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 September 30, 2001
                                               ------------------

                                       OR

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

        For the transition period from _______________ to _______________

                         Commission file number 0-21384
                                                -------

                           KAIRE HOLDINGS INCORPORATED
                           ---------------------------
             (Exact name of registrant as specified in its charter)

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

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

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

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

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

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

     Class  of Common Stock                 Outstanding at September 30, 2001
     ----------------------                 ---------------------------------
     $.001  par  value                              198,982,970  shares


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


<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, 2000 and September 30, 2001 (unaudited)

          Condensed Consolidated Statements of Operations
               for the three and nine months ended September 30, 2000
               (unaudited) and 2001 (unaudited)

          Condensed  Consolidated  Statements  of  Cash  Flows
               for the nine months ended September 30, 2000 (unaudited) and 2001
               (unaudited)

          Notes  to  Condensed  Consolidated  Financial  Statements


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


PART  II.  -  OTHER  INFORMATION

Item  1.  Legal  Proceedings


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


     Item  6.  Exhibits  and  Reports  on  Form  8-K


SIGNATURES


                                        2
<PAGE>
                          PART I. FINANCIAL INFORMATION
                          -----------------------------


ITEM  I.     FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
               SEPTEMBER 30, 2001 AND DECEMBER 31, 2000 (AUDITED)



ASSETS                                        9/30/2001   12/31/2000
------                                       -----------  -----------
<S>                                          <C>          <C>
Current Assets
  Cash and Cash equivalents                  $    90,286  $   311,716
  Accounts receivable, net of allowance for
    doubtful accounts of $144,368              1,685,527    1,046,682
  Inventory                                      546,264      385,219
  Deposits                                         4,750        4,750
  Other Current Assets                           228,379       14,179
                                             -----------  -----------
      Total current assets                     2,555,206    1,762,546

Noncurrent Assets
  Debt issuance costs                             76,541       76,541
  Property and Equipment
    Net of Accumulated Depreciation              271,826      278,147
  Note Receivable - Related Party                559,310      280,500
  Investments                                     35,028       30,028
  Other Non-Current Assets                         5,000
  Goodwill, net                                8,846,832    9,202,267
                                             -----------  -----------
                                               9,789,537    9,872,483

      Total assets                           $12,344,743  $11,635,029
                                             ===========  ===========
</TABLE>

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


                                   (Continued)


                                        3
<PAGE>
<TABLE>
<CAPTION>
                         KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES
                                  CONSOLIDATED BALANCE SHEET
                      SEPTEMBER 30, 2001 AND DECEMBER 31, 2000 (AUDITED)



LIABILITIES & STOCKHOLDER'S EQUITY                                 9/30/2001     12/31/2000
----------------------------------                               -------------  -------------
<S>                                                              <C>            <C>
Current Liabilities
  Accounts Payable and Accrued Expenses                          $  2,551,601   $  1,960,029
  Income Tax Payable                                                      800          4,000
  Due to Stason Biotech                                                              175,000
  Sales Tax Payable                                                     5,728          5,727
  Note Payable - Acquisition                                          774,881      1,301,000
  Capital Leases-Short Term                                            30,734         73,262
                                                                 -------------  -------------
    Total Current Liabilities                                       3,363,744      3,519,018

Convertible Notes Payable and Debentures                            1,535,496        821,000
Capital Leases-Long Term                                              166,374        123,847
                                                                 -------------  -------------
      Total Liabilities                                             5,065,614      4,463,865
                                                                 -------------  -------------

Stockholders'  Equity
  Common Stock, $0.001 par value                                      234,028        117,765
    400,000,000 shares authorized; 126,765,036 and 117,765,033
    shares issued & outstanding, respectively
  Common Stock, Subscriptions Receivable                                             (20,000)
  Additional Paid-In Capital                                       42,223,109     40,671,855
  Current Earnings (Loss)                                          (1,579,438)             -
  Accumulated Deficit                                             (33,598,570)   (33,598,456)
                                                                 -------------  -------------
      Total Stockholders' Equity                                    7,279,129      7,171,164
                                                                 -------------  -------------

        Total Liabilities and Stockholders' Equity               $ 12,344,743   $ 11,635,029
                                                                 =============  =============
</TABLE>

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


                                        4
<PAGE>
<TABLE>
<CAPTION>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)

                                          Three Months Ended             Nine Months Ended
                                          September 30, 2001             September 30, 2001
                                        ---------------------------  ---------------------------
                                            2001           2000          2001           2000
                                        -------------  ------------  -------------  ------------
<S>                                     <C>            <C>           <C>            <C>
REVENUES
  Products & Services                   $  3,926,963   $ 2,017,966   $ 11,391,327   $ 2,806,810
                                        -------------  ------------  -------------  ------------

    Total Revenues                         3,926,963     2,017,966     11,391,327     2,806,810

COST OF GOODS SOLD                         3,875,869     1,341,252      9,495,792     1,837,236
                                        -------------  ------------  -------------  ------------

GROSS PROFIT                                  51,094       676,714      1,895,535       969,574
                                        -------------  ------------  -------------  ------------

OPERATING EXPENSES
  Depreciation and Amortization              121,543             0        365,912
  Selling, general and administrative        831,480       646,570      2,509,578     1,234,513
                                        -------------  ------------  -------------  ------------
    Total Operating Expenses                 953,023       646,570      2,875,490     1,234,513
                                        -------------  ------------  -------------  ------------

PROFIT FROM OPERATIONS (LOSS)               (901,929)       30,144       (979,955)     (264,939)
                                        -------------  ------------  -------------  ------------

OTHER INCOME (EXPENSES)
  Interest expense                                          (1,551)       (31,533)      (16,095)
  Other Expenses                            (311,210)      (75,000)      (571,210)     (310,000)
  Other Income                                              75,000          4,460        80,828
                                        -------------  ------------  -------------
    Total Other Income (Expenses)           (311,210)       (1,551)      (598,283)     (245,267)
                                        -------------  ------------  -------------  ------------

      LOSS BEFORE PROVISION FOR STATE     (1,213,139)       28,593     (1,578,238)     (510,206)
                                        -------------  ------------  -------------  ------------

PROVISION FOR STATE INCOME TAXES                 400           400          1,200         1,200

NET INCOME (LOSS)                         (1,213,539)       28,193     (1,579,438)     (511,406)
                                        -------------  ------------  -------------  ------------

      Basic Loss per Share                     (0.01)         0.00          (0.01)        (0.01)
                                        =============  ============  =============  ============

      Diluted Loss per Share                   (0.01)         0.00          (0.01)        (0.01)
                                        =============  ============  =============  ============

Weighted Average Shares Outstanding      190,284,517    91,363,388    137,260,160    91,958,815
                                        =============  ============  =============  ============
</TABLE>

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


                                        5
<PAGE>
<TABLE>
<CAPTION>
                   KAIRE HOLDINGS INCORPORATED AND SUBSIDARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 2001


                                                      UNAUDITED     UNAUDITED
                                                         2001          2000
                                                     ------------  ------------
<S>                                                  <C>           <C>
Net Loss                                              (1,579,438)     (511,406)

Net cash used in operating activties
  Amortization and Depreciation                          361,757        66,089
  Deposits                                                              (5,000)
  Common Stock Issued for professional Services                         94,500
  Common Stock Issued for Interest on Notes                             14,543
  Common Stock for Conversion of Notes Payable                          26,546
  Common Stock Issued for other Compensation                           315,000
  Charge related to beneficial conversion feature
      of Convertible Notes Payable/Debentures                           10,000
  Non-Cash Other Expenses/Income                                       (82,025)
  Increase in Accounts Receivable                       (638,845)   (1,043,541)
  Increase in Prepaid Expenses and Other Assets         (214,200)      (65,337)
  Increase in Inventories                               (161,045)     (290,080)
  Increase in Accounts Payable and Accrued Expenses    1,165,221     1,026,456
                                                     ------------  ------------
      Net cash used in investing activities              512,888        67,151

Cash flows from INVESTING ACTIVITIES
  Purchase of furniture, equipment and leases             42,527      (252,580)
  Purchase of Goodwill                                                (690,794)
  Investment in affiliates                                             (30,000)
                                                     ------------
      Net cash used in investing activities               42,527      (973,374)

Cash flows from FINANCING ACTIVITIES
  Other Investments
  Due to Stason BioTech
  Note Receivable - related party                       (278,810)
  Payments to Classic Care Shareholders                               (255,000)
  Proceeds from issuance of common stock                  90,000     1,649,599
  Proceeds from issuance of convertible notes            991,403
                                                     ------------  ------------
      Net cash provided by financing activities          802,593     1,394,599

Net decrease in cash and cash equivalents               (221,430)      (23,030)

Cash and cash equivalents, beginning of period           311,716       130,668
                                                     ------------  ------------

Cash and cash equivalents, end of period             $    90,286   $   107,638
                                                     ============  ============
</TABLE>

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



                                        6
<PAGE>
                  KAIRE HOLDINGS INCORPORATED and SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                               September 30, 2001

1.  Organization and Line of Business
-------------------------------------

     Since its formation in Delaware in 1986, Kaire was continuously been
involved in the health care market segment as a provider of unique quantitative
laboratory products and services to researchers in 1999, and specialized
pharmacy care to defined disease communities.

     Kaire's primary business is providing specialized pharmacy care to patients
living in board and care facilities through its Classic Care Pharmacy, and also
to HIV patients through its YesRx Health Advocate Program.

YesRx.com,  Inc:

     Kaire formed YesRx in November 1999 as an Internet based e-commerce
pharmacy and drug store that provided a full range of traditional pharmacy and
drug store services supported by extensive health related information and
content. Initially, YesRx focused on providing specialized pharmacy care to
select chronic patients within the senior health care market segmentIn January
2001, Kaire modified YesRx products and services mix eliminating unprofitable
e-commerce operations to focus on providing specialized pharmacy care to HIV
patients through its new Health Advocate program.

Stason Biotech, Inc:

     In May of 2000, Kaire entered into a Letter of Intent with Stason USA, Inc,
which outlined a plan to merge Kaire's EZ-Trac Microspheres and Investigator
Partner Service laboratory business with a similar business operated by Stason
into a new entity.

     In January 2001, Kaire finalized this agreement and transferred the assets
of EZ TRAC, Inc. to a new corporation, Stason Biotech, Inc., in exchange for 40%
of the outstanding common stock of the new corporation. This transaction
reflects management's strategic plan to move the Company from unprofitable
operations and to focus on providing specialized pharmacy care to selected
disease communities.

     Stason Biotech initially will be engaged in the research and development of
compounds and testing measures for the treatment of pathogenic viral infections
and other medical applications related to solid form prescription drug formation
as well as providing contract research and development services to manufacturers
of pharmaceutical drugs.

       Classic Care:


                                        7
<PAGE>
     In May of 2000, Kaire acquired Los Angeles-based Classic Care pharmacy,
which provides specialized pharmacy care services to bed and board facilities
throughout Los Angeles and Orange Counties in California.


       YesRx Health Advocate Program:

     In November 2000, Kaire introduced the YesRx Health Advocate Program; which
targets the unique pharmacy needs of specific chronic care communities.  The
Health Advocate Program at YesRx is a direct response to the increasingly
critical need of HIV patients to achieve full compliance with their medication
regimens.  This unique specialized pharmacy care program provides the tools, the
knowledge, and support systems that enable HIV patients to manage a complicated
drug regime simply and effectively.
     The goal of the Health Advocate Program is 100% medication compliance for
all its member patients.  It achieves this goal by providing member patients
with the tools to manage complex drug regimens, the knowledge to better
understand their condition and the drugs that treat it, and the dedication and
support of their personal health advocate.
     The Health Advocate program is based at Classic Care Pharmacy in Los
Angeles. From that location the program serves HIV patients in Los Angeles and
Orange counties in Southern California.

NetFame:

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

Principles of Consolidation:

       The consolidated financial statements include the accounts of Kaire and
its wholly owned subsidiaries (collectively the "Company").  The Company's
subsidiaries include See/Shell Biotechnology, Inc., Venus Management, Inc.,
Effective Health, Inc, and Classic Care Pharmacy, Inc.  Only Classic Care
Pharmacy, Inc, has current operations; the remaining subsidiaries are recorded
as dormant. Intercompany accounts and transactions have been eliminated upon
consolidation.

          The Company carries no direct product liability insurance, relying
instead on the coverage afforded by its distributors and the manufacturers from
whom it obtains products.  These coverages directly protect the insured that pay
the premiums and only secondarily the Company.  There is no assurance that such
coverages will adequately cover any claims that may be brought against the
Company.  In addition, the Company does not have any general liability coverage.

2.    Summary of Significant Accounting Policies
------------------------------------------------

     Basis of Presentation
     ---------------------
     The financial statements and disclosures included herein for the three
and nine months ended September 30, 2001 and 2000 are unaudited.  These
financial statements and disclosures have been prepared by the Company in
accordance with generally accepted accounting principles for interim financial
information. Accordingly, they 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 adjustments of a normal and recurring nature) considered necessary for a fair


                                        8
<PAGE>
presentation have been included. Operating results for the three month and nine
periods ended September  30, 2001 and 2000 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2001.

     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.

     Fair Value of Financial Instruments
     -----------------------------------
     The Company measures its financial assets and liabilities in accordance
with generally accepted accounting principles. 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.

     Stock  Split
     ------------
     On or about February 19, 1998, the Company had a 1-for-75 reverse stock
split of its common stock. All share and per share data have been retroactively
restated to reflect this stock split.

     Stock Options
     -------------
     SFAS No. 123, "Accounting for Stock-Based Compensation," establishes and
encourages the use of the fair value based method of accounting for stock-based
compensation arrangements under which compensation cost is determined using the
fair value of stock-based compensation determined as of the date of grant and is
recognized over the periods in which the related services are rendered. The
statement also permits companies to elect to continue using the current implicit
value accounting method specified in Accounting Principles Bulletin ("APB")
Opinion No. 25, "Accounting for Stock Issued to Employees," to account for
stock-based compensation. The Company has elected to use the implicit value
based method and has disclosed the pro forma effect of using the fair value
based method to account for its stock-based compensation.

     Income taxes are provided for the tax effects of transactions reported in
the financial statements and consist of state income taxes currently due.  No
federal income taxes are due as a result of the Company's net operating loss
carryforwards.

     Net Loss Per Share
     ------------------
     In 1997, the Financial Accounting Standard Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share."  SFAS
No. 128 replaced the previously reported primary and fully diluted earnings per
share with basic and diluted earnings per share.  Unlike primary earnings per
share, basic earnings per share excludes any dilutive effects of options,
warrants, and convertible securities. Diluted earnings per share is very similar
to the previously reported fully diluted earnings per share.  Basic earnings per
share is computed using the weighted-average number of common shares outstanding
during the period.  Common equivalent shares are excluded from the computation
if their effect is anti-dilutive.

3.   Convertible  Debentures
----------------------------


                                        9
<PAGE>
     In January 2001, Kaire issued three convertible notes for $500,000, with
simple interest accruing at the annual rate of 8%.  Interest payable on the
Notes shall accrue at the annual rate of 8% and be payable quarterly commencing
April 1, 2001.  The Holder shall have the right to convert the principal amount
and interest due under the notes into Shares of the Kaire's common stock.  Kaire
also issued common stock purchase warrants with the right to purchase 1 million
shares of Common Stock of Kaire Holdings Incorporated.

     We anticipate that the $500,000 convertible debentures will be converted
into shares in accordance with the terms of these debentures.

     In May 2001, Kaire issued a convertible note for $400,000, with simple
interest accruing at the annual rate of 8%.  Interest payable on the Notes shall
accrue at the annual rate of 8% and be payable quarterly commencing September
30, 2001.  The Holder shall have the right to convert the principal amount and
interest due under the notes into common shares of Kaire.  Kaire also issued
common stock purchase warrants with the right to purchase 1,500,000 shares of
our commons stock

     In August 17, 2001, Kaire issued a convertible note for $300,000, with
simple interest accruing at the annual rate of 8%.  Interest payable on the
Notes shall accrue at the annual rate of 8% and be payable quarterly commencing
September 30, 2001.  The Holder shall have the right to convert the principal
amount and interest due under the notes into common shares of Kaire.  Kaire also
issued common stock purchase warrants with the right to purchase 1,500,000
shares of our commons stock

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


     Kaire formed YesRx.com in November 1999 as an Internet based e-commerce
pharmacy and drug store that provided a full range of traditional pharmacy and
drug store services supported by extensive health related information and
content. Initially, YesRx.com focused on providing specialized pharmacy care to
select chronic patients within the senior health care market segment and
traditional pharmacy services to the general public through its e-commerce
Internet store. In January of this year, Kaire refocused YesRx.com eliminating
the unprofitable e-commerce Internet store operation to serve as an
organizational platform for the Health Advocate Program. Initially, YesRx will
focus on the HIV community. The site will serve as the center for marketing, HIV
health information and education and recruitment. Kaire reopened the new site in
October of this year.

     The Health Advocate Program exceeded its revenue projections for the third
quarter of this year. Additionally, the Health Advocate Program has been
selected by the Los Angeles County Department of Health and Services as a
primary provider of specialized pharmacy care for the DAART study. That study is
being conducted in conjunction with the Centers for Disease Control.

Short Term Goals
----------------

For the immediate future, Kaire will continue to implement its current market
strategies for the Health Advocate Program in the southern California region.

Long Term Goals
---------------

     During 2002, Kaire intends to look into the possibility for a national
rollout of the program that involves recruiting new Health Advocates in several
larger metropolitan markets. Kaire believes there will be an increasing critical
need for its Health Advocate Program as HIV continues to infect millions of
people in the United States and around the world.


                                       10
<PAGE>
     Classic Care has also exceeded revenue projections for the third quarter of
this year in doubling its sales over the same period last year. Kaire will
continue to implement its current market strategies for Classic Care while
seeking ongoing operating efficiencies and economies.

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

RESULTS OF OPERATIONS

Three and Nine Months Ended September 30, 2000 Compared to September 30, 2001
-----------------------------------------------------------------------------

     For the three and nine months ended September 30, 2001, revenues were
approximately $3,926,963 and $11,391,327 respectively, for an increase of
$1,908,997 and $8,584,517 respectively from the same periods in 2000. The
increase was due to the increased sales of Classic Care Pharmacy and the Health
Advocacy program.   Note that the September 30, 2000 period includes just four
months of revenue from Classic Care Pharmacy operations.

     Gross profit for products and services was $ 51,094 and $1,895,535 for
three and nine months ended September 30, 2001, an increase (decrease) of
$(625,620) and $925,961 over the same periods prior year.  The decrease in gross
profit for the three month period ending September 30, 2001 was due to an
inventory adjustment to cost of goods sold for $508,736 plus an additional
$100,000 in inventory charges from prior quarters.  The increase in the nine
month gross margin is due to the increase in revenue.

     SG&A expense increased to $831,480 from $646,570 for the three months
period ended September 30, 2001 versus September 30, 2000 and increased to
$2,509,578 from $1,234,513 for the nine months period ended September 30, 2001
versus September 30, 2000.  The increase in SG&A was due to the following 1) the
acquisition of Classic Care accounted for $584,916 of the increase in the three
month period ending September 30, 2001 and $742,158 of the increase in the nine
month period ended September 30, 2001 and 2) increases in the three and nine
month periods ended September 30, 2001 expenditures for Kaire Holdings' base
businesses is related to consultants fees and financing costs.

     Interest expense for operations for the three and nine month period ended
September 30, 2001 was $0 compared to $1,551 for the comparable three month
period prior year and $31,533 compared to $16,095 for the comparable nine month
period prior year.  The increase resulted from the issuance of new convertible
debt.

     No provision was made for Federal income tax since the Company has incurred
significant net operating losses from inception. Through September 30, 2001, the
Company incurred net operating losses for tax purposes of approximately
$1,579,438. 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
     -------------------------------


                                       11
<PAGE>
     The Company's revenues have been insufficient to cover acquisition costs,
cost of revenues and operating expenses. Therefore, the Company has been
dependent on private placements of common stock securities, bank debt, loans
from private investors and the exercise of common stock warrants in order to
sustain operations. In addition, there can be no assurances that private or
other capital will continue to be available, or that revenues will increase to
meet the Company's cash needs, or that a sufficient amount of the Company's
common stock or other securities can or will be sold or that any common stock
purchase options/warrants will be exercised to fund the operating needs of the
Company.

     On September 30, 2001 the Company had assets of $12,344,743 compared to
$11,635,029 on December 31, 2000.  The Company had a total stockholders' equity
of $7,280,329 on September 30, 2001 compared to stockholders equity of
$7,171,164 on December 31, 2000, an increase of $109,165.

As of September 30, 2001 the Company's working capital position increased
$947,934 from a negative $1,756,472 at December 31, 2000 to a negative $808,538,
primarily as a result of increases in accounts receivable of $638,845, inventory
of $161,045, prepaid consulting of $218,000, accounts payable of $591,572 plus a
decrease in notes payable -acquisition of $526,119.

Classic Care Pharmacy Spinoff

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

     Kaire intends to dividend to Kaire shareholders approximately 49% of its
position in CC. Kaire Holdings.

     If Kaire is unsuccessful in obtaining the required shareholder approval for
the spin-off, Kaire will return 85% ownership of Classic Care (the "foreclosure
Shares") back to the CC Owners as an accord and satisfaction of the debt owed by
Kaire to the CC Owners.  In addition, the CC Owners shareholders will cancel any
amounts due them by Kaire.  The shareholder approval date shall be no later than
February 9, 2002.


GOING CONCERN

     The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. However, the Company has experienced net losses of
$1,579,438 and $2,413,175 for the period ended September 30, 2001 and the year
ended December 31, 2000, respectively.  The Company also had a net working
deficit of $808,538 and $1,756,472 for the period ended September 30, 2001 and
the year ended December 31, 2000, respectively.  Additionally, the Company must
raise additional capital to meet its funding commitments for the acquisition of
Classic Care, Inc.  These factors raise 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.


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

ITEM  1.   LEGAL  PROCEEDINGS

EQUIPMENT  LEASE  LITIGATION

     In February 1992, Medical Funding of America ("MFA") leased to Tri-County a
Siemens Mobile Magneton Impact MRI System with a Van. On or about June 24, 1992,
Siemens and MFA entered into a loan and security agreement in the amount of
$2,019,496, which was paid directly to Siemens Medical Systems, Inc. On or about
March 1, 1995, Siemens, MFA, Tri-County, and Venus Management (an Interactive
Medical Technologies (Kaire Holdings) subsidiary ("Kaire") entered into a
transfer of interest agreement whereby Kaire gave its corporate guaranty of all
of Venus' obligations under this agreement. Venus and MFA defaulted on the loan,
and on April 2, 1997, Siemens Credit Corporation filed a civil action for the
accelerated amount due plus costs. This action is still pending. On or about
October 9, 1997, a Transfer of Interest Agreement was drawn up between Venus
Management, Siemens Credit Corporation, and Medical Management, Inc. ("CMI,"
NYSE symbol CMI) whereby CMI would take over the lease. CMI took possession of
the MRI. All parties executed the agreement, except Siemens, who continued to
negotiate with CMI in an attempt to get CMI to pay all of the arrearages owed
Siemens. At present CMI and Siemens are still negotiating over the terms of the
agreement. It is the opinion of the Company's management that its obligations
under this agreement have been assigned and that Siemens will not pursue this
matter any further.

The Company's magnetic resonance imaging ("MRI") system (the "Unit") currently
is installed in a mobile van at an operating site in Jefferson Valley, New York
and has been in use since September 1992. It is leased to Tri-County Mobile MRI,
L.P. ("Tri-County"), whose general partner is Diagnostics Resource Funding.

This lease provides for monthly payments of $37,926 to Venus Management, Inc.
("VMI") through August 1999 and $68,589 in September 1999 (with such payments
being guaranteed by Medical Funding of America, Inc. ("MFA")), and VMI is
required to make monthly installment payments (which include interest at 10.5%
per annum on the unpaid principal balance) for the Unit to a third party finance
company of $32,360 through August 1999 and $68,589 in September 1999. This lease
provides for a purchase option at the expiration of the initial term of such
lease equal to the then fair market value of the Unit.

Tri-County was delinquent in making certain of its lease payments to VMI under
the terms of the lease agreement concerning the Unit, and MFA failed to make
these payments to VMI under its guarantee of Tri-County's payments to VMI.
Accordingly, VMI had not made certain payments due to the third-party finance
company for the Unit.

As a result, the third-party finance company issued a notice of default to the
Company. Tri-County is currently in discussions with the third-party finance
company to restructure the obligation, to assume the debt, and to take title to
the Unit. It is expected that the third-party finance company will accept the
restructure, and the Company will release its title to the equipment in exchange
for the third-party finance company releasing the Company from its debt
obligation. However, if the parties are unable to resolve this matter, it is
likely that the third-party finance company will institute an action against the
Company, VMI, and Tri-County for the balance due, plus other costs and relief.

PATENT  CLAIM

An individual filed a complaint against the Company alleging breach of contract
and fraud and related business torts related to certain patents that the
plaintiff transferred to the Company. The Company believes that the plaintiff's
claims are without merit and intends to vigorously defend itself. The amount of
claimed damages is not yet determined.


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<PAGE>
Except as otherwise specifically indicated above, management believes that the
Company doesn't have any material liability for any lawsuits, settlements,
judgments, or fees of defense counsel which have not been paid or accrued as of
December 31, 2001. 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.


CARDINAL  HEALTH  CO.

On October 16, 2001, Classic Care Pharmacy ("CC Pharmacy") entered into a
settlement agreement with Cardinal, whereby CC Pharmacy stipulated to entry of
judgment a sum of $1,146,594 plus interest accruing at 18% per annum. CC
Pharmacy paid $500,000 upon the execution of the agreement and is to pay
$100,000 a week until the principal and interest owned is zero. As of today the
open balance is $140,000. CC Pharmacy's fast growth created timing differences
in cash received from insurances versus payments due to vendors. We believe CC
Pharmacy has set up a procedure to satisfactorily resolve this situation


BERGEN  BRUNSWIG

On or about November 8, 2001, Kaire Holdings, Inc., entered into a settlement
with Bergen Brunswig whereby Kaire stipulated to entry of Judgment a sum of
$258,900.51with no interest accruing. Kaire paid $50,000 upon the execution of
the agreement and has agreed to bi-monthly payments of $15,000 until the balance
owed is zero. Fast growth in the AIDS Advocacy program created timing
differences in cash received from insurances versus payments due to vendors. We
believe Kaire has set up a procedure to satisfactorily resolve this situation.


ITEM 2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

     During the Quarter ending September 30, 2001, the Company issued securities
using  the  exceptions  available  under  the  Securities  Act of 1933 including
unregistered  sales made pursuant to Section 4(2) of the Securities Act of 1933,
as  follows:

     In  January  2001,  the Company issued 3,000,000 shares of common stock for
options  exercised  valued  at  $240,000.  These  options were issued to Kaire's
management.

     In February 2001 the Company issued 6,000,000 shares of common stock for
professional services valued at $420,000.

     In  May  2001  the  Company  issued  6,000,000  shares  of common stock for
professional  services  valued  at  $120,000

     ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

     None

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

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

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

     ITEM  5.     OTHER  INFORMATION

None

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

     Form  8-K  filed  November  13,  2001

     Item 5.  Other Events and Regulation FD Disclosure

       On November 2, 2001, Kaire Holdings, Inc. (the "Company") issued a press
release announcing that the Company reached an agreement with the former Classic
Care Shareholders to spin-off of its Classic Care Pharmacy business into a
separately traded public entity. The news release also stated that the specific
terms of the agreement will require shareholder approval and will be outlined in
a proxy statement to be mailed to shareholders on or about Dec. 21, 2001. The
Company has also tentatively scheduled its Annual Shareholders Meeting for Jan.
10, 2002.


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                                   SIGNATURES
                                   ----------

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


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



Date:  November  18,  2001     By:  /s/Steven  R.Westlund
                                    ---------------------
                                    Steven  Westlund
                                    Chief  Executive  Officer,  Chairman


Date:  November  18,  2001     By:  /s/OWEN  M.  NACCARATO
                                    ----------------------
                                    Owen  M.  Naccarato
                                    Chief  Financial  Officer,  director


Date:  November  18,  2001     By:  /s/  Asher  Gottesman
                                    ---------------------
                                    Asher  Gottesman
                                    Director


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