During the nine months ended September 30, 2001, the Company entered into the
Following non-cash transactions:

     Issued 3,000,000 shares of common stock for conversion of conversion of
     stock options for services valued at $212,237

     Issued 2,000,000 shares of common stock for services valued at $60,000


                                      -5-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002



NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Organization  and  Line  of  Business
-------------------------------------

Kaire  Holdings Incorporated ("Kaire" or "the Company"), a Delaware corporation,
was incorporated on June 2, 1986.  Effective February 3, 1998, Kaire changed its
name  to Kaire Holdings Incorporated from Interactive Medical Technologies, Ltd.
in  connection  with  its  investment  in  Kaire  International,  Inc.  ("KII").

In  1999,  the  Company formed YesRx.com, Inc., an Internet drugstore focused on
pharmaceuticals, health, and wellness and beauty products.  YesRx.com focuses on
selling  drugs  for  chronic care as opposed to emergency needs and works mainly
with the patient who has regular medication needs and requires multiple refills.

During  2000,  the  Company  completed  a  reorganization  of the Company, which
included  the  transfer  of  the  assets  of EZ TRAC, Inc. to a new corporation,
Stason Biotech, Inc., in exchange for 40% of the outstanding common stock of the
new  corporation  and  the  acquisition  of  Classic  Care  Pharmacy.  These
transactions reflected management's strategic plan to transform the Company from
a  provider of medical testing and laboratory analysis to becoming a provider of
prescription  medication and supplies to senior citizens and individuals needing
chronic  care.

In May 2000, the Company acquired Classic Care, Inc. ("Classic Care"), which was
organized  as  a  corporation  in  April  1997,  under  the Laws of the State of
California.  Classic  Care  operates  as an agency distributor of pharmaceutical
products,  via  a  unique  prescription packaging system for consumers at senior
assisted  living and retirement centers in the Los Angeles metropolitan area. In
May  2002,  the  Company discontinued its operations of providing pharmaceutical
products for seniors in assisted living or retirement centers. Prior to May 2002
Classic  Care  purchased  prescription drugs in bulk and fills prescriptions for
individuals  living  in  the  aforementioned  facilities.  Primary  sales are to
individuals  and  consist  of packaged prescription drugs in prescribed dosages.
These sales of packaged drug are primarily paid by Medi-Cal, and the balances of
the  sales  that  are  not covered by Medi-Cal are paid directly by individuals.
Classic  Care  bills  Medi-Cal  and  other  third-party  payors on behalf of the
customer  and  receives  payment  directly  from  Medi-Cal.

In  November  of  2000,  the  Company  advanced  its  business strategy with the
introduction  of the YesRx Health Advocate Program.  The Health Advocate Program
provides  medication compliance programs to HIV/AIDS, diabetic and senior health
communities.  The  YesRx  Health Advocate Program is a component of Classic Care
operations.


                                      -6-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Principles  of  Consolidation
-----------------------------

The  unaudited  consolidated  financial statements include the accounts of Kaire
and  its  wholly  owned  subsidiaries  (collectively  the "Company"), a publicly
traded  company  listed and traded on the NASDAQ Over the Counter Bulletin Board
("OTCBB").  The  Company's  subsidiaries  include See/Shell Biotechnology, Inc.,
EFFECTIVE Health, Inc, and Classic Care, Inc. (dba Classic Care Pharmacy).  Only
Classic  Care,  Inc,  has  current  operations;  the  remaining subsidiaries are
dormant.  Intercompany  accounts  and  transactions  have  been  eliminated upon
consolidation.

The  consolidated  financial  statements  have  been prepared in accordance with
generally  accepted  accounting principles for interim financial information and
in  accordance with the instructions to Form 10-QSB and Rule 10-01 of Regulation
S-X. Accordingly, the financial statements do not include all of the information
and  footnotes required by generally accepted accounting principles for complete
financial  statements. In the opinion of management, all adjustments (consisting
of  normal recurring accruals) considered necessary for a fair presentation have
been  included.  For  further  information,  refer  to  consolidated  financial
statements  and  footnotes  thereto  for  the fiscal quarter ended September 30,
2002,  included  herein.  The  consolidated  financial  statements  include  the
accounts  of  the Company and its majority-owned subsidiaries. All inter-company
transactions were eliminated. The Company's fiscal year ends on December 31 each
year.

Effective  May  20,  2002,  the  Company  discontinued its services of providing
pharmaceuticals  to  individuals  in  long-term  assisted living facilities. The
financial  statements  show  the  results  of  these operations as discontinued.

The results of operations for such periods are not necessarily indicative of the
results  expected  for  the  full  fiscal  year  or  for any future period.  The
financial  statements  should  be  read  in  conjunction  with  the consolidated
financial  statements  and related notes included in the Company's Annual Report
on  Form  10-KSB  for  the  fiscal  year  ended  December  31,  2001.

Estimates
---------

The  preparation  of  financial statements in conformity with generally accepted
accounting  principles  in  the  US  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,  as well as the reported amounts of revenues and expenses during the
reporting  period.  Actual  results  could  differ  from  those  estimates.
Significant  estimates  include  goodwill,  allowance  for doubtful accounts and
contractual adjustments due to third-party contractual agreements, allowance for
contractual  repayments  based on Department of Health Services audits, and loss
provision  for  discontinued  operations  during  the  phase-out  period.


                                      -7-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue  Recognition
--------------------

The  Company  recognizes  revenue  at  the  time  the  product is shipped to the
customer  or  services are rendered.  Outbound shipping and handling charges are
included  in  net  sales.


Net  Client  Revenue
--------------------

Net client revenue represents the estimated net realizable amounts from clients,
third-party  payors,  and  others for sale of products or services rendered. For
revenue recognition, revenue is recorded when the prescription is filled or when
services  are  performed.  A  significant portion of revenue is from federal and
state  reimbursement  programs.


Third-Party  Contractual  Adjustments
-------------------------------------

Contractual adjustments represent the difference between Classic Care Pharmacy's
established  billing  rate  for  covered  products  and  services  and  amounts
reimbursed  by  third-party  payors,  pursuant  to  reimbursement  agreements.


Goodwill
--------

The  Company  capitalized as goodwill the excess acquisition costs over the fair
value  of  net  assets acquired, in connection with business acquisitions, which
costs  were  being  amortized  on  a  straight-line  method  over 20 years.  The
carrying  amount of goodwill will be reviewed periodically.  As of September 30,
2002,  the  Company  has not performed an impairment test regarding the carrying
value of goodwill. The carrying value of goodwill was reduced due to the service
business  of  providing  pharmaceuticals  to  individuals  in long-term assisted
living  facilities  being  sold.


Comprehensive  Income  (Loss)
-----------------------------

In  June  1999,  the  Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards No. 130, "Reporting Comprehensive Income" (SFAS
130).  This  pronouncement  establishes  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; foreign currency
translation  adjustments;  changes  in  market  values  of future contracts that
qualify  as  a  hedge;  and negative equity adjustments recognized in accordance
with  SFAS  No.  87.  The  Company,  however,  does  not  have any components of
comprehensive  income (loss) as defined by SFAS 130 and therefore, for the three
and  nine  months  ended  September  30,  2002  and  2001, comprehensive loss is
equivalent  to  the  Company's  net  loss.


                                      -8-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Reclassifications
-----------------

Certain  reclassifications  were  made  to  the  2001  financial  statements'
presentation  in order to conform to the 2002 financial statements' preparation.


Advertising  Costs
------------------

The  Company  expenses  advertising  and  marketing  costs as they are incurred.
Advertising and marketing costs for the nine months ended September 30, 2002 and
2001were  $28,048  and  $17,734,  respectively.


Segment  and  Geographic  Information
-------------------------------------

The FASB issued SFAS No. 131 on "Disclosures about Segments of an Enterprise and
Related Information" effective in 1998.  SFAS 131 requires enterprises to report
information about operating segments in annual financial statements and selected
information  about  reportable  segments  in interim financial reports issued to
shareholders,  on  the  basis  that  is  used  internally for evaluating segment
performance  and  deciding  how  to  allocate  resources  to  segments.  It also
established  standards  for  related  disclosures  about  products and services,
geographic  areas  and  major customers.  The Company evaluated SFAS No. 131 and
determined  that the Company operates in only one segment, however, prior to May
2002  senior  management  evaluated the YesRx Health Advocate Program operations
separately  from  all  other  operations.


Other  Accounting  Pronouncements
---------------------------------

In  July  2001,  the  Financial  Accounting Standards Board issued Statements of
Financial  Accounting Standards No. 141, "Business Combinations" ("FAS 141") and
No.  142,  "Goodwill  and  Other  Intangible  Assets" ("FAS 142").  SFAS No. 141
requires all business combinations initiated after June 30, 2001 to be accounted
for  using  the  purchase  method.  Under  SFAS No. 142, goodwill and intangible
assets  with  indefinite  lives  are  no longer amortized but instead tested for
impairment  at  least annually in accordance with the provisions of FAS No. 142.
FAS  No.  142  will  also  require that intangible assets with definite lives be
amortized over their respective useful lives to their estimated residual values,
and reviewed for impairment in accordance with SFAS No. 121, "Accounting for the
Impairment  of  Long-Lived  Assets and for Long-Lived Assets to be Disposed Of."
The provisions of this Statement are required to be applied starting with fiscal
years  beginning  after  December  15,  2001.  The  Company will not continue to
amortize  goodwill  existing  at  September  30,  2002 until the new standard is
adopted  and  test goodwill for impairment in accordance with SFAS No. 121.  The
Company  adopted  the  standard  starting  January  1,  2002,  and  is currently
evaluating  the  effect that adoption of the provisions of FAS No. 142 will have
on  its results of operations and financial position.  As of September 30, 2002,
the  value  of  goodwill  is  $2,231,731,  and  the  accumulated amortization of
goodwill  is  $770,193.


                                      -9-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Other  Accounting  Pronouncements  (continued)
----------------------------------------------

In  June  2001,  the  FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations."  SFAS  No.  143  requires  liability  recognition  for obligations
associated  with  the retirement of tangible long-lived asset and the associated
asset  retirement  costs.  The  Statement  is effective for financial statements
issued  for  fiscal years beginning after June 15, 2002 with earlier application
encouraged.  The  implementation of SFAS No. 143 will not have a material affect
on  the  Company's  results  of  operations  or  financial  position.

In August 2001, the FASB issued SFAFS No. 144, "Accounting for the Impairment or
Disposal  of  Long-Lived  Assets."  SFAS  No.  144  supersedes  SFAS  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be  Disposed  of",  in  that  it  removes goodwill from its impairment scope and
allows  for different approaches in cash flow estimation.  However, SFAS No. 144
retains  the  fundamental  provisions  of  SFAS  No. 121 for (a) recognition and
measurement  of  long-lived  assets  to  be held and used and (b) measurement of
long-lived  assets to be disposed of.  SFAS No. 144 also supersedes the business
segment  concept  in  APB  opinion  No.  30,  "Reporting  the  Results  of
Operations-Reporting  the  Effects  of  Disposal of a Segment of a Business, and
Extraordinary,  Unusual  and Infrequently Occurring Events and Transactions," in
that  it permits presentation of a component of an entity, whether classified as
held  for  sale  or disposed of, as a discontinued operation.  However, SFAS No.
144  retains  the  requirement  of  APB  Opinion  No.  30 to report discontinued
operations  separately  from  continuing  operations.  The  provisions  of  this
Statement  are  effective  for  financial  statements  issued  for  fiscal years
beginning  after  December  15,  2001  with  earlier  application  encouraged.
Implementation  of SFAS No. 144 will not have a material effect on the Company's
results  of  operations  or  financial  position.

In  April  2002, the FASB issued Statement of Financial Accounting Standards No.
145 ("SFAS 145"), "Rescission of FASB Statements Nos. 4, 44 and 64, Amendment of
FASB  Statement  No.  13,  and  Technical Corrections."  SFAS 145 eliminates the
requirement  that gains and losses from the extinguishment of debt be aggregated
and, if material, classified as an extraordinary item, net of the related income
tax  effect.  SFAS 145 was adopted by the Company in the first quarter of fiscal
2002.  The adoption of SFAS 145 is not expected to have a material impact on the
Company's  results  of  operations  or  financial  position.

In July 2002, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards No. 146 ("SFAS 146"), "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS 146 requires that a liability
for  costs  associated  with  an  exit  or  disposal  activity be recognized and
measured  initially  at fair value only when the liability is incurred. SFAS 146
is  effective  for exit or disposal activities that are initiated after December
31, 2002. Management is evaluating the effect of this statement on the Company's
results  of  operations  and  financial  position.


                                      -10-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002


NOTE  2  -  GOING  CONCERN

The  accompanying  financial  statements  have  been prepared in conformity with
generally  accepted accounting principles, which contemplate continuation of the
Company  as  a going concern.  The Company has a net working deficit of $799,451
for  the  nine  months ended September 30, 2002.  Additionally, the Company must
raise  additional  capital  to  meet its working capital needs subsequent to the
spin-off  of Classic Care.  If the Company is unable to raise sufficient capital
to  fund its operations for the Health Advocacy program, it might be required to
discontinue  operations.  These  factors  raise  substantial  doubt  about  the
Company's  ability  to  continue  as  a  going  concern.  In view of the matters
described above, recoverability of a major portion of the recorded asset amounts
shown  in the accompanying balance sheet is dependent upon the Company's ability
to generate sufficient sales volume to cover its operating expenses and to raise
sufficient capital to meet its payment obligations.  The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded  asset amounts, or amounts and classification of liabilities that might
be  necessary  should  the  Company  be  unable  to  continue  in  existence.

Management  has previously relied on equity financing sources and debt offerings
to  fund  operations.  The  Company's reliance on equity and debt financing will
continue,  and  the  Company  will  continue  to  seek  to  enter into strategic
acquisitions.


NOTE  3  -  INVESTMENTS

Investments as of September 30, 2002 consist of the following:

                    Stason Biotech, Inc.      $      5,028
                    Ebility,  Inc.                  25,000
                                              ------------
                                              $     30,028
                                              ============

The investment in Stason Biotech, made during 2000, represents the Company's 40%
share  of  earnings  in  this  company  for  the year ended December 31, 2000 as
recorded under the equity method of accounting.  The investment in Ebility, made
during  2000,  is  recorded  under  the  cost  method  of  accounting.


NOTE  4  -  ACCOUNTS  RECEIVABLE  -  TRADE

In  2002  and 2001, approximately 80% and 81% of net revenues were derived under
federal  and state third-party reimbursement programs. These revenues are based,
in  part,  on  cost  reimbursement  principles  and  are  subject  to  audit and
retroactive  adjustment  by the respective third-party fiscal intermediaries. In
the opinion of management, retroactive adjustments, if any would not be material
to  the  financial position, results of operations or cash flows of the Company.


                                      -11-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002


NOTE 4 - ACCOUNTS RECEIVABLE - TRADE (CONTINUED)

The  Company  provides  an  allowance  for  doubtful  accounts  based  upon  its
estimation  of  uncollectible  accounts.  The  Company  bases  this  estimate on
historical  collection  experience  and  a review of the current status of trade
accounts  receivable.  It  is reasonably possible that the Company's estimate of
the  allowance for doubtful accounts will change.  Trade accounts receivable are
presented  net of an allowance for doubtful accounts of $184,143 and $353,982 at
September  30,  2002,and  December  31,  2001,  respectively.

Accounts  receivable  attributable  to  the  long-term care services business is
included  in  net  current  assets  of  discontinued  operations.


NOTE  5  -  INVENTORIES

Inventories  consist  of  pharmaceuticals,  medical  supplies  and  equipment of
$171,900 and $728,410 at September 30, 2002 and December 31, 2001, respectively.
The  Company  regularly  checks  its  inventory  for  any  expired  or  obsolete
pharmaceuticals.

The  Company  has  lent  to  another  pharmacy  a portion of its pharmaceuticals
inventory  amounting  to $243,487. Additionally, the Company has returned to its
suppliers  $171,670  of  pharmaceuticals, but the supplier has not yet processed
all  of  the  returns.



NOTE  6  -  INTANGIBLE  ASSETS

Intangible  Assets  consists  of  goodwill  associated  with  the acquisition of
Classic  Care, Inc.  The carrying value of goodwill was reduced by $7,497,001 to
reflect  the  sale of the long-term care services business. Amortization expense
for  the  three  months  ended September 30, 2002, and 2001 was $0 and $118,484,
respectively.  Amortization  expense  for  the  nine  months ended September 30,
2002,  and  2001  was  $0  and  $355,452,  respectively.


                                      -12-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002


NOTE 7 - COMMON STOCK TRANSACTIONS

The  common  stock  transactions during the nine months ended September 30, 2002
were  as  follows:

     -    The  Company  converted  $131,683  in  convertible  notes  payable and
          $12,366  of  related  interest  into  63,727,127  shares of its common
          stock.

     -    The  Company  issued  30,000,000 shares of common stock, with a market
          value  of  $60,000,  for  consulting services provided to the Company.

     -    The  Company  converted  stock  options  into 54,970,000 shares of its
          common  stock  in  a  cash-less  conversion.  The  Company  recorded
          consulting  expense  of  $120,733.



NOTE 8 - RELATED PARTY TRANSACTIONS

The  following  transactions  occurred  between  the Company and certain related
parties:

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

Effective May 20, 2002, when Classic Care discontinued its services of providing
pharmaceuticals  to  individuals  in  long-term  assisted living facilities, all
transaction  with  Profit  Ventures  were  terminated

Prior  to May 20, 2002, Mr. Joel Rubenstein was the Managing Director of Classic
Care,  and his spouse is a shareholder in the Company.  Mr. Rubenstein is also a
trustee  of  the Shagrila Trust, which is the parent company of Profit Ventures,
Inc.  In  2000,  Classic  Care,  entered into an agreement with Profit Ventures,
Inc.,  to  purchase products from Classic Care. Sales to Profit Ventures were $0
and  $1,161,300  for  the  three  months  ended  September  30,  2002  and 2001,
respectively.  Sales  to  Profit  Ventures  were $201,954 and $2,018,560 through
nine  months  ended  September  30,  2002  and  2001,  respectively.


                                      -13-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002


NOTE 8 - RELATED PARTY TRANSACTIONS (CONTINUED)

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

Effective May 20, 2002, when Classic Care discontinued its services of providing
pharmaceuticals  to  individuals  in  long-term  assisted living facilities, all
relations  with  Joel Rubenstein were ended with the exception of his assistance
on  an  as  needed  basis  as  a  consultant.

Mr.  Rubenstein received advances from the Company, and the balance of $4,500 at
December  31,  2001  is  included in Receivable from Related Parties. In January
2002,  Mr.  Rubenstein advanced $150,000 to the Company, which was repaid by the
Company.  In  February 2002, the Company advanced to Mr. Rubenstein $26,000, and
the  Company  has  received  payments of $28,500 as of September 30, 2002, which
results  in  a  balance  of  $2,000  due  from  Mr.  Rubenstein.


Transactions  with  Shareholders
--------------------------------

At  December  31,  2001, the Company has an unsecured note payable to Mrs. Sarit
Rubenstein,  a shareholder and an original owner of Classic Care.  The borrowing
was  due originally in October 2000, is now due on demand, and bears an interest
rate  of  6%  per  annum.  The outstanding balance on the note is $82,750.  This
principal amount was fully repaid in May 2002. The accrued interest was forgiven
pursuant  the  sale  agreement  for  the  long-term  care  services  business.


Steve  Oscherowitz

Mr.  Steve  Oscherowitz,  a  shareholder  of  the  Company  who was the majority
shareholder  in  Classic  Care  prior  to  its  purchase  by the Company, has an
agreement  with  the  Company, under which he loaned funds to and borrowed funds
from  the Company. In previous years, this individual has loaned to Classic Care
Pharmacy  funds  to  meet its short-term working capital needs. The terms of the
borrowings  allow  the  Company  to  request  repayment  on  demand.  The  note
receivable  bears  an  interest  rate  of  5%,  which  is  waived if all amounts
outstanding  are  paid  by July 30, 2002. The Company has a receivable from this
individual  of  $121,208.

At  May  20,  2002,  the  Company  had  an  unsecured  note payable to Mr. Steve
Oscherowitz, a shareholder and an original owner of Classic Care.  The borrowing
was  due originally in October 2000, is now due on demand, and bears an interest
rate  of  6%  per annum.  The outstanding balance on the note is $167,250.  This
amount  is  classified  as  a  Note Payable to Related Party. The Company repaid
$121,208  of  the principal amount by offsetting against the receivable due from
Mr.  Oscherowitz.  The  remaining  principal  and  interest balance was forgiven
pursuant  to  the  agreement  to  sell  the  long-term  care  services business.

As  of  September  30, 2002, there are no outstanding amounts due to or from Mr.
Oscherowitz.


                                      -14-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002


NOTE 9 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts  payable  and  accrued  expenses  at  September  30, 2002, and December
31,2001,  consisted  of  the  following:


<TABLE>
<CAPTION>
                                                September 30, 2002   December 31, 2001
                                                -------------------  ------------------
<S>                                             <C>                  <C>
Accounts payable                                $           695,624  $        1,129,961
Accrued professional and related fees                        43,000              50,000
Accrued compensation and related payroll taxes              121,443             147,191
Accrued interest payable                                    351,321             334,507
Other accrued expenses                                       70,175               3,778
                                                -------------------  ------------------
       Total                                    $         1,281,563  $        1,665,437
                                                ===================  ==================
</TABLE>

NOTE  10  -  CONVERTIBLE  NOTES  PAYABLE  AND  DEBENTURES

The  Company  had  issued convertible notes that are now all due on demand.  The
notes have a stated interest rate of either 8% or 10% per annum, and interest is
payable  semi-annually.  The  various note holders converted $4,442 and $131,683
of  these into common stock during the three and nine months ended September 30,
2002,  respectively,  $896,664  of  these  notes  were  still  outstanding as of
September  30,  2002.

The  note holder also converted $12,366 of interest into common stock during the
nine-month  period  ending  September  30,  2002



NOTE  11  -  INCOME  TAXES

The  significant  reason  for  the difference between the customary relationship
between  income tax expense and pre-tax accounting income for the three and nine
months  ended  September  30,  2002, was due to net operating loss carryforwards
available  to  offset  federal  and  state income taxes.  For the three and nine
months  ended September 30, 2001, the Company had recorded a valuation allowance
against  its  deferred  tax  assets,  thus no deferred tax benefit was recorded.

Tax  rules  impose  limitations  on  the  use  of net operating losses following
certain  changes  in  ownership.  Such a change occurred in 1999 and 2000, which
will  limit  the  utilization  of  the net operating losses in subsequent years.


                                      -15-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002


NOTE  12  -  COMMITMENTS  AND  CONTINGENCIES

Litigation
----------

Patent  Claim

An  individual filed a complaint against the Company alleging breach of contract
and  fraud  and  related  business  torts  related  to  certain patents that the
plaintiff transferred to the Company.  The Company believes that the plaintiff's
claims  are  without  merit.  The  Company  has  reached  a  settlement with the
plaintiff  calling  for a payment of $30,000 in restricted shares of the Kaire's
common stock, with registration rights.  The Settlement has not been effectuated
pending  the  finalization  of  the  time  line.

Department  of  Health  Services

The  Company  is  a  provider  of  services  under California's Medicaid program
("Medi-Cal"),  which  is  administered  by  the  Department  of  Health Services
("DHS").  DHS served notice to the Company that the Company received overpayment
of  claims  submitted  by  the  Company  for  certain  drugs,  based  on alleged
violations  of  the  California  Code  of Regulations.  The Company has provided
documentary  evidence  to  contest  and  rebut DHS's allegations and received an
extension to provide evidence to the contrary.  Management is unable to evaluate
the  final  outcome, but the predicted loss is expected to be $300,000, which is
included  as  a  loss  from  discontinued  operations.

Except  as  otherwise specifically indicated above, management believes that the
Company  doesn't  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,  2000.  However,  there  can be no assurance that the Company will
prevail  in  any  of  the  above  proceedings.  In  addition, the Company may be
required  to  continue  to  defend  itself  resulting  in substantial additional
expense.  In the event the Company is unable to pay the defense costs associated
with  the  foregoing,  an  unfavorable  settlement  or judgment could be awarded
against  the  Company,  which  could  have  a  material  adverse effect upon the
Company.


Other  Litigation

The  Company  was involved in various legal actions arising in the normal course
of  business.  Such  matters  did  not have a material effect upon the financial
position  of  the  Company.


                                      -16-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002


NOTE  12  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

Leases
------

Operating  leases

The  Company leased offices located at 7348 Bellaire Avenue, North Hollywood, CA
under  a non-cancelable operating lease agreement that requires a monthly rental
payment of $2,300.  This lease expired in May 2001, and the Company consolidated
its  offices  with  the  offices  of  the  pharmacy.  The  Company  leases three
automobiles  under  non-cancelable  operating  lease agreements.  The individual
automobile  leases  range  in  terms  of  thirty-six  to  thirty-nine  months.

The  pharmacy  is  located  at  1429  South  Robertson Blvd, Los Angeles, CA and
requires  a  monthly rental payment of $4,500.  The term of the lease is six (6)
years  and  expires  in  March  2005.

Rent  expense  for  the two nine-month periods ended September 30, 2002 and 2001
was  $66,376  and  $61,268,  respectively.


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

Chief  Executive  Officer  Compensation

On  April  1,  2000, Mr. Westlund signed a three-year employment agreement.  The
contract calls for Mr. Westlund to be paid a base salary of $8,333 per month for
the  first year of the term.  Mr. Westlund's base salary was to increase 15% per
year  for  each  of  the  second  and  third  years  per  this  agreement.

Although  Mr.  Westlund's  Employment  Agreement states that his salary is to be
$8,333  per  month,  his  actual pay has been $4,000 per month.  Mr. Westlund is
entitled  to  be  paid the balance of his monthly compensation in either cash or
equity. During the three months ended June 30, 2002, the Company accrued $30,000
for  compensation  due Mr. Westlund. Additionally, Mr. Westlund has been granted
an option to purchase up to 6,000,000 shares of Kaire common stock over the next
5  years  at  an  option  price  of  $0.05 per share.  To date, Mr. Westlund has
exercised  options  to  purchase  5,966,666  shares  of  common  stock.

The  CEO also receives a commission of 3% of the merger price for any mergers or
acquisitions  completed  by  the  Company  during  the  term  of  the agreement.


Consulting  Agreements
----------------------

The  Company  has various consulting agreements that provide for issuance of the
Company's  common stock and/or stock options/stock purchase warrants in exchange
for  services rendered by the consultants.  These agreements relate primarily to
raising  of  capital  and  professional services rendered in connection with the
Company's acquisition efforts.  During the nine months ended September 30, 2002,
the  Company  issued  stock options convertible into 30,000,000 shares of common
stock,  and  14,970,000  and  15,000,000 these stock options were converted into
common  stock  during the three- and nine-month period ended September 30, 2002,
respectively.


                                      -17-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002


NOTE  13  -  EARNINGS  PER  SHARE

Earnings  per  share  have  been calculated using the weighted average number of
shares  outstanding  during  each  period.  The loss from operations and the net
loss  for  the  three  and  nine  months  ended  September  30, 2002, make these
securities  anti-dilutive.  There  were no dilutive securities for the three and
nine  months  ended  September  30,  2001.

NOTE  14  -  CLASSIC  CARE  PHARMACY,  INC.

Acquisition  of  Classic  Care,  Inc.
-------------------------------------

In  May  of  2000, the Company acquired Los Angeles-based Classic Care pharmacy.
Classic  Care  Pharmacy provides specialized prescription medication services to
seniors  living  in  extended care facilities in Southern California.  Under the
merger  agreement,  the  Company  paid  $1,000,000 in cash and issued 15,500,000
shares  of  common  stock  to  acquire  all the outstanding common stock (10,000
shares) of Classic Care Pharmacy.  This agreement required that additional stock
be  issued  if the price of the trading price of the stock on the OTCBB was less
than  $.50  per  share  on  October  31,  2000.

This  agreement  was  amended  on  December  6,  2000 to include additional cash
payments  of  $2,000,000  and to defer the determination date for any additional
shares  to be issued under the merger agreement to October 31, 2001.  The target
price  of  the  acquisition was set at $9,500,000 and the value of public market
valuation  of  the  15,500,000 shares was required to be $6,500,000 or $0.42 per
share  on  or  before  that  date  to  meet  the  target  price  of  $9,500,000.

If  the  price  of  the  stock  was not equal to or greater than $0.42 per share
during  the  period  December  6, 2000 through October 31, 2001, the Company was
required to issue sufficient additional shares of Common Stock or pay additional
cash  to  insure  that  the  total  consideration  paid  for  the acquisition is
$9,500,000.  The  additional stock was to be issued or cash paid by November 30,
2001.

The acquisition was accounted for as a purchase in accordance with provisions of
APB  16.  Under  the  purchase  method  of  accounting,  the  purchase  price is
allocated  to  the  assets  acquired  and  liabilities  assumed  based  on their
estimated  fair  values  at  the  date  of  the  acquisition.


                                      -18-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002


NOTE 14 - CLASSIC CARE PHARMACY, INC. (CONTINUED)

Proposed  Spin-off  of  Classic  Care
-------------------------------------

During  2001,  the Company renegotiated with the original owners of Classic Care
for  amounts  due  them  under  the  original  purchase agreement (as amended on
December 6, 2000) of their interests in Classic Care.  The original Classic Care
shareholders  negotiated  a  settlement  with  the  Company due to the Company's
common  stock  not  having  achieved  specified  levels ($0.42 per share) during
designated  periods  subsequent to the acquisition.  The revised settlement with
the  original  Classic  Care  owners  resulted  in  the  Company  increasing its
liability  to  the original Classic Care Shareholders by $6,345,000 and reducing
additional  paid-in  capital  by  an  equivalent  amount.

The  settlement agreement reached with the original Classic Care owners resulted
in  the  Company  having  to  spin  off  Classic  Care.

On  November  1,  2001,  Kaire  Holdings  entered  into a new agreement with the
original owners of Classic Care, which received shareholder approval in February
2002, whereby Kaire will assign approximately fifty-four percent (54%) ownership
of  the  Classic  Care  Pharmacy  ("CC")  back  to the original owners of the CC
pharmacy,  with  Kaire  retaining  approximately  35%  of  the equity in CC.  In
consideration  of  the  assignment,  all amounts due the CC prior owners will be
deemed  satisfied  with  the  exception  of  a one-year 4% convertible note (the
"Note")  in  the  amount  of USD $2,000,000 that the original CC owners agree to
hold.  This note is secured by the 2,000,000 shares of Classic Care common stock
held  by  Kaire.  The  note  will  mature one year from the date of the spin-off
("Maturity  Date"),  and  if  not  paid  when due, Kaire will have the option to
return  2,000,000  of  its  shares  of  Classic Care to the note holders in full
settlement  of the principal and interest related to the note.  Kaire intends to
dividend  to  Kaire  shareholders  approximately  49%  of  its  position  in CC.

Pursuant  to  this  agreement,  the  Company  has increased the note payable and
amounts  due to the original Classic Care shareholders by $6,345,000 and reduced
additional  paid-in capital by an equivalent amount due to the resolution of the
contingency  involved  with  the  original  purchase.

This  agreement  was further amended on May 20, 2002 by mutual agreement between
the  Company  and the original Classic Care Shareholders. This amended agreement
resulted  in  the Company selling the long-term services business clients to the
original  Classic  Care  shareholders  in  return for forgiveness from having to
repay  the  promissory  notes  and  any  contingent  payments  due  to  them.


                                      -19-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002


NOTE  15  -  DISPOSITION OF CLASSIC CARE'S LONG-TERM FACILITIES SERVICE BUSINESS

Department  of  Health  Services  temporarily  suspended and deactivated Classic
--------------------------------------------------------------------------------
Care's  Medi-Cal  provider  number
----------------------------------

On  April  17,  2002, the Department of Health Services ("DHS") notified Classic
Care Pharmacy that the Medi-Cal Program was taking the following actions against
Classic  Care:  1)  withholding  100  percent of payment to Classic Care; and 2)
temporarily suspending and deactivating Classic Care's Medi-Cal provider number.

The  DHS  reported  that  two  physicians  denied  treating  and  writing  the
prescriptions;  The  DHS  cited  Classic  Care  for violations of CCR, Title 22,
Sec.51476.1(a)  and  51476.1(a)(2),  which  require  written prescriptions to be
maintained  and  identification  of  the  prescribing  provider.  Based  on  its
findings,  the DHS and the Program have concluded that Classic Care Pharmacy may
have  committed  fraud.

Classic  Care  has  the right to appeal the issue of reliability of the evidence
supporting  the  withhold,  but not the issue of fraud.  Upon receipt of Classic
Care's  documents,  the  DHS  has  90  days  to  make  a  decision.

Classic  Care retained outside counsel to review the findings and found that the
DHS  facts  are  wholly  inaccurate,  and  that the DHS's position is completely
unfounded.  It  was  determined  that  the  DHS  requested  and reviewed records
pertaining  to  32 patients, not prescriptions, and that these patients had over
142  prescriptions.


Classic Care obtained a Temporary Restraining Order against the DHS
-------------------------------------------------------------------

On  April  29, 2002, outside counsel wrote to the DHS and explained its findings
and  provided  supporting  documentation,  including  declarations  from  the
prescribing  physicians.  In  response,  the DHS referred outside counsel to the
appeal  process.

As  it  was  unable  to  resolve  this matter amiably with the DHS, Classic Care
sought,  ex  parte,  a temporary restraining order to show cause re: preliminary
injunction  against the DHS on Wednesday, May 8, 2002, at the Superior Court for
the  State  of  California,  County  of  Sacramento, located at the Credit Union
Building, 800 H Street, Sacramento, California  95814.  The Superior Court Judge
granted  the  DHS  until  May  24,  2002,  to  show cause. On May 24th the court
reinstated  Classic  Care's Medi-Cal License retroactive to May 8th, because the
DHS  was  not  prepared  to  show  cause.  However, the Court granted the DHS an
additional  30  days  to  present  cause.  DHS  presented  the  court with their
evidence,  which  is being disputed by the Company.  However, in September 2002,
DHS  again  has  suspended  the Company's Medi-Cal license.  As of September 30,
2002,  the Company is providing the DHS auditor with additional data in order to
refute  the  DHS  claims  and  to  restore  the  Medi-Cal  license.


                                      -20-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002


NOTE  15  -  DISPOSITION OF CLASSIC CARE'S LONG-TERM FACILITIES SERVICE BUSINESS
(CONTINUED)

Classic Care obtained a Temporary Restraining Order against the DHS (continued)
-------------------------------------------------------------------------------

The Company's management decided that Classic Care, faced with the suspension of
its  license, must be able to supply pharmaceuticals to its customers in another
fashion  in order to avoid the potential loss of customers.  Classic Care relies
on  Medi-Cal payments to purchase inventory to fill its customers' prescriptions
unless  immediate steps are taken.  The actions of DHS required Kaire management
to  take immediate action to save its long-term care business, to avoid possible
lawsuits  from  its  customers  and  to  preserve  as  much shareholder value as
possible.

Effective  May  20,  2002,  Kaire  management decided to sell its long-term care
business,  which  relied on Medi-Cal for a majority of its business, in exchange
for  forgiveness  of certain promissory notes plus the related accrued interest,
and  all  contingent payments due the original CC shareholders (Sarit Rubenstein
and  Steve  Osherowitz).  The  total liabilities to the original CC shareholders
were  in  excess  of  $5  million.

There is no cash transaction involved in these transactions.

The  agreement  to  sell the long-term care business was signed on May 20, 2002.
The  original  CC  shareholder  agreed to forgive any and all remaining debt and
contingent debt amounts due them by Kaire under the Agreement and Plan of Merger
as  Amended  on  December  6,  2001.

The remaining business of Kaire consists of the Health Advocacy Program, Hospice
and  Medical  Supplies.  The Hospice business is temporarily suspended since May
2002,  and  Kaire management is currently in negotiations with Hospice providers
for  a  new  contract.


                                      -21-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002


NOTE  15  -  DISPOSITION OF CLASSIC CARE'S LONG-TERM FACILITIES SERVICE BUSINESS
(CONTINUED)

Classic Care obtained a Temporary Restraining Order against the DHS (continued)
-------------------------------------------------------------------------------

The  long-term  care  portion  of  the  business  is  reflected  in discontinued
operations.  The  allocation  between continuing and discontinued operations was
summarized  based  on information excerpted from the internal management reports
is  as  follows:


                                      Three Months Ended September 30,
                                          2002                2001
                                   ------------------  ------------------
Revenues                           $         572,846   $       2,620,282
Cost of Goods Sold                          (207,494)         (1,723,940)
                                   ------------------  ------------------
Gross Profit                                 365,352             896,342
Operating Expenses                          (390,743)           (695,533)
                                   ------------------  ------------------
Loss (income) from Operations      $         (25,391)  $         200,809
                                   ==================  ==================


                                       Nine Months Ended September 30,
                                                2002                2001
                                   ------------------  ------------------
Revenues                           $       6,127,497   $       9,677,796
Cost of Goods Sold                        (4,158,636)         (6,810,419)
                                   ------------------  ------------------
Gross Profit                               1,968,861           2,867,377
Operating Expenses                        (1,343,944)         (2,373,631)
                                   ------------------  ------------------
Income from Operations             $         624,917   $         493,746
                                   ==================  ==================


                                      -22-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002


NOTE  16  -  SEGMENT  INFORMATION

Based  on  the criteria established by SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information," the Company operates in one principal
business  segment  effective  May  2002.



NOTE  17  -  SHAREHOLDER  MEETING

At  the  annual meeting in February 2002, shareholders approved and consented to
amend the Company's restated Certificate of Incorporation to increase the number
of  authorized  shares  of  common stock from 400,000,000 to 900,000,000 shares.

The  principal  purpose  of  this  amendment to the Certificate was to authorize
additional  shares of Common Stock that would be available to 1) provide for the
conversion  of  existing  debt, 2) facilitate the possible raising of additional
capital  through  the  sale  of  securities,  3)  grant  options  or other stock
incentives  to the Company's employees, 4) for a possible acquisition of another
company  or  its  business  or  assets,  and  5)  seek  to establish a strategic
relationship  with  a  corporate  partner.



NOTE  18  -  SUBSEQUENT  EVENTS

In  October  2002,  the  Company tendered an offer to purchase a retail pharmacy
located  in  Southern  California.  The  purchase  price  of  $175,000  will  be
allocated  as  follows:  $75,000  for  inventory and $100,000 for other tangible
assets  plus  trade name.  In connection with this acquisition, the Company will
issue  short-term notes payable aggregating to $110,000.  The Company has made a
deposit  of  $32,399  toward  the  purchase  of  this  pharmacy.


                                      -23-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


     PLAN OF OPERATION

     Short Term Objectives:
     ---------------------

          -    Re-establish the Classic Care Medi-Cal Practice or sell Classic
               Care Pharmacy.
          -    Continue to develop the Health Advocate Program in the Southern
               California region.

     Long Term Objectives:
     ---------------------

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

Our work force is expected to stay flat or increase at a rate equal to actual
increases of our business operations, not taking into consideration a possible
sale of Classic Care Pharmacy.

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

RESULTS OF OPERATIONS


Three and Nine Months Ended September 30, 2001 Compared to September 30, 2002
-----------------------------------------------------------------------------


For the three and nine months ended September 30, 2002, revenues were
approximately $480,693 and $1,615,279 compared to $461,571 and $1,091,923 for
the same periods prior year, for an increase of $19,122 and $ 523,356
respectively.  The results for the quarter were flat due to the termination of
Classics Cares Medi-Cal license.

Gross profit for products and services was $108,006 and $70,715 for three and
nine months ended September 30, 2002 compared to $50,773 and $131,031 for the
same period prior year, an increase (decrease) of $57,233 and ($60,319) over the
same periods prior year.

SG&A expense decreased to $253,061 from $1,134,299 for the three months period
ended September 30, 2002 versus September 30, 2001 and decreased to $915,653
from $1,805,570 for the nine months period ended September 30, 2002 versus
September 30, 2001.  The decrease in SG&A was due to the reduction in operations
resulting from the termination of the Medi-Cal license.

Interest expense for operations for the three and nine month period ended
September 30, 2002 was $3,129 compared to ($1,916) for the comparable three
month period prior year and $73,134 compared to $31,533 for the comparable nine
month period prior year.  The increase resulted from late changes due to
suppliers.


<PAGE>

No provision was made for Federal income tax since the Company has incurred
significant net operating losses from inception. Through September 30, 2002, the
Company incurred net operating losses for tax purposes of approximately
$788,451. The net operating loss carry forward may be used to reduce taxable
income through the year 2013. The Company's tax returns have not been audited by
the Internal Revenue Service. The carry forward amounts may therefore be subject
to audit and adjustment. As a result of the Tax Reform Act, the availability of
net operating loss carry forwards can be deferred, reduced or eliminated under
certain circumstances. Net operating losses in the State of California were not
available for use during 1992 and the carry forward period has generally been
reduced from fifteen years to five years beginning in 1993.

Liquidity and Capital Resources
-------------------------------

The Company's revenues have been insufficient to cover acquisition costs, cost
of revenues and operating expenses.  Therefore, the Company has been dependent
on private placements of common stock securities, bank debt, loans from private
investors and the exercise of common stock warrants in order to sustain
operations.  In addition, there can be no assurances that private or other
capital will continue to be available, or that revenues will increase to meet
the Company's cash needs, or that a sufficient amount of the Company's common
stock or other securities can or will be sold or that any common stock purchase
options/warrants will be exercised to fund the operating needs of the Company.

On September 30, 2002 the Company had assets of $3,338,781 compared to
$11,616,629 on December 31, 2001.  The Company had a total stockholders' equity
of $463,002 on September 30, 2002 compared to stockholders equity of $937,673 on
December 31, 2001, an decrease of $474,671.

As of September 30, 2002 the Company's working capital position increased
$6,649,515 from a negative $7,849,143 at December 31, 2001 to a negative
$1,190,608, primarily as a result of the forgiveness of the acquisition debt on
May 20, 2002.

Classic Care Pharmacy Spinoff
-----------------------------

On November 1, 2001, Kaire Holdings entered into an agreement with the original
Classic Cares owners, pending shareholder approval, whereby Kaire will assign
approximately fifty four percent (54%) ownership of the Classic Care Pharmacy
("CC") back to the original owners of the CC pharmacy, with Kaire retaining
approximately 35% of the equity in CC.  In consideration of the assignment, all
amounts due the CC prior owners will be deemed satisfied with the exception of a
One Year 4% Convertible Note (the "Note") in the amount of USD $2,000,000.00
that the CC Owners agree to hold.  The note will mature one year hence
("Maturity Date"), and if not paid when due, Kaire will have the option to
return 2,000,000 of its shares of Classic Care to the note holders in settlement
of the note. Interest will be payable within 30 days of the maturity date in
cash or in Kaire common stock.

As a result of the termination of Classics Care's Medi-Cal License and with
Classic Care discontinuing its services of providing pharmaceuticals to
individuals in long-term assisted living facilities effective May 20, 2002,
moving forward on a spin-off did not have a business basis and the plan was
cancelled.

GOING CONCERN

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. The Company has a net working deficit of $799,451
for the nine months ended September 30, 2002. Additionally, the Company must
raise additional capital to meet its working capital needs subsequent to the


<PAGE>
spin-off of Classic Care. If the Company is unable to raise sufficient capital
to fund its operations for the Health Advocacy program, it might be required to
discontinue operations. These factors raise substantial doubt about the
Company's ability to continue as a going concern. In view of the matters
described above, recoverability of a major portion of the recorded asset amounts
shown in the accompanying balance sheet is dependent upon the Company's ability
to generate sufficient sales volume to cover its operating expenses and to raise
sufficient capital to meet its payment obligations. The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded asset amounts, or amounts and classification of liabilities that might
be necessary should the Company be unable to continue in existence.

Subsequent Events
-----------------

In October 2002, the Kaire Holding tendered an offer to purchase a retail
pharmacy located in Southern California. The purchase price of $175,000 will be
allocated as follows: $75,000 for inventory and $100,000 for other tangible
assets plus trade name. In connection with this acquisition, the Company will
issue short-term notes payable aggregating to $110,000. The Company has made a
deposit of $32,399 toward the purchase of this pharmacy.

In November 2002, Kaire Holdings assigned its 40% interest in Stason Bio-Tech
which was obtained from the transfer of its EZ Trac Lab operation to Stason, in
exchange for the forgiveness of a $175,000 note owned Stason by Kaire.



                           PART II. OTHER INFORMATION
                           --------------------------

ITEM 1. LEGAL PROCEEDINGS

Patent  Claim

An individual filed a complaint against the Company alleging breach of contract
and fraud and related business torts related to certain patents that the
plaintiff transferred to the Company. The Company believes that the plaintiff's
claims are without merit. The Company has reached a settlement with the
plaintiff calling for a payment of $30,000 in restricted shares of the Kaire's
common stock, with registration rights. The Settlement has not been effectuated
pending the finalization of the time line.


Department of Health Services - Medi-Cal's action against Classic Care

On April 17, 2002 the Department of Health Services notified Classic Care
Pharmacy that the Medi-Cal Program was taking the following action against
Classic Care: 1) withholding 100 percent of payment to Classic Care, and 2)
temporarily suspending and deactivating Classic Care's Medi-Cal provider number.

The Department of Health Services ("DHS") took this action as a result of its
findings in an unannounced visit to Classic Care Pharmacy whereby the DHS
reviewed prescriptions on record.   The DHS reported that they reviewed
thirty-two prescriptions and that two of the ten referring physicians denied
treating and writing the prescriptions.  The DHS cited Classic Care for
violations of CCR, Title 22, Sec.51476.1(a) and 51476.1(a)(2) which requires
written prescriptions be maintained and must identify the prescribing provider.
Based on its findings the DHS and the Program have concluded that Classic Care
Pharmacy may have committed fraud.


<PAGE>
Classic Care retained outside consul to review the findings and found that the
DHS facts are wholly inaccurate and that the Department of Health Services
("DHS") position is completely unfounded. It was determined that the DHS
requested and reviewed records pertaining to 32 patients, not prescriptions, and
that these patients had over 142 prescriptions.

On April 29, 2002, outside counsel wrote to the DHS and explained its findings
and provided supporting documentation, including declarations from the
prescribing physicians. In response the DHS referred outside counsel to the
appeal process.

As it was unable to resolve this matter amicable with the DHS, Classic Care
sought, ex parte, a temporary restraining order to show cause re: preliminary
injunction against the DHS on Wednesday, May 8, 2002 at the Superior Court for
the state of California, County of Sacramento, located at the Credit Union
Building, 800 "H: Street, Sacramento, California 95814.  The Superior Court
Judge granted the DHS until May 24, 2002 to show cause.

On the May 24, 2002 hearing, the court reinstated Classic Care's medical license
retroactive to May 8, 2002 because the DHS was not prepared to show cause.
However, the court granted the DHS an additional 30 days for to show cause.

The action taken by the DHS forced Kaire Holdings to take immediate action to
save its long- term care business, to avoid possible lawsuits from its customers
and to preserve as much shareholder value as possible.  In reviewing its
options, Kaire decided to sell its long term care business, which relied heavily
on Medi-Cal, in exchange for forgiveness of certain promissory notes (please see
attached exhibit).  The businesses remaining with Kaire Holdings consist of the
Aids Advocacy business, Hospice, Medical Supplies and its Diabetic Programs.

Subsequently Kaire lost an administrative appeal held by the DHS.  As a result
of losing the appeal, the Superior Court of California could not longer enforce
the TRO and Kaire's Medi-Cal license was terminated.  However the Superior Court
Judge in its ruling felt that the DHS did not show adequate cause and
recommended that Kaire seek a rit of mandamus.  Kaire is currently weighing its
options.

Department  of  Health  Services

The Company is a provider of services under California's Medicaid program
("Medi-Cal"), which is administered by the Department of Health Services
("DHS"). DHS served notice to the Company that the Company received overpayment
of claims submitted by the Company for certain drugs, based on alleged
violations of the California Code of Regulations. The Company has provided
documentary evidence to contest and rebut DHS's allegations and received an
extension to provide evidence to the contrary. Management is unable to evaluate
the final outcome, but the predicted loss is expected to be $300,000, which is
included as a loss from discontinued operations.

Except as otherwise specifically indicated above, management believes that the
Company doesn't 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, 2000. However, there can be no assurance that the Company will
prevail in any of the above proceedings. In addition, the Company may be
required to continue to defend itself resulting in substantial additional
expense. In the event the Company is unable to pay the defense costs associated
with the foregoing, an unfavorable settlement or judgment could be awarded
against the Company, which could have a material adverse effect upon the
Company.


<PAGE>
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

During the Quarter ending March 31, 2002, the Company issued securities using
the exceptions available under the Securities Act of 1933 including unregistered
sales made pursuant to Section 4(2) of the Securities Act of 1933, as follows:

In September 2002 the Company issued 30,000,000 shares of common stock for
professional services valued at $60,000.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:

None


<PAGE>
                                   SIGNATURES
                                   ----------



     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its  behalf  by  the  undersigned,  thereunto  duly  authorized.


                               KAIRE HOLDINGS INCORPORATED.
                               ----------------------------
                                      (Registrant)



Date:  November 19, 2002       By:  /s/Steven  R. Westlund
                                    ----------------------
                                       Steven Westlund
                                       Chief Executive Officer, Chairman


<PAGE>
CEO CERTIFICATION

I, Steven Westlund, certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of Kaire Holdings
          Incorporated,

     2.   Based on my knowledge, this quarterly report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this annual report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this quarterly report;

     4.   The registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
          and we have:

               a)   designed such disclosure controls and procedures to ensure
                    that material information relating to the registrant,
                    including its consolidated subsidiaries, is made known to us
                    by others within those entities, particularly during the
                    period in which this quarterly report is being prepared;

               b)   evaluated the effectiveness of the registrant's disclosure
                    controls and procedures as of a date within 90 days prior to
                    the filing date of this quarterly report (the "Evaluation
                    Date"); and

               c)   presented in this quarterly report our conclusions about the
                    effectiveness of the disclosure controls and procedures
                    based on our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of registrant's board of directors (or persons
          performing the equivalent function):


<PAGE>
               a)   all significant deficiencies in the design or operation of
                    internal controls which could adversely affect the
                    registrant's ability to record, process, summarize and
                    report financial data and have identified for the
                    registrant's auditors any material weaknesses in internal
                    controls; and

               b)   any fraud, whether or not material, that involves management
                    or other employees who have a significant role in the
                    registrant's internal controls; and

     6.   The registrant's other certifying officers and I have indicated in
          this quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.

Date:  November 19, 2002

                                    /s/   Steven Westlund
                                    -----------------------------------
                                    Steven Westlund
                                    Chief Executive Officer


<PAGE>
CFO CERTIFICATION


I, Steven Westlund, certify that:

     1.   I have reviewed this Quarterly report on Form 10-Q of Kaire Holdings
          Incorporated,

     2.   Based on my knowledge, this quarterly report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this annual report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this quarterly report;

     4.   The registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
          and we have:

               a)   designed such disclosure controls and procedures to ensure
                    that material information relating to the registrant,
                    including its consolidated subsidiaries, is made known to us
                    by others within those entities, particularly during the
                    period in which this quarterly report is being prepared;

               b)   evaluated the effectiveness of the registrant's disclosure
                    controls and procedures as of a date within 90 days prior to
                    the filing date of this quarterly report (the "Evaluation
                    Date"); and

               c)   presented in this quarterly report our conclusions about the
                    effectiveness of the disclosure controls and procedures
                    based on our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of registrant's board of directors (or persons
          performing the equivalent function):


<PAGE>
               a)   all significant deficiencies in the design or operation of
                    internal controls which could adversely affect the
                    registrant's ability to record, process, summarize and
                    report financial data and have identified for the
                    registrant's auditors any material weaknesses in internal
                    controls; and

               b)   any fraud, whether or not material, that involves management
                    or other employees who have a significant role in the
                    registrant's internal controls; and

     6.   The registrant's other certifying officers and I have indicated in
          this quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.

Date:  November 19, 2002

                                    /s/  Steven Westlund
                                    ---------------------------------------
                                    Steven Westlund
                                    Chief Financial Officer


<PAGE>
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Kaire Holdings, Inc. (the "Company")
on Form 10-QSB for the period ending September 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Joel G.
Rubenstein, Managing Director of the Company, certify, pursuant to 18 U.S.C.
Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002,
that:

     (1)  The Report fully complies with the requirements of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all
          material respects, the financial condition and result of operations of
          the Company.



                              /s/ Steven Westlund
                              _____________________________
                              Steven Westlund
                              Chief Financial Officer
                              November 19, 2002


<PAGE>
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Kaire Holdings, Inc(the "Company")
on Form 10-QSB for the period ending September  30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Chief
Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as
adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully complies with the requirements of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all
          material respects, the financial condition and result of operations of
          the Company.



                              /s/ Steven Westlund
                              _____________________________
                              Steven Westlund
                              Chief Executive Officer
                              November 19, 2002


<PAGE>