FORM 10-QSB
                       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 March 31, 2003
                                                 --------------

                                       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)

     8135 Clybourn Avenue Sun Valley, California                    91352
     --------------------------------------------------------------------
     (Address of principal executive offices)                   (Zip Code)

       Registrant's Telephone number, including area code: (818) 255-4996
                                                           --------------

   ___________________________________________________________________________
   (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 March 31, 2003
     ---------------------                      -----------------------------
     $.001  par  value                          883,484,683     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,  2002  and  March  31,  2003  (unaudited)

              Condensed Consolidated Statements of Operations (Unaudited)
                   for  the  three  months  ended  March  31,  2002 and 2003

              Condensed Consolidated Statements of Cash Flows (Unaudited)
                   for  the  three  months  ended  March  31,  2002  and  2003

              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 2   Changes  in  Securities  and  Use  of  Proceeds

     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 MONTHS ENDED
                                 MARCH 31, 2003




                                      - 3 -
<PAGE>
                           KAIRE HOLDINGS INCORPORATED
                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                                 MARCH 31, 2003





                             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 - 22



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

                                       CONSOLIDATED BALANCE SHEETS
                                  MARCH 31, 2003 AND DECEMBER 31, 2002


                                                ASSETS

                                                                    March 31, 2003    December 31, 2002
                                                                   -------------------------------------
                                                                     (unaudited)          (audited)
<S>                                                                <C>               <C>
Current assets
Cash and cash equivalents                                          $         68,191  $            20,356
     Accounts receivable (net of allowance for doubtful accounts
          of $0 and $45000 in 2003 and 2002, respectively)                    5,450               22,267
     Other receivables                                                      129,557              156,782
     Advances to shareholders                                                 2,750                    -
     Inventory                                                               43,567                    -
     Deposits                                                                54,534               53,919
     Prepaid expenses                                                       114,036                    -
     Current assets - discontinued operations, net                                -                4,553
                                                                   -------------------------------------

          Total current assets                                              418,085              257,877
                                                                   -------------------------------------

Other assets
     Property and Equipment, net of accumulated depreciation                159,721               27,305
     Goodwill                                                             2,906,985                    -
                                                                   -------------------------------------

          Total other assets                                              3,066,706               27,305
                                                                   -------------------------------------

                    Total assets                                   $      3,484,791  $           285,182
                                                                   =====================================
</TABLE>


                                  (continued)


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


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

                               CONSOLIDATED BALANCE SHEETS (CONTINUED)
                                MARCH 31, 2003 AND DECEMBER 31, 2002


                                 LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                  March 31, 2003    December 31, 2002
                                                                 ----------------  -------------------
                                                                   (unaudited)          (audited)
<S>                                                              <C>               <C>
Current Liabilities
 Accounts payable and accrued expenses                                 1,217,005              754,875
 Income tax payable                                                        5,600                4,800
 Loans payable                                                           235,582                    -
 Notes payable - related parties                                           3,594                  200
 Note payable - acquisition                                            2,500,000                    -
 Payable to shareholders                                                  47,993               27,618
 Liabilities of discontinued operations                                  716,125              757,868
 Convertible notes - current portion                                     888,570              878,266
                                                                 ----------------  -------------------
  Total current liabilities                                            5,614,469            2,423,627
                                                                 ----------------  -------------------
   Total liabilities                                                   5,614,469            2,423,627
                                                                 ----------------  -------------------

Stockholders' equity
 Common stock, $0.001 par value
  900,000,000 shares authorized; 883,484,863
  and 432,738,198 shares issued and outstanding, respectively            883,485              432,739
 Common Stock Subscriptions Receivable                                         -                    -
 Additional paid in capital                                           37,133,632           37,032,335
 Accumulated deficit                                                 (40,146,795)         (39,603,519)
                                                                 ----------------  -------------------
  Total stockholders' equity                                          (2,129,678)          (2,138,445)
                                                                 ----------------  -------------------
   Total liabilities and stockholders' equity                    $     3,484,791   $          285,182
                                                                 ================  ===================
</TABLE>


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

                                      - 2 -
<PAGE>
<TABLE>
<CAPTION>
                      KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                          CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002


                                                             March 31,      March 31,
                                                               2003           2002
                                                            (unaudited)    (unaudited)
                                                           -------------  -------------
<S>                                                        <C>            <C>
Net revenues                                               $    483,409   $    698,883
Cost of goods sold                                             (465,046)      (562,263)
                                                           -------------  -------------

    Gross profit                                                 18,363        136,620
                                                           -------------  -------------

Operating expenses
  Salaries                                                       83,764         66,633
  Depreciation and amortization                                  16,087         16,049
  General and administrative                                    447,536        130,414
  Selling expense                                                 2,134          4,662
  Rent                                                           27,079         21,877
                                                           -------------  -------------

    Total operating expenses                                    576,600        239,635
                                                           -------------  -------------

Loss from operations                                           (558,237)      (103,015)
                                                           -------------  -------------

Other income (expenses)
  Interest expense                                              (33,226)       (51,247)
  Miscellaneous income                                            7,194              -
  Shareholder fees                                                    -        (51,780)
                                                           -------------  -------------

    Total other income (expenses)                               (26,032)      (103,027)
                                                           -------------  -------------

Loss from continuing operations before income taxes            (584,269)      (206,042)

Provision for income taxes                                         (800)          (600)
                                                           -------------  -------------

Loss from continuing operations                                (585,069)      (206,642)
                                                           -------------  -------------

Discontinued operations
  (Loss)  Income from operations of discontinued segment
    (net of income tax expense of $200 in 2003 and 2002)           (200)       594,180

  Gain on disposal of assets of discontinued
    segment (net of income tax expense of $0
    in 2003 and 2002)                                            41,993              -
                                                           -------------  -------------

Net Income                                                 $   (543,276)  $    387,538
                                                           =============  =============

(Loss) earnings per weighted average share of
  common stock outstanding
    From continuing operations                             $     (0.001)  $     (0.001)
    From discontinued operations                                  0.000          0.002
                                                           -------------  -------------
      Total (loss) earnings per share                      $     (0.001)  $      0.001
                                                           =============  =============

Weighted-average shares outstanding -basic and diluted      509,445,014    317,385,337
                                                           =============  =============
</TABLE>


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

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002


                                                                                   2003        2002
                                                                                ----------  ---------
<S>                                                                             <C>         <C>
Increase (decrease) in cash and cash equivalents
  Net income (loss)                                                             $(543,276)  $ 387,538
  Adjustments to reconcile net loss to net cash used
    in operating activities
      Depreciation and amortization                                                16,087      16,049
      Allowance for bad debts                                                           -     157,000
      Amortization of warrant and bond issuance discount                           12,081      22,937
      Common stock issued for professional services                               299,944      45,000
      Common stock issued for payment of interest                                     324      11,385
      Loss on disposal of assets                                                        -       1,765
      (Income) loss from operations of discontinued operations                        200    (594,180)
      Loss on disposition of assets of discontinued operations                    (41,993)          -
      Change in net assets and liabilities of discontinued operations             (37,190)   (125,905)
      Other                                                                            99      (3,465)
      Non-cash other income                                                         5,541           -
                                                                                ----------  ---------

      Total adjustments to net income                                           $(288,183)  $ (81,876)
                                                                                ----------  ---------

Cash flow from operating activities:
  Changes in operating assets and liabilities net of effects from purchase of
  entreMetrix, Inc.:

    Trade accounts receivable                                                   $  64,248   $ (55,497)
    Deposits                                                                           30        (200)
    Other receivables and assets                                                   43,574      (2,100)
    Amounts due from related parties                                                    -           -
    Inventory                                                                     (43,567)          -
    Bank overdraft                                                                      -      23,924
    Income and sales tax payable                                                      800         800
    Accrued interest on convertible notes                                          17,883      19,162
    Accrued interest on notes payable - related parties                             3,288       3,750
    Accounts payable and accrued expenses                                         178,339      42,375
                                                                                ----------  ---------

        Cash flow generated by (used in) operating activities                   $ (23,588)  $ (49,662)
                                                                                ----------  ---------

Cash flow from investing activities:
  Cash acquired in acquisition of entreMetrix, Inc.                             $  27,576   $       -
                                                                                ----------  ---------

        Net cash generated by (used in) investing activities                    $  27,576   $       -
                                                                                ----------  ---------

Cash flow from financing activities:
  Proceeds from notes payable - shareholders                                    $  20,375   $       -
  Proceeds from loans                                                              10,039           -
  Proceeds from notes payable - related parties                                     3,394           -
  Capital lease payments                                                                -     (13,045)
  Short-term notes payable                                                         10,039           -
                                                                                ----------  ---------

        Net cash generated by (used in) financing activities                    $  43,847   $ (13,045)
                                                                                ----------  ---------
</TABLE>


                                   (continued)


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

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

               CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002

                                                                                             2003        2002
                                                                                         ------------  -----------
<S>                                                                                      <C>           <C>
               Net (decrease) increase in cash
               and cash equivalents                                                      $    47,835   $  (62,707)
                                                                                         ------------  -----------

               Cash and cash equivalents at beginning of year                                 20,356       62,707
                                                                                         ------------  -----------

               Cash and cash equivalents at end of period                                $    68,191   $        -
                                                                                         ============  ===========

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

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
During the three months ended March 31, 2003, the Company entered into the following
non-cash transactions:

     Issued 3,000,000 shares of common stock for conversion of $1,776 of notes payable, and $324 of accrued interest.

     Issued 182,738,202 shares of common stock for legal and consulting services valued  at $299,944

     In January 3003, the Company acquired assets of
          Sespe Pharmacy
               Inventory                                                                 $    81,068
               Property and equipment                                                        100,000
                                                                                         ------------
                    Assets acquired                                                          181,068
                                                                                         ------------

                    Cash paid                                                                (65,000)
                    Notes payable                                                           (116,068)
                                                                                         ------------
                    Net                                                                  $         -
                                                                                         ============

     In March 2003, the Company acquired entreMetrix, Inc. for 250 million shares
     of common stock and a note payable for $2.5 million
               Cash acquired in transaction                                                   27,576
               Accounts receivable                                                               958
               Prepaid expenses and other assets                                             135,253
               Goodwill                                                                    2,906,985
               Property and equipment                                                         51,323
               Accounts payable and accrued expenses                                        (262,620)
               Notes payable                                                                (109,475)
               Issuance of common stock - acquisition                                       (250,000)
               Note payable - acquisition                                                 (2,500,000)
                                                                                         ------------
                                                                                         $         -
                                                                                         ============
<FN>
     In March 2003, the Company returned $26,625 of vehicles under capital leases to the lessors.

During the three months ended March 31, 2002, the Company entered into the following
non-cash transactions:

     Issued 57,872,981 shares of common stock for conversion of $124,994 of notes payable, and $11,385 of
     accrued interest

     Issued 15,000,000 shares of common stock for conversion of stock options for consulting services valued at
     $45,000.
</TABLE>


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

                                      - 5 -
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003




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.

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  operated  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 area.  Classic Care
purchased  prescription  drugs  in bulk and filled prescriptions for individuals
living  in the aforementioned facilities.  Primary sales were to individuals and
consisted  of packaged prescription drugs in prescribed dosages.  These packaged
drug  sales  were  primarily paid for by Medi-Cal, and the balances of the sales
that  were  not  covered by Medi-Cal were paid directly by individuals.  Classic
Care  billed Medi-Cal and other third-party payors on behalf of the customer and
received  payment  directly  from  Medi-Cal.

On  May 20, 2002, the Company and the original Classic Care Shareholders reached
an  agreement  to  settle  all amounts due them.  This agreement resulted in the
Company  selling the long-term services business clients to the original Classic
Care  shareholders  and  relinquishing  all  rights  in  the  long-term services
business  in  return  for  a  release  from  repaying  the  promissory notes and
contingent  payments resulting from the original acquisition.  In December 2002,
the  Company  was informed by the Department of Health Services ("DHS") 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.  In
December  2002,  the  Company decided to voluntarily dissolve Classic Care, Inc.
dba  Classic  Care Pharmacy, as a result of sanctions by the pharmacy management
of  the  Department  of  Health  Services  and  the subsequent suspension of the
Medi-Cal  license.  In  January  2003, the Company's management decided to start
the  process  of  a  voluntary  dissolution  of  Classic  Care.

In  January  2003,  the  Company, through its subsidiary Effective Health, Inc.,
purchased all tangible and intangible assets of Sespe Pharmacy, a privately held
company located in Fillmore, California.  The total purchase price was $181,068.


                                      - 6 -
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
     ------------------------------------------------------

On  March  18,  2003,  the  Company  completed the purchase of entreMetrix, Inc.
("entreMetrix"),  a  privately  held  professional  employment  organization, by
acquiring  all of the outstanding capital stock of entreMetrix, Inc. for a total
purchase  price  of  $2,750,000.  The  acquisition  was  accounted for using the
purchase  method of accounting and, accordingly, entreMetrix, Inc.'s, results of
operations have been included in the consolidated financial statements since the
date  of acquisition.  The source of funds for the acquisition was a combination
of  the  Company's  common  stock  and  a  note  payable.


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 Effective Health,
Inc.  (dba  Sespe Pharmacy), Classic Care, Inc. (dba Classic Care Pharmacy), and
entreMetrix,  Inc.  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  March  31,  2003, 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.

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,  2002.

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.


                                      - 7 -
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
     ------------------------------------------------------

Cash  and  Cash  Equivalents
----------------------------

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


Concentration  of  Cash
-----------------------

The  Company  at times during the year maintained cash balances in excess of the
federally  insured  limit  of $100,000 per institution.  There were no uninsured
balances  as  of  March  31,  2003  and  December  31,  2002.


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

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

Professional  employment  services  revenue is recognized at the payroll date of
the  customer  or as services are rendered.  The payroll fee is due prior to the
payroll  date, but is not considered revenue until the date of the payroll.  The
company  reports  gross income as the total cost of the invoice for the staffing
services  rendered including gross payroll, payroll taxes, workers compensation,
administrative  fees  and  delivery fees.  Amounts received prior to the payroll
payment  date  are  classified  as  deferred  revenue.


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 Classic Care's revenue was
from  federal  and  state  reimbursement  programs.


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

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


                                      - 8 -
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
     ------------------------------------------------------

Net  Loss  Per  Share
---------------------

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


Inventory
---------

Inventory consists primarily of pharmaceuticals and health care products, and is
stated  at  the  lower  of  cost  or  market  on  a  first-in-first-out  basis.


Goodwill
--------

The  Company  capitalized as goodwill the excess acquisition costs over the fair
value  of  net  assets  acquired,  in  connection  with business acquisitions in
accordance  with  provisions  of  SFAS  No.  142, "Goodwill and Other Intangible
Assets",  and  accordingly  goodwill and intangible assets with indefinite lives
are  no  longer  amortized  but instead tested for impairment at least annually.
The  carrying  amount  of  goodwill  will  be reviewed periodically based on the
undiscounted cash flows of the entities acquired over the remaining amortization
period.


Income  Taxes
-------------

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


                                      - 9 -
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
     ------------------------------------------------------

Fair  Value  of  Financial  Instruments
---------------------------------------

The  Company  measures  its  financial assets and liabilities in accordance with
generally  accepted accounting principles.  SFAS NO. 107, "Disclosure About Fair
Value of Financial Instruments," requires certain disclosures regarding the fair
value  of  financial  instruments.  For  certain  of  the  Company's  financial
instruments,  including  cash  and  cash  equivalents  and  accounts payable and
accrued  liabilities,  the  carrying amounts approximate fair value due to their
short  maturities.  The  amounts  shown  for notes payable also approximate fair
value  because current interest rates offered to the Company for debt of similar
maturities  are  substantially  the  same.


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
months  ended  March  31, 2003 and 2002, comprehensive loss is equivalent to the
Company's  net  loss.


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

The  Company  expenses  advertising  and  marketing  costs as they are incurred.
Advertising  and  marketing  costs for the three months ended March 31, 2003 and
2002  were  $777  and  $46,398,  respectively.


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

Certain  amounts  in  the  2002  financial  statements have been reclassified to
conform  to  the  2003  presentations.  These reclassifications had no effect on
previously  reported  results  of  operations  or  retained  earnings.


                                     - 10 -
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
     ------------------------------------------------------

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

The FASB issued SFAS No. 131 on "Disclosures about Segments of an Enterprise and
Related  Information,"  which  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  two  segments.


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

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.

In  December  2002,  the  FASB  issued  SFAS No.148, "Accounting for Stock-Based
Compensation  -  Transition and Disclosure."  This statement amends SFAS No.123,
"Accounting  for  Stock-Based  Compensation,"  to provide alternative methods of
transition  for  a voluntary change to the fair value-based method of accounting
for  stock-based  employee  compensation.  Pursuant  to SFAS No.123, the Company
will  expense  the fair market value of stock options newly granted to employees
beginning  in  April  2003.



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 $5,196,384
for  the  three  months  ended March 31, 2003. If the Company is unable to raise
sufficient  capital  to  fund  its  various  operations, 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.


                                     - 11 -
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


2.   GOING CONCERN (CONTINUED)
     -------------------------

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.


3.   ACCOUNTS  RECEIVABLE  -  TRADE
     ------------------------------

In  2003  and  2002, approximately 2% and 80% 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.

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.  The  DHS  informed  the  Company  in  December  2002 that
Medi-CAL  was  withholding  a  100%  of its payments and Classic Care's Medi-CAL
license  was  being  suspended,  and  the  operations  of Classic Care ceased in
January  2003.



4.   INVENTORIES
     -----------

Inventories  consist  of  pharmaceuticals,  medical  supplies  and  equipment of
$43,567  at  March 31, 2003.  The Company regularly checks its inventory for any
expired  or  obsolete  pharmaceuticals.



5.   COMMON  STOCK  TRANSACTIONS
     ---------------------------

The  common stock transactions during the three months ended March 31, 2003 were
as  follows:

     -    On  February  7,  2003,  a  holder  of  the  Company's  8% convertible
          debentures  elected to convert an aggregate of $1,776 principal amount
          of  the  debentures and $324 of related interest into 3,000,000 shares
          of  the  Company's  common  stock  on  March  21,  2003.

     -    During the period ending March 31, 2003, the Company issued 57,746,665
          shares  of  its  common  stock  to various consultants in lieu of cash
          payments  for  services  rendered. The aggregate value of services was
          $103,944.

     -    The  Company  issued  140,000,000 shares of its common stock under the
          terms of the 2003 Legal and Consulting Services Plan. The common stock
          issued  had  an  approximate  market  value  of  $196,000.


                                     - 12 -
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


5.   COMMON  STOCK  TRANSACTIONS  (CONTINUED)
     ----------------------------------------

     -    The  Company  issued 250,000,000 shares of its common stock, which had
          an  approximate  market  value  of  $250,000,  in  connection with the
          acquisition  of  entreMetrix,  Inc.

     The  common stock transactions during the three months ended March 31, 2002
     were  as  follows:

     -    The  Company  converted  $124,994  in  convertible  notes payable into
          53,021,769  shares  of  its  common  stock. The Company also converted
          $11,385  in  convertible  note  interest  into 4,851,212 shares of its
          common  stock.

     -    The Company issued 850,000 shares of common stock, with a market value
          of  $24,625,  for  consulting  services  provided  to  the  Company.
          Additionally,  these  three officers converted their stock options for
          6,666,667  shares of common stock, and the Company recognized $389,216
          in  compensation  expense.

     -    The  Company  converted  stock  options  into 15,000,000 shares of its
          common  stock  in  a  cash-less  conversion.  The  Company  recorded
          consulting  expense  of  $45,000.


6.   RELATED PARTY TRANSACTIONS
     --------------------------

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

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

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 $201,954 for the three
months ended March 31, 2003 and 2002, respectively.  Sales to Profit represented
0%  and 4.4% of the Company's total revenue for the three months ended March 31,
2003  and  2002,  respectively.


                                     - 13 -
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


7.   ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES
     -----------------------------------------

Accounts  payable and accrued expenses at March 31, 2003, and December 31, 2002,
consisted  of  the  following:

<TABLE>
<CAPTION>
                                                          2003       2002
<S>                                                    <C>         <C>
       Accounts payable                                $  113,221  $ 31,633
       Accrued professional and related fees               75,055    70,055
       Accrued compensation and related payroll taxes     235,307   208,588
       Accrued interest payable                           394,599   377,040
       Other accrued expenses                             398,823    67,559

                 Total                                 $1,217,005  $754,875
</TABLE>



8.   CONVERTIBLE  NOTES  PAYABLE  AND  DEBENTURES
     --------------------------------------------

Convertible debentures consists of the following at March 31, 2003, and December
31,  2002:

<TABLE>
<CAPTION>
                                                                             2002        2001
                                                                          ----------  ----------
<S>                                                                       <C>         <C>
8%  convertible  subordinated  debentures,  due  in  October  2002,
convertible into shares of common stock at any time prior to maturity.
Interest  is  payable  quarterly,  and  principal  is due at maturity.    $ 390,000   $ 390,000

8% convertible subordinated debentures, due in January 2003, convertible
into  shares of common stock at any time prior to maturity.  Interest is
payable quarterly, and principal is due at maturity.                        310,000     310,000

8%  convertible  subordinated  debentures, due in May 2002, convertible
into shares of common stock at any time prior to maturity.  Interest is
payable quarterly, and principal is due at maturity.                        117,570     119,347

10%  convertible  subordinated  debentures,  due on demand, convertible
into shares of common stock at any time prior to maturity.  Interest is
payable semi-annually, and principal is due at maturity.                     71,000      71,000
                                                                          ----------  ----------

                                                                            888,570     890,347

Less:  Unamortized Discount                                                       -     (12,081)
                                                                          ----------  ----------

Total debt                                                                  888,570     878,266

Less: current portion                                                      (888,570)   (878,266)
                                                                          ----------  ----------

Convertible debentures, less current portion                              $       -   $       -
                                                                          ==========  ==========
</TABLE>


                                     - 14 -
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


9.   INCOME  TAXES
     -------------

The  significant  reason  for  the difference between the customary relationship
between  income  tax  expense and pre-tax accounting income for the three months
ended  March  31, 2003, was due to net operating loss carryforwards available to
offset  federal  and  state  income taxes.  For the three months ended March 31,
2003  and  2002,  the  Company  had  recorded  a valuation allowance against its
deferred  tax  assets,  thus  no  deferred  tax  benefit  was  recorded.



10.  COMMITMENTS  AND  CONTINGENCIES
     -------------------------------

Litigation
----------

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").  In  a  letter dated December 2002, DHS served notice to the Company of
DHS's  intent  to  withhold  payment  of claims submitted by the Company, and to
deactivate  the  Company's  Medi-Cal  provider  number, effective December 2002,
based  on alleged violations of the California Code of Regulations.  The Company
has  provided  documentary  evidence  to  contest  and  rebut DHS's allegations.

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
March  31,  2003.  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.


                                     - 15 -
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


10.  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)
     --------------------------------------------

Leases
------

Operating  leases

The  pharmacy  was  located  at  1429  South Robertson Blvd, Los Angeles, CA and
required  a monthly rental payment of $4,500.  The term of the lease was six (6)
years and was scheduled to expire in March 2004.  In December 2002, Classic Care
Pharmacy vacated the facility.  The Company obtained a lease severance effective
December  4,  2002.  All  of  the  equipment, office equipment and furniture was
placed  into  the  warehouse/office  leased  by  the  Company.

In June of 2002, the Company leased a 7,334-square-foot building located at 8135
Clybourne  Ave,  Sun Valley, CA  91352, to serve as their corporate headquarters
and storage facility.  The lease is for a period of two years, ending June 2004,
with  monthly  lease  payments  of  $3,420.00.  The  Company  subleases  on  a
month-to-month  basis  approximately  one  half of the facility to Digital Media
Group,  Inc,  a related company that is owned by the Company's CEO and Chairman,
Steve  Westlund.

entreMetrix  leased  offices  located  at  18662  MacArthur  Boulevard, Floor 2,
Irvine,  CA  under  a  non-cancelable  operating lease agreement that required a
monthly  rental  payment  of  $630.  This  lease  expired in December 2002.  The
company  continued  to  lease  on  a  month-to-month  basis  through March 2003.

entreMetrix  relocated  its offices to 18101 Von Karman Avenue, Irvine, CA.  The
offices  are  leased  under  a  non-cancelable  operating  lease  agreement that
requires  a  monthly  rental payment of $3,600.  This lease term runs from April
2003  through  March  2004.

In  January  2003,  the  Company entered into an operating lease agreement for a
pharmacy  in  Fillmore,  California.  The pharmacy facility is approximately 835
square  feet.  Payments  under  the  lease  will  be  $1,170 per month, and will
commence  on  January 26, 2003, and will continue through the initial lease term
of  five  years.  The  Company  has options to renew the lease for two five-year
periods  and  to purchase the facility at its estimated fair market value at any
time  during  the  lease  term.

Rent  expense  for  the  periods  ended  March 31, 2003 and 2002 was $27,079 and
$21,877,  respectively.


                                     - 16 -
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


10.  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)
     --------------------------------------------

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

Chief  Executive  Officer  Compensation

On April 1, 2000, Mr. Steve Westlund signed a three-year employment agreement.

Although  Mr.  Westlund's  employment  agreement states that his salary is to be
$8,333  per month, his actual pay was deferred during the quarter.  Mr. Westlund
is entitled to be paid the balance of his monthly compensation in either cash or
equity.

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.

The  Company  has  accrued amounts due under the above compensation agreement of
$222,540  as  of  March  31,  2003.


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
financial and management consulting services, and professional services rendered
in  connection  with the Company's acquisition efforts.  During the three months
ended  March  31,  2002,  the  Company  issued  stock  options  convertible into
30,000,000  shares  of  common  stock,  and  15,000,000 these stock options were
converted  into common stock during the three-month period ended March 31, 2002.



11.  EARNINGS  PER  SHARE
     --------------------

Earnings  per  share  have  been calculated using the weighted average number of
shares  outstanding  during  each  period.  Earnings per share-dilutive does not
include  the  effect  of  potentially  dilutive securities for the periods ended
March  31, 2003 and 2002 respectively.  The loss from operations for the periods
ended  March  31,  2003  and  2002,  make  these  securities  anti-dilutive.


                                     - 17 -
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


12.  DISCONTINUED  OPERATIONS
     ------------------------

In  December  2002, the Company decided to discontinue operations at its Classic
Care  subsidiary,  a  pharmacy,  and  conduct a voluntary dissolution of Classic
Care.  In May 2002, the Company transferred its long-term care services business
to  the  original  shareholders  of Classic Care.  The expected disposal date of
Classic Care is May 2003.  Classic Care's sales for the three months ended March
31,  2003  and 2002, were $8,266 and $4,544,659, respectively.  The Company does
not  anticipate  significant  operating  loss  during the phase-out period.  The
results  of  Classic  Care's  operations  have  been  reported  separately  as
discontinued operations in the Statements of Operations.  Prior period financial
statements for 2002 have been restated to present the operations of the division
as  a  discontinued  operation.

In  the  three  months ended March 31, 2003, the Company recognized a loss of $0
due  to  the  disposal  value  of  the  inventory.

The  net  assets (liabilities) of the discontinued operations have been recorded
at  their  estimated  net  realizable  value  under  the  caption  "Net  assets
(liabilities)  of discontinued operations" in the accompanying Balance Sheets at
March  31,  2003,  and  December  31,  2002,  and  consist  of  the  following:

<TABLE>
<CAPTION>
                                                       2003        2002
                                                    ----------  ----------
<S>                                                 <C>         <C>
        Inventories                                 $       -   $   3,000
        Property and equipment, net                         -       1,553
                                                    ----------  ----------
         Total assets                                       -       4,553
                                                    ----------  ----------

        Accounts payable                             (702,359)   (674,240)
        Accrued liabilities                           (13,766)    (13,766)
        Capital leases                                      -     (69,862)
                                                    ----------  ----------
        Total liabilities                            (716,125)   (757,868)
                                                    ----------  ----------
        Net liabilities of discontinued operations  $(716,125)  $(753,315)
                                                    ==========  ==========
</TABLE>



13.  PURCHASE  OF  ASSETS  OF  SESPE  PHARMACY
     -----------------------------------------

Effective  January 26, 2003, the Company concluded its agreement to purchase all
the  tangible and intangible assets of Sespe Pharmacy, a privately held company,
for a total cost of $181,068.  The Company had opened escrow in 2002, and made a
deposit  of  $40,000.  The  final  purchase price consisted of (i)) a short-term
promissory  note  in  the amount of $116,068 due 120 days after, and (ii) a cash
payment of $65,000.  Under the terms of the agreement, the Company purchased the
Sespe Pharmacy name, all inventory, office and pharmacy equipment, furniture and
fixtures.

The  acquisition  was  recorded  using  the  purchase  method  of  accounting.
Accordingly,  the purchase price has been allocated to the assets acquired based
on  the estimated fair values at the date of acquisition.  The operating results
of  this  acquisition  are  included  in  the  Company's Consolidated Results of
Operations  from  the  date  of  acquisition.


                                     - 18 -
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


13.  PURCHASE  OF  ASSETS  OF  SESPE  PHARMACY
     -----------------------------------------

The  following  table  presents  the allocation of the purchase price, including
related  acquisition  costs,  to  the  assets  and  liabilities  acquired:


                          Inventory                    $       81,068
                          Property and equipment              100,000
                                                       --------------
                             Total purchase price      $      181,068
                                                       ==============



14.  ACQUISITION  OF  ENTREMETRIX,  INC.
     -----------------------------------

In  March  2003, the Company through its subsidiary completed the acquisition of
all  the  outstanding  common shares of EntreMetrix, Inc., a Nevada corporation,
for  $2,750,000.  The agreed purchase price consists of (i) a 4% promissory note
in  the  amount  of  $2.5  million  due  four  years after closing, and (ii) the
issuance  of  250,000,000  shares  of the Company's common stock having a market
value  of  approximately  $250,000.

EntreMetrix  is  a Southern California-based company, and is a national provider
of  administrative  employer  and financial support services to small businesses
primarily  operating  in  the  medical,  life  sciences  and  high-technology
industries.  Additionally,  EntreMetrix  provides outsourced human resources and
financial  support  staff.  The  acquisition  will  be  accounted  for under the
purchase  method, whereby the purchase price will be allocated to the underlying
assets  and  liabilities  based  on  their estimated fair values.  The resulting
goodwill  from  this  transaction  is  currently  estimated  at $2,906,985.  The
goodwill  estimate  is preliminary, pending the results of an audit, and further
financial  analysis.  EntreMetrix  commenced  operations  in  July  2002.

The  following  table presents the allocation of the acquisition cost, including
professional  fees  and  other related acquisition costs, to the assets acquired
and  liabilities  assumed:

<TABLE>
<CAPTION>
<S>                                                   <C>
               Cash and cash equivalents              $   27,576
               Accounts receivable                           958
               Other current assets                      134,608
               Property and equipment                     51,323
               Goodwill                                2,906,985
               Other noncurrent assets                       645
                                                      ----------
                 Total assets                         $3,122,095

               Accounts payable and accrued expenses  $  262,620
               Notes payable                             109,475
                                                      ----------
                 Total liabilities                    $  372,095
                                                      ----------

                 Total acquisition costs              $2,750,000
                                                      ==========
</TABLE>


                                     - 19 -
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003



14.  ACQUISITION  OF  ENTREMETRIX,  INC.  (CONTINUED)
     ------------------------------------------------

The  allocation  of  the  purchase  price is based on preliminary data and could
change  when  final  valuation  information  is  obtained.

The following (unaudited) pro forma consolidated results of operations have been
prepared  as  if the acquisition of EntreMetrix, Inc. had occurred at January 1,
2002:

<TABLE>
<CAPTION>
                                                                 March 31, 2003    March 31, 2002
                                                                ----------------  ----------------
<S>                                                             <C>               <C>
     Sales                                                      $     1,792,682   $       698,883
     Net income (loss) from continuing operations               $      (629,640)  $      (206,641)
     Net income (loss)                                          $      (587,847)  $       387,539

     Net earnings (loss) per share from continuing operations   $        (0.001)  $        (0.001)
                                                                ================  ================
     Net total earnings (loss) per share                        $        (0.001)  $         0.001
                                                                ================  ================
</TABLE>

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



15.     COMPANY'S OPERATIONS ARE CLASSIFIED INTO TWO PRINCIPAL REPORTABLE
        -----------------------------------------------------------------
SEGMENTS: PROFESSIONAL EMPLOYMENT ORGANIZATION AND PHARMACY OPERATIONS
----------------------------------------------------------------------

The  Company  manages its operations through two business segments: professional
employment  organization  and  pharmacy  operations.

The  Company evaluates performance based on net operating profit.  The operating
segments  do  not  share staff or facilities.  Additionally, no materials and/or
services  are  provided  to  one  operating  segment by the other.  The costs of
operating  each  segment  are  captured  discretely  within  each  segment.  The
Company's  property  and  equipment,  inventory,  and  accounts  receivable  are
captured  and  reported  discretely  within  each  operating  segment.


                                     - 20 -
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


15.     COMPANY'S OPERATIONS ARE CLASSIFIED INTO TWO PRINCIPAL REPORTABLE
        -----------------------------------------------------------------
SEGMENTS: PROFESSIONAL EMPLOYMENT ORGANIZATION AND PHARMACY OPERATIONS
----------------------------------------------------------------------
(CONTINUED)
-----------

Summary  financial  information  for  the two reportable segments is as follows:

<TABLE>
<CAPTION>
                                                      2003               2002
                                                -----------------  ----------------
<S>                                             <C>                <C>
          Pharmacy Operations:
            Net sales                           $        250,263   $        696,248
            Operating gain (loss)                       (143,211)            51,138
            Property and equipment                        90,708                  -
            Accounts receivable                                -            212,896
            Inventory                                     43,567                  -

          Professional Employment Operations:
            Net sales                           $        233,146   $              -
            Operating gain (loss)                        (21,391)                 -
            Property and equipment                        45,013                  -
            Accounts receivable                            5,450                  -
            Inventory                                          -                  -
</TABLE>



16.     AMENDMENT  TO  CERTIFICATE  OF  INCORPORATION  TO  DECREASE  NUMBER  OF
        -----------------------------------------------------------------------
AUTHORIZED SHARES
-----------------

On  March  28, 2003, the Company obtained a written consent of a majority of its
shareholders  to  amend  the  Certificate  of  Incorporation  to  effect up to a
one-for-200 reverse split of common stock.  The exchange ratio is subject to the
approval of the Board of Directors.  The exchange ratio may range from one newly
issued common share for each two outstanding shares of common stock to one newly
issued  share  for  each two hundred shares of common stock.  The Amendment will
have  no  effect  on  the  par  value  of the common stock, which will remain at
$0.001.


                                     - 21 -
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


17.  2003  CONSULTING  AND  LEGAL  SERVICES  PLAN
     --------------------------------------------

In  March  2003,  the  Board of Directors approved the 2003 Consulting and Legal
Services  Plan.  The  purpose  of  the  2003  Consulting and Legal Services Plan
("Plan")  is  to  provide  the Company with a means of compensating selected key
consultants  and legal service providers to the Company and its subsidiaries for
their  services  rendered  with shares of Common Stock of the Company.  The Plan
will  be  administered  by  the Company's Board of Directors (the "Board").  The
Company's  Board  shall  (a) select those consultants legal service providers to
whom  shares  of  the  Company's  Common Stock shall be awarded or sold, and (b)
determine the number of shares to be awarded or sold; the time or times at which
shares  shall  be awarded or sold; whether the shares to be awarded or sold will
be  registered with the Securities and Exchange Commission; and such conditions,
rights  of repurchase, rights of first refusal or other transfer restrictions as
the Board may determine.  Each award or sale of shares under the Plan may or may
not  be  evidenced by a written agreement between the Company and the persons to
whom  shares  of  the  Company's Common Stock are awarded or sold.  From time to
time, the Board may make such changes in or additions to the Plan as it may deem
proper and in the best interests of the Company and its Stockholders.  The Board
may  also  suspend or terminate the Plan at any time, without notice, and in its
sole  discretion.

For  purposes of the Plan, the Board of Directors is authorized to sell or award
up  to  140,000,000  shares and/or options of the Company's Common Stock, $0.001
par  value  per  share  ("Common  Stock").

All key consultants and qualified legal service providers to the Company and any
of  its  subsidiaries  are  eligible  to  participate  in  the  Plan.

The  Board  approved  the  issuance of 140,000,000 shares to various consultants
under  the  terms  of  the  Plan.



18.  SUBSEQUENT  EVENTS
     ------------------

In  March 2003, EntreMetrix entered into an operating lease agreement for office
space  in  Irvine,  California.  The  space  is approximately 1,500 square feet.
Payments under the lease will be $3,600 per month, and will commence on April 1,
2003,  and  will  continue  through  the  initial  lease  term  of  one  year.


                                     - 22 -
<PAGE>
ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


Plan of Operation

Our plan of operation is to: (1) expand the scope and range of existing
programs, and (2) accelerate our growth through the acquisition of select
strategic competitors that increase our existing revenues, expand the market
share of our programs, and open new channels of revenue and opportunity.

Short Terms Goals


     -    Complete  the  re-capitalization  of  Kaire.
     -    Achieve  full  integration  of  recent  acquisitions
     -    Continue  marketing  efforts  to  build  revenue.
     -    Redeem  the  outstanding  convertible  debentures.
     -    Develop  next  generation  of  support  and  benefit  programs.

Long Term Goals

     -    Introduce  next  generation  programs  and  services.
     -    Establish  internet  based  national  program  support and information
          network
     -    Integrate  next  generation  support  and  benefit  programs.

Our work force is expected to stay flat or increase at a rate equal to actual
increases of our business operations.

In our opinion sufficient working capital will be available from internal
operations and from outside sources during the next twelve months thereby
enabling us to meet our 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 Months Ended March 31, 2003 Compared to March 31, 2002
     ------------------------------------------------------------

For the three months ended March 31, 2003 and 2002, revenues were approximately
$483,409 and $698,883 respectively, for a decrease of $215,474. The decrease
consists of a $448,338 decrease in pharmacy related sales due to the shutting
down of Classic Care Pharmacy offset by $232, 864 of two weeks in sales from
Entremetrix.

Cost of goods sold for the three month period ending March 31, 2003 was $465,046
compared to $562,263 for the same period prior year for a decrease of $97,217.
The decrease consists of a decrease in pharmacy costs of $315,849 due to the
closing of classic Care Pharmacy offset by Entremetrix client costs $218,629.

Gross profit for products and services was $18,363 for the three months ended
March 31, 2003, a decrease of $118,257 over the prior period.  The decrease was
mainly attributable to the closing of Classic Care Pharmacy.
The gross profit percentage rate for the three month period ended March 31, 2003
was 3.8% compared to 19.5% for the


                                      - 4 -
<PAGE>
same period prior year.  The percentagedecrease was mainly attributable to the
Pharmaceutical business being behind in billing MediCal for the month of March

SG&A expense for the three month period ended March 31, 2003 was $560,513 for an
increase of $336,927 from the same period prior year.  The increase is mainly
attributable to expenses related to the acquisitions of Sespe pharmacy and
Entremetrix.

Interest expense the three month period ended March 31, 2003 was $33,252
compared to $51,247 for the comparable three month period prior year.  The
decrease is due to a reduction of the convertible debt.

No provision was made for Federal income tax since the Company has incurred
significant net operating losses from inception. Through March 31, 2003, the
Company incurred a net operating loss for tax purposes of approximately
$558,237. 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 March 31, 2003 the Company had assets of $3,484,791 compared to $285,182 on
December 31, 2002, an increase of $3,199,609.  The increase mainly consists of
$2,906,985 of goodwill due to the Entremetrix acquisition, and increases in PP&E
of $132,415 and prepaid expenses of $114,036 due to the acquisitions of Sespe
Pharmacy and Entremetrix.   The Company had a total stockholders' equity of
$(2,129,678) on March 31, 2003 compared to equity of $(2,138,445) on December
31, 2002, an increase of $8,767.

As of March 31, 2003 the Company's working capital position decreased $3,030,634
from a negative $2,165,750 at December 31, 2002 to a negative $5,196,384 at
March 31, 2003.  The decrease is primarily a result of a $2,500,000 promissory
note due to the acquisition of EntreMetrix.

Net  cash used by operating activities for the three months ended March 31, 2003
amounted  to  $23,588 which mainly consists of the quarterly net loss $(543,276)
offset  by  common  stock  issued for professional service of $299,944, accounts
receivables  of  $64,248  and  accounts  payables  of  $178,339.

Net cash used by investing activities for the three months ending March 31, 2003
amounted  to  $25,576 which was cash acquired in the acquisition of Entremetrix.


                                      - 5 -
<PAGE>
Financing  activities  for  the three months ending March 31, 2003 generated net
cash  of  $43,487,  consisting  of  proceeds  from  issuing  notes  and  a loan.

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 $5,196,384
for the three months ended March 31, 2003.  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.


ITEM  3.  CONTROLS  AND  PROCEEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
------------------------------------------------

Within the 90 days prior to March 31, 2003, the Company carried out an
evaluation of the effectiveness of the design and operation of its disclosure
controls and procedures pursuant to Exchange Act Rule 13a-14.  This evaluation
was done under the supervision and with the participation of the Company's
President and Chief Financial Officer. Based upon that evaluation, they
concluded that the Company's disclosure controls and procedures are effective in
gathering, analyzing and disclosing information needed to satisfy the Company's
disclosure obligations under the Exchange Act.

CHANGES IN INTERNAL CONTROLS
----------------------------

There  were  no significant changes in the Company's internal controls or in its
factors  that  could  significantly  affect those controls since the most recent
evaluation  of  such  controls.


                                      - 6 -
<PAGE>
PART II.  OTHER INFORMATION
---------------------------

ITEM 1.  LEGAL  PROCEEDINGS

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

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

Department of Health Services - Medi-Cal Action Against Classic Care Pharmacy
-----------------------------------------------------------------------------

On April 17, 2002 the Department of Health Services ("DHS") notified the
management of Classic Care Pharmacy that the Medi-Cal Program intended to
withhold 100% of payments and temporarily suspend and deactivate the Classic
Care Pharmacy Medi-Cal provider number.

The Department of Health Services ("DHS") took this action after having reviewed
the prescriptions on record at Classic Care Pharmacy. The DHS stated that they
had reviewed thirty-two prescriptions, and that two of the ten prescribing
physicians had denied treating the patients and writing the prescriptions. The
DHS cited Classic Care Pharmacy for violations of CCR, Title 22, Sec.51476.1,
(a) and 51476.1(a)(2), which states that written prescriptions must contain the
name of the prescribing physician and their provider number. Based on its
findings the DHS and the Medical Program concluded that Classic Care Pharmacy
might have intentionally committed fraud.

Classic Care management retained outside counsel shortly after receiving the DHS
notice to review the Department of Health Services findings. After reviewing the
supporting DHS material, outside counsel informed Classic Care management that
it believed the facts presented by the DHS were inaccurate and that its position
was unfounded. Classic Care management and its principle shareholders obtained
written affidavits from most of the physicians whose prescriptions had been
reviewed by the DHS confirming that they had treated the patients and did
prescribe the medications.

On April 29, 2002, outside counsel contacted the DHS to discuss its findings and
present the documentation supporting their position. DHS informed outside
counsel that they would have to follow the standard appeal process, which
normally requires two or more months to complete. Classic Care Pharmacy
instructed outside counsel to seek an ex parte temporary restraining order
against the DHS for their failure to show cause regarding their actions. On May
8, 2002, in the Superior Court for the state of California, the Court granted
Classic Care's ex parte request issuing a preliminary injunction against the DHS
and reinstated Classic Care Pharmacy's medical provider number. The Court set
May 24, 2002 as the date for the DHS to show cause. On May 24, 2002, the DHS was
still not prepared to show cause. The court granted a 30-day extension.

The Classic Care, Inc and Classic Care Pharmacy administrative appeal failed.
Once the appeal took place the Superior court could no longer uphold our lack
for due process claim and the DHS canceled Classic Care Pharmacy's medical
provider number.  The justice department has not taken any further action
against Classic Care Pharmacy.

Except as otherwise specifically indicated above, we believe that we do not have
any material liability for any lawsuits, settlements, judgments, or fees of
defense counsel which have not been paid or accrued as of December 31, 2002.

ITEM 2.     CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

During  the  Quarter  ending March 31, 2003, 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:

On February 7, 2003, a holder of the Company's 8% convertible debentures elected
to convert an aggregate of $1,776 principal amount of the debentures and $324 of
related  interest  into  3,000,000 shares of the Company's common stock on March
21,  2003.


                                      - 7 -
<PAGE>
ITEM 3.     DEFAULTS  UPON  SENIOR  SECURITIES

None


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

The following actions were taken pursuant to the written consent of a majority
of our shareholders, dated March 28, 2003, in lieu of a special meeting of the
shareholders. The effective dated is pending until we clear all comments
received from the SEC pursuant to their review of the informational proxy.

     1.   amendment of our certificate of incorporation to provide for a stock
          combination (reverse split) of the Common Stock in an exchange ratio
          to be approved by the Board, ranging from one newly issued share for
          each two outstanding shares of Common Stock to one newly issued share
          for each two hundred outstanding shares of Common Stock.

     2.   the ratification of the appointment of Pohl, McNabola & Berg, LLP as
          our independent accountants for the current fiscal year.


ITEM 5.     OTHER  INFORMATION

None


ITEM 6      EXHIBITS  AND  REPORTS  ON  FORM  8-K:


a)   Exhibits

     1.   99.1:  Certification  Pursuant  to  18 U.S.C. Section 1350, as adopted
          pursuant  to  Section  906  of  the  Sarbanes- Oxley Act of 2002 - CEO
     2.   99.2:  Certification  Pursuant  to  18 U.S.C. Section 1350, as adopted
          pursuant  to  Section  906  of  the  Sarbanes- Oxley Act of 2002 - CFO


(b)  Reports on Form 8-K:

     January 30, 2003    Item 2: Acquisition of Sespe Pharmacy by Kaire's
                         subsidiary Effective Health on January 23, 2003.

                         Item 5. Change of address of Corporate office to 8135
                         Clyborn Avenue, Sun Valley, California 91352.

     March 20, 2003      Item 2: Acquisition of Entremetrix by Kaire's
                         subsidiary YesRx.com on March 14, 2003.


                                      - 8 -
<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):

     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:  May 20, 2003

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


                                      - 9 -
<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):

     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:  May 20, 2003
                           /s/  Steven Westlund
                           ------------------------------
                                Steven Westlund
                           Chief Financial Officer


                                     - 10 -
<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:  May 20, 2003       By:  /s/Steven  R. Westlund
                               ----------------------
                                  Steven  Westlund
                                  Chief  Executive  Officer,  Chairman


                                     - 11 -
<PAGE>