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, 2002
                                                 --------------

                                       OR

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

        For the transition period from             to
                                       ------------  ------------

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

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

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

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

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

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

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

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

     Class of Common Stock                    Outstanding at March 31, 2002
     ---------------------                    -----------------------------
     $.001 par value                          349,914,052    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,  2001  and  March  31,  2002  (unaudited)

               Condensed  Consolidated  Statements  of  Operations  (Unaudited)
                    for  the  three  months  ended  March  31,  2001  and  2002

               Condensed  Consolidated  Statements  of  Cash  Flows  (Unaudited)
                    for  the  three  months  ended  March  31,  2001  and  2002

               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


<PAGE>


                           KAIRE HOLDINGS INCORPORATED
                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                                 MARCH 31, 2002


<PAGE>
                           KAIRE HOLDINGS INCORPORATED
                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2002




                             C  O  N  T  E  N  T  S
                        --------------------------------


Consolidated  Balance  Sheets                                            1 - 2

Consolidated  Statements  of  Operations                                     3

Consolidated  Statements  of  Cash  Flows                                4 - 5

Notes  to  Consolidated  Financial  Statements                          6 - 22


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

                                 CONSOLIDATED BALANCE SHEETS
                            MARCH 31, 2002 AND DECEMBER 31, 2001


                                            ASSETS

                                                         March 31, 2002   December 31, 2001
                                                         ---------------  -----------------
<S>                                                      <C>              <C>
CURRENT ASSETS
Cash and cash equivalents                                $             -  $          62,707
Accounts receivable, net of allowance for doubtful
  accounts of $358,360 and $201,360, respectively              1,651,760          1,089,739
Other receivables                                                 23,030             23,030
Inventory                                                        543,537            728,410
Deposits                                                           4,950              4,750
Amounts due from related parties                                 389,988            415,664
Other current asset                                               14,196             14,686
                                                         ---------------  -----------------

    Total current assets                                       2,627,461          2,338,986
                                                         ---------------  -----------------

NONCURRENT ASSETS
Debt issuance costs                                               65,187             88,124
Property and Equipment, net of accumulated depreciation          186,603            200,952
Investments                                                       30,028             30,028
Goodwill, net of accumulated amortization                      8,958,539          8,958,539
                                                         ---------------  -----------------

    Total noncurrent assets                                    9,240,357          9,277,643
                                                         ---------------  -----------------

      TOTAL ASSETS                                       $    11,867,818  $      11,616,629
                                                         ===============  =================
</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, 2002 AND DECEMBER 31, 2001


                            LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                March 31, 2002    December 31, 2001
                                                               ----------------  -------------------
<S>                                                            <C>               <C>
CURRENT LIABILITIES
Bank overdraft                                                 $        23,924   $                -
Accounts payable and accrued expense                                 1,461,024            1,665,437
Income tax payable                                                       4,800                4,000
Due to Stason Biotech                                                  175,000              175,000
Sales tax payable                                                            -                    -
Note payable - acquisition                                           7,419,881            7,419,881
Notes payable - related parties                                        250,000              250,000
Convertible notes - current portion                                    903,353              598,383
Capital leases-short term                                               68,256               66,428
                                                               ----------------  -------------------

  Total current liabilities                                         10,306,238           10,179,129

LONG TERM LIABILITIES
  Convertible notes payable and debentures                                   -              429,964
  Capital leases-long term                                              54,990               69,863
                                                               ----------------  -------------------

  Total long term liabilities                                           54,990              499,827
                                                               ----------------  -------------------

    Total liabilities                                               10,361,228           10,678,956
                                                               ----------------  -------------------

STOCKHOLDERS' EQUITY
Common stock, $0.001 par value
  900,000,000 shares authorized; 349,914,052
  and 277,041,071 shares issued and outstanding, respectively          349,915              277,042
Common Stock Subscriptions Receivable                                        -                    -
Additional paid in capital                                          36,784,845           36,676,339
Accumulated deficit                                                (35,628,170)         (36,015,708)
                                                               ----------------  -------------------

  Total stockholders' equity                                         1,506,590              937,673
                                                               ----------------  -------------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $    11,867,818   $       11,616,629
                                                               ================  ===================



                                                                     2002                2001
                                                               ----------------  -------------------
<S>                                                            <C>               <C>
NET REVENUES                                                   $     4,547,294   $        3,777,036

COST OF GOODS SOLD                                                   3,146,225            3,115,338
                                                               ----------------  -------------------
</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, 2002 AND 2001


GROSS PROFIT                                         1,401,069       661,698
                                                   -------------  -------------
<S>                                                <C>            <C>
OPERATING EXPENSES
  Depreciation and amortization                          16,049        120,790
  General and administrative                            394,768        706,043
  Rent                                                   21,877         18,888
  Salaries                                              474,112        240,000
  Selling expense                                         4,662         10,199
  Debt issuance costs                                    22,937         41,667
                                                   -------------  -------------

    Total operating expenses                            934,405      1,137,587
                                                   -------------  -------------

INCOME (LOSS) FROM OPERATIONS                           466,664       (475,889)
                                                   -------------  -------------

OTHER INCOME (EXPENSES)
  Interest expense                                      (28,310)       (35,283)
  Shareholder fees                                      (51,781)             -
  Gain (loss) on disposal of assets                       1,765              -
                                                   -------------  -------------

    Total other income (expenses)                       (78,326)       (35,283)
                                                   -------------  -------------

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES         388,338       (511,172)

PROVISION FOR INCOME TAXES                                 (800)          (400)
                                                   -------------  -------------

NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)  $    387,538   $   (511,572)
                                                   =============  =============

BASIC EARNINGS (LOSS) PER SHARE                    $      0.001   $     (0.005)
                                                   =============  =============

DILUTED EARNINGS (LOSS) PER SHARE                  $      0.001   $     (0.005)
                                                   =============  =============

WEIGHTED-AVERAGE SHARES OUTSTANDING - BASIC         317,385,337    111,286,791
                                                   =============  =============

WEIGHTED-AVERAGE SHARES OUTSTANDING - DILUTED       599,683,150    111,286,791
                                                   =============  =============
</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, 2002 AND 2001


                                                                      2002        2001
                                                                   ----------  ----------
<S>                                                                <C>         <C>
Increase (decrease) in cash and cash equivalents
  Net income (loss)                                                $ 387,538   $(511,572)
  Adjustments to reconcile net loss to net cash used
  in operating activities
    Depreciation and amortization                                     16,049       2,305
    Amortization of goodwill                                               -     118,485
    Allowance for bad debts                                          157,000           -
    Debt issuance costs                                               22,937           -
    Common stock issued for professional services                     45,000      60,000
    Common stock issued in payment of interest                        11,385           -
    Common stock issued for other compensation                             -     212,237
    (Gain)Loss on disposal of assets                                   1,765           -
    Other                                                             (3,465)        (19)
                                                                   ----------  ----------

    Total adjustments to net income                                $ 638,209   $(118,564)
                                                                   ----------  ----------

Cash flow from operating activities:
  Changes in assets and liabilities
    Trade accounts receivable                                      $(719,021)  $(827,195)
    Inventories                                                      184,873     (15,293)
    Deposits                                                            (200)          -
    Other assets                                                         490           -
    Amounts due from related parties                                  25,676      95,350
    Bank overdraft                                                    23,924           -
    Income and Sales tax payable                                         800      (3,171)
    Accrued interest on convertible notes                             19,162      31,533
    Accrued interest on notes payable - related parties                3,750       3,750
    Accounts payable and accrued expenses                           (227,325)    172,810
                                                                   ----------  ----------

      Cash flow generated by (used in) operating activities        $ (49,662)  $(660,780)
                                                                   ----------  ----------

Cash flow from investing activities:
                                                                   ----------  ----------

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

Cash flow from financing activities:
  Payment on Note payable - Classic Care Shareholders              $       -   $(226,119)
  Capital lease payments                                             (13,045)          -
  Proceeds from issuance of common stock                                   -      90,000
  Proceeds from convertible debenture                                      -     500,000
                                                                   ----------  ----------

      Net cash generated by (used in) financing activities         $ (13,045)  $ 363,881
                                                                   ----------  ----------
</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, 2002 AND 2001


                                                               2002        2001
                                                             ---------  ----------
<S>                                                          <C>        <C>
           Net (decrease) increase in cash
           and cash equivalents                              $(62,707)  $(296,899)
                                                             ---------  ----------

           Cash and cash equivalents at beginning of year      62,707     311,716
                                                             ---------  ----------

           Cash and cash equivalents at end of year          $      -   $  14,817
                                                             =========  ==========


     SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION
       Cash paid during the year for
         Interest                                            $  5,398   $       -
                                                             =========  ==========
         Income taxes                                        $  2,400   $   3,200
                                                             =========  ==========
</TABLE>

     SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
     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 conversion
          of  stock  options  for  consulting  services  valued  at  $45,000

     During  the three months ended March 31, 2001, the Company entered into the
     following  non-cash  transactions:

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

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

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

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

Kaire  Holdings Incorporated ("Kaire" or "the Company"), a Delaware corporation,
was incorporated on June 2, 1986.  Effective February 3, 1998, Kaire changed its
name  to Kaire Holdings Incorporated from Interactive Medical Technologies, Ltd.
in  connection  with  its  investment  in  Kaire  International,  Inc.  ("KII").
Kaire  provides  specialized  pharmacy  services and products to defined markets
that  include  HIV  patients  and  seniors

In  1999,  the  Company formed YesRx.com, Inc., an Internet drugstore focused on
pharmaceuticals, health, and wellness and beauty products.  YesRx.com focused 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.
YesRx.com e- commerce operations have been scaled back and were deminimis during
2001  and  present.


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


                                      -5-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

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

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

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

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

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


The  consolidated  financial  statements  have  been prepared in accordance with
generally  accepted  accounting principles for interim financial information and
in  accordance with the instructions to Form 10-QSB and Rule 10-01 of Regulation
S-X.  Accordingly,  the  financial  statements  do  not  include  all  of  the
information  and  footnotes  required  by


                                      -6-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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, 2002, included herein.  The
consolidated  financial  statements  include the accounts of the Company and its
majority-owned  subsidiaries.  All  inter-company  transactions were eliminated.
The  Company's  fiscal  year  ends  on  December  31  each  year.

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

Estimates
---------

The  preparation  of  financial statements in conformity with generally accepted
accounting  principles  in  the  US  requires  management  to make estimates and
assumptions  that  affect the reported amounts of assets and liabilities and the
disclosures  of  contingent  assets and liabilities at the date of the financial
statements,  as well as the reported amounts of revenues and expenses during the
reporting  period.  Actual  results  could  differ  from  those  estimates.
Significant  estimates  include  goodwill,  allowance  for doubtful accounts and
contractual  adjustments  due  to  third-party  contractual  agreements.

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

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


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

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

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

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


                                      -7-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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, which
costs  were  being  amortized  on  a  straight-line  method  over 20 years.  The
carrying  amount  of  goodwill  will  be reviewed periodically.  As of March 31,
2002,  the  Company  has not performed an impairment test regarding the carrying
value  of  goodwill.

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.  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.


                                      -8-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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, 2002 and 2001, 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 years ended March 31, 2002 and 2001 were
$46,398  and  $25,644,  respectively.

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

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

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

In  July  2001,  the  Financial  Accounting Standards Board issued Statements of
Financial  Accounting Standards No. 141, "Business Combinations" ("FAS 141") and
No.  142,  "Goodwill  and  Other  Intangible  Assets" ("FAS 142").  SFAS No. 141
requires all business combinations initiated after June 30, 2001 to be accounted
for  using  the  purchase  method.  Under  SFAS No. 142, goodwill and intangible
assets  with  indefinite  lives  are  no longer amortized but instead tested for
impairment  at  least annually in accordance with the provisions of FAS No. 142.
FAS  No.  142  will  also  require that intangible assets with definite lives be
amortized  over  their  respective  useful  lives  to  their  estimated residual


                                      -9-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

NOTE  1 - SUMMARY OF SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

values, and reviewed for impairment in accordance with SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of."  The  provisions of this Statement are required to be applied starting with
fiscal  years  beginning after December 15, 2001.  The Company will not continue
to  amortize  goodwill  existing  at  March  31,  2002 until the new standard is
adopted  and  test goodwill for impairment in accordance with SFAS No. 121.  The
Company  adopted  the  standard  starting  January  1,  2002,  and  is currently
evaluating  the  effect that adoption of the provisions of FAS No. 142 will have
on  its results of operations and financial position.  As of March 31, 2002, the
value of goodwill is $9,728,732, and the accumulated amortization of goodwill is
$770,193.

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

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

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

NOTE  2  -  GOING  CONCERN

The  accompanying  financial  statements  have  been prepared in conformity with
generally  accepted accounting principles, which contemplate continuation of the
Company as a going concern.  The Company has a net working deficit of $7,678,777
for the three months ended March 31, 2002.  Additionally, the Company must raise
additional  capital to meet its working capital needs subsequent to the spin-off
of  Classic  Care.  If the Company is unable to raise sufficient capital to fund
its  operations  for  the  Health  Advocacy  program,  it  might  be required to
discontinue  operations.  These  factors  raise  substantial  doubt  about  the
Company's  ability  to  continue  as  a  going  concern.  In view of the matters
described above, recoverability of a major portion of the recorded asset amounts
shown  in the accompanying balance sheet is dependent upon the Company's ability
to generate sufficient sales volume to cover its operating expenses and to raise
sufficient capital to meet its payment obligations.  The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded  asset amounts, or amounts and classification of liabilities that might
be  necessary  should  the  Company  be  unable  to  continue  in  existence.

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

NOTE  3  -  INVESTMENTS

Investments as of March 31, 2002 consist of the following:

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

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


NOTE 4 - ACCOUNTS RECEIVABLE - TRADE

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

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


                                      -10-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001


accounts receivable.  It is reasonably possible that the Company's estimate of
the allowance for doubtful accounts will change.  Trade accounts receivable are
presented net of an allowance for doubtful accounts of $1,651,760 and $1,089,739
at March 31, 2002,and December 31, 2001, respectively.

NOTE 5 - INVENTORIES

Inventories consist of pharmaceuticals, medical supplies and equipment of
$543,537 and $728,410 at March 31, 2002 and December 31, 2001, respectively.
The Company regularly checks its inventory for any expired or obsolete
pharmaceuticals.


NOTE 6 - INTANGIBLE ASSETS

Intangible Assets consists of goodwill associated with the acquisition of
Classic Care, Inc.  Amortization expense for the three months ended March 31,
2002, and 2001 was $0 and $118,485, respectively.

NOTE  7  -  COMMON  STOCK  TRANSACTIONS

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.

The exercise period for the options is for 5 years from the date of the grant.

The  common  stock transactions during three months ended March 31, 2001 were as
follows:

     -    Three officers of the Company exercised options and acquired 3,000,000
          shares  of the Company's common stock at prices ranging from $.05-$.10
          per  share.  Additionally,  a director, before he was appointed to the
          board  of  directors,  had  received  an  option to purchase 2,000,000
          shares  of  the  Company's  common  stock  at  $0.05  in  exchange for
          professional  services.  The  Company recorded compensation expense of
          $272,237  for  the  value  of  these  transactions.


                                      -11-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

Stock options
-------------

During the period January 1, 2001 to March 31, 2001, the Company issued stock
options to consultants allowing them to purchase up to 30,000,000 shares of
common stock at an exercise price of $0.01 per share. The exercise price was
greater than the market price on the date of the grant. The stock options were
issued pursuant to a consulting service agreement.


NOTE 8 -   RELATED PARTY TRANSACTIONS

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

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

Mr. Joel Rubenstein is the Managing Director of Classic Care, and his spouse is
a shareholder in the Company.  Mr. Rubenstein is also a trustee of the Shagrila
Trust, which is the parent company of Profit Ventures, Inc.  In 2000, Classic
Care, entered into an agreement with Profit Ventures, Inc., to purchase products
from Classic Care. Sales to Profit Ventures were $201,954 and $857,260 for the
three months ended March 31, 2002 and 2001, respectively. Sales to Profit
represented 4.4% and 22.6% of the Company's total revenue for the three months
ended March 31, 2002 and 2001, respectively. The amounts due from Profit
Ventures, Inc. are included in amounts due from related parties.


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

Mr. Rubenstein did not receive any compensation for the period starting November
1, 2001 to December 31, 2001 for serving as the Managing Director of Classic
Care.  Mr. Rubenstein has $20,000 in salary due from the Company for his
services during this period.  The amount is included in the accrued liabilities
as of March 31, 2002.

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

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

Mrs.  Sarit  Rubenstein

At March 31, 2002, the Company has an unsecured note payable to Mrs. Sarit
Rubenstein, a shareholder and an


                                      -12-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

NOTE 8 -      RELATED PARTY TRANSACTIONS (CONTINUED)

original owner of Classic Care.  The borrowing was due originally in October
2000, is now due on demand, and bears an interest rate of 6% per annum.  The
outstanding balance on the note is $82,750.  This amount is classified as a Note
Payable to Related Party.

Steve Oscherowitz


Mr. Steve Oscherowitz, a shareholder of the Company who was the majority
shareholder in Classic Care prior to its purchase by the Company, has an
agreement with the Company, under which he loaned funds to and borrowed funds
from the Company. In previous years, this individual has loaned to Classic Care
Pharmacy funds to meet its short-term working capital needs. The terms of the
borrowings allow the Company to request repayment on demand.  The note
receivable bears an interest rate of 5%, which is waived if all amounts
outstanding are paid by July 30, 2002. The Company has a receivable from this
individual of $387,988 and $411,164 as of March 31, 2002 and December 31, 2001,
respectively.

In January and February 2002, the Company advanced to Mr. Oscherowitz an
additional $189,000, and the Company has received payments of $212,176 as of
March 31, 2002.

At March 31, 2002, the Company has an unsecured note payable to Mr. Steve
Oscherowitz, a shareholder and an original owner of Classic Care.  The borrowing
was due originally in October 2000, is now due on demand, and bears an interest
rate of 6% per annum.  The outstanding balance on the note is $167,250.  This
amount is classified as a Note Payable to Related Party.


                                      -13-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001


NOTE  9  -  ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES

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

<TABLE>
<CAPTION>
                                                        2002        2002
                                                     ----------  ----------
<S>                                                  <C>         <C>
     Accounts payable                                $  807,418  $1,129,961
     Accrued professional and related fees               41,095      50,000
     Accrued compensation and related payroll taxes     157,012     170,941
     Accrued interest payable                           342,176     310,757
     Other accrued expenses                             113,323       3,778
                                                     ----------  ----------

         Total                                       $1,461,024  $1,665,437
                                                     ==========  ==========
</TABLE>


NOTE  10  -  CONVERTIBLE  NOTES  PAYABLE  AND  DEBENTURES

During  January  through  May  1997,  the  Company  issued  convertible  notes
aggregating  to  $479,655,  which are due in the same months in 2000.  The notes
have  a  stated  interest  rate  of  10%  per  annum,  and  interest  is payable
semi-annually.  The notes are convertible at $9.38 per share, which approximated
the average trading price of the Company's common stock.  $71,000 of these notes
were still outstanding as of March 31, 2002.  These notes are now due on demand.

During  October  2000,  the  Company  issued  convertible  notes  aggregating to
$750,000,  which are due in October 2002.  The notes have a stated interest rate
of  8% per annum, and interest is payable quarterly and the principal balance is
due  at  maturity.  In  2001, the Company has converted $360,000 into its common
stock,  and  $390,000 of these notes are still outstanding as of March 31, 2002.

The  convertible  debentures  amounting  to  $1,200,000 and $750,000, which were
issued  during  2001  and 2000 respectively, have a conversion price that is the
lesser  of  (1) 80% of the average of the three lowest closing prices out of the
thirty  closing prices prior to the closing date and (2) 80% of the lowest three
closing  prices  during  the  sixty  trading  days,  as reported on the NASD OTC
Bulletin  Board,  immediately preceding the purchase date.  Thus, the debentures
will  be  converted  at  prices below the current market price on the conversion
date.  If conversions of the debentures occur, shareholders may be subject to an
immediate  dilution  in  their  per  share net tangible book value.  The current
convertible  debentures  may be converted into common stock at any time prior to
their  maturity  date  of  October  25,  2002.

In 2001, the Company obtained additional capital financing of $1,200,000 through
the  issuance  of  convertible  notes


                                      -14-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

NOTE  10  -  CONVERTIBLE  NOTES  PAYABLE  AND  DEBENTURES  (CONTINUED)


payable.  The  Company  also issued warrants to purchase 4,000,000 shares of the
Company's  common  stock  to  various  parties  as  part  of  these  agreements.


Specifically,  it issued warrants which are convertible into 4,000,000 shares of
common  stock.  Warrants  for 1,000,000 shares bear an exercise price of $0.149,
which is based upon the lowest closing price for the five days preceding January
10, 2001.  Warrants for 1,500,000 shares bear an exercise price of $0.039, which
is  based upon the lowest closing price for the five days preceding May 9, 2001.
Warrants  for  1,500,000 shares bear an exercise price of $0.011, which is based
upon  the  lowest  closing price for the five days preceding August 17, 2001 The
exercise  price  is  subject  to adjustment and is tied to the being 110% of the
lowest  closing  price  for  the  ten  trading days preceding the exercise date;

     -    During  January 2001, the Company issued convertible notes aggregating
          to  $500,000,  which  are due in January 2003. The notes have a stated
          interest  rate  of 8% per annum, and interest is payable quarterly and
          the  principal  balance  is  due  at maturity. During the three months
          ended  March  31,  2002,  the  Company has converted $105,000 into its
          common stock, and $310,000 of these notes were still outstanding as of
          March  31,  2002.

     -    During  May 2001, the Company issued a convertible note aggregating to
          $400,000,  which  is  due  in May 2002. The note has a stated interest
          rate  of  8%  per  annum,  and  interest  is payable quarterly and the
          principal  balance  is due at maturity. The Company has $1,350 of this
          note  still  outstanding  as  of  March  31,  2002.

     -    During  August 2001, the Company issued a convertible note aggregating
          to  $300,000,  which  is  due  in  August  2002. The note has a stated
          interest  rate  of 8% per annum, and interest is payable quarterly and
          the  principal  balance  is  due  at maturity. During the three months
          ended March 31, 2002, the Company converted an additional $19,994 into
          its  common  stock, and $131,003 of this note was still outstanding as
          of  March  31,  2002.

The total notes outstanding at March 31, 2002, amounted to $903,353.


NOTE  11  -  INCOME  TAXES

The  significant  reason  for  the difference between the customary relationship
between  income  tax  expense and pre-tax accounting income for the three months
ended  March  31, 2002, was due to net operating loss carryforwards available to
offset  federal  and  state  income taxes.  For the three months ended March 31,
2001,  the  Company  had recorded a valuation allowance against its deferred tax
assets,  thus  no  deferred  tax  benefit  was  recorded.

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

NOTE  12  -  COMMITMENTS  AND  CONTINGENCIES

Litigation
----------

Patent  Claim


                                      -15-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001


An  individual filed a complaint against the Company alleging breach of contract
and  fraud  and  related  business  torts  related  to  certain patents that the
plaintiff transferred to the Company.  The Company believes that the plaintiff's
claims  are  without merit.  The Company reached a tentative settlement with the
plaintiff.  However,  due  to inaction on behalf of the plaintiff, the court has
scheduled  a  dismissal  hearing  on  this  matter.

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 April 17, 2002, DHS served notice to the Company of
DHS's intent to temporarily withhold payment of claims submitted by the Company,
and to deactivate the Company's Medi-Cal provider number, effective May 8, 2002,
based  on alleged violations of the California Code of Regulations.  The Company
has  provided  documentary  evidence  to contest and rebut DHS's allegations and
will  seek to enjoin DHS from implementing a deactivation.  Management is unable
to  evaluate  the outcome or to predict the range of a resulting potential loss,
other  than  their  belief  that  such  a  loss  would  be  substantial.

Except  as  otherwise specifically indicated above, management believes that the
Company  doesn't  have  any  material  liability  for any lawsuits, settlements,
judgments,  or fees of defense counsel which have not been paid or accrued as of
December  31,  2000.  However,  there  can be no assurance that the Company will
prevail  in  any  of  the  above  proceedings.  In  addition, the Company may be
required  to  continue  to  defend  itself  resulting  in substantial additional
expense.  In the event the Company is unable to pay the defense costs associated
with  the  foregoing,  an  unfavorable  settlement  or judgment could be awarded
against  the  Company,  which  could  have  a  material  adverse effect upon the
Company.

Other  Litigation

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


                                      -16-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

NOTE  12  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

Leases
------

Operating  leases

The  Company  leases  three  automobiles  under  non-cancelable  operating lease
agreements.  The  individual  automobile  leases range in terms of thirty-six to
thirty-nine  months.

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

Rent  expense  for  the  periods  ended  March 31, 2002 and 2001 was $21,877 and
$18,888,  respectively.


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

Chief  Executive  Officer  Compensation

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

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

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

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

The  Company  has various consulting agreements that provide for issuance of the
Company's  common stock and/or stock options/stock purchase warrants in exchange
for  services rendered by the consultants.  These agreements relate primarily to
raising  of  capital  and  professional services rendered in connection with the
Company's  acquisition  efforts.  During  the 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.

NOTE  13  -  EARNINGS  PER  SHARE

Basic  net income (loss) per share is computed using the weighted average number
of  common  shares outstanding during the period.  Diluted net income (loss) per
share  is computed using the weighted average number of common and, if dilutive,
common  equivalent  shares  outstanding  during  the  period.  Common equivalent
shares  consist  of  the  incremental  common shares issuable upon conversion of
convertible  notes  (using the if-converted method) and shares issuable upon the
exercise  of  stock options and warrants (using the treasury stock method).  For
the  three-month  period  ended  March  31,  2002, options to purchase shares of
22,540,000 were not included in the computation because they were anti-dilutive.
For  the  three-month  period  ended  March  31,  2002, common share equivalents
approximated  282,297,813  shares  and were primarily related to shares issuable
upon the conversion of notes.  The loss from operations and the net loss for the
three  months  ended  March  31,  2001,  make  these  securities  anti-dilutive.

NOTE  14  -  CLASSIC  CARE  PHARMACY,  INC.

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

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

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

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

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


                                      -17-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

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


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

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

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

Spin-off  of  Classic  Care  (continued)
----------------------------------------

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


                                      -18-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001


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

NOTE  15  -  SHAREHOLDER  MEETING

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

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


NOTE  16  -  SEGMENT  INFORMATION

Based  on  the criteria established by SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information," the Company operates in two principal
business  segments.   The Company does not allocate any overhead operating costs
to its YesRx Health Advocate Program segment as management does not believe that
allocating  these  expenses  is  appropriate  in  evaluating  the  segment's
performance.

Summarized  information  by  segment  as  excerpted from the internal management
reports  is  as  follows:

                                              Three Months Ended
                                                  March  31,
                                             2002            2001
                                        --------------  ---------------
          Revenues                      $     570,495   $     228,596
          Cost  of  Goods  Sold              (517,179)       (219,530)
                                        --------------  ---------------
          Gross  Profit                        53,316           9,066
          Operating  Expenses                 (90,405)        (51,822)
                                        --------------  ---------------
          Loss  from  Operations        $     (37,089)  $     (42,756)
                                        ==============  ===============


NOTE  17  -  SUBSEQUENT  EVENTS

Department  of  Health  Services  temporarily  suspended and deactivated Classic
--------------------------------------------------------------------------------
Cares  Medi-Cal  provider  number.
---------------------------------


                                      -19-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001


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

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

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

Classic Care seeks a Temporary Restraining Order against the DHS.
-----------------------------------------------------------------

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

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

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

Kaire Holdings is forced to take immediate action to save its business.
----------------------------------------------------------------------

Classic Care must be able to supply its customers, or the customers will go
elsewhere for its needs.  Classic Care relies on Medi-Cal payments to purchase
inventory to supply its customers.  Medi-Cal will have stopped Classic Care's
ability to supply its customers unless immediate steps are taken.  Kaire
Holdings is currently looking at its options including a sale of Classic Care or
Classic Care's prescriptions.


                                      -20-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001


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


Plan of Operation

Short-term Objectives:

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

Long-term Objectives:

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

We may have to sell Classic Care Pharmacy as a result of the action taken by the
Department of Health Services.

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

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

     RESULTS  OF  OPERATIONS


     Three Months Ended March 31, 2001 Compared to March 31, 2002
     ------------------------------------------------------------

For the three months ended March 31, 2002 and 2001, revenues were approximately
$4,547,294 and $3,777,036 respectively, for an increase of $770,258. The
increase was due to the increased sales of Classic Care Pharmacy and the Health
Advocacy program.


                                      -21-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001


Gross profit for products and services was $1,401,069 for the three months ended
March 31, 2002, an increase of $739,371 over the prior period.  The increase was
attributable to the increase in sales.

SG&A expense for the three month period ended March 31, 2002 was $934,405 for a
decrease of $203,182 from the same period prior year.  The decrease is
attributable to decreases in consulting, depreciation and debt issuance costs
offset by an increase in salaries.

Interest expense the three month period ended March 31, 2002 was $28,310
compared to $35,238 for the comparable three month period prior year.  The
decrease is due to a reduction of convertible debt.

The increase in shareholder expenses for the quarter ending March 31, 2002 is
attributable to the costs of issuing a proxy for the annual shareholder meeting
held January 31, 2002.

No provision was made for Federal income tax since the Company has incurred
significant net operating losses from inception. Through March 31, 2002, the
Company incurred net operating income for tax purposes of approximately
$387,538. 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, 2002 the Company had assets of $11,867,818 compared to $11,616,629
on December 31, 2001.  The Company had a total stockholders' equity of
$1,506,590 on March 31, 2002 compared to equity of $937,673 on December 31,
2001, an increase of $567,917.

As of March 31, 2002 the Company's working capital position decreased $191,366
from a negative $7,870,143 at December 31, 2000 to a negative $7,678,777,
primarily as a result of an increase in accounts receivable of $562,021 offset
by an increase in the current portion of convertible notes of $304,970.


                                      -22-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001


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 $7,678,777
for the three months ended March 31, 2002.  Additionally, the Company must raise
additional  capital to meet its working capital needs subsequent to the spin-off
of  Classic  Care.  If the Company is unable to raise sufficient capital to fund
its  operations  for  the  Health  Advocacy  program,  it  might  be required to
discontinue  operations.  These  factors  raise  substantial  doubt  about  the
Company's  ability  to  continue  as  a  going  concern.  In view of the matters
described above, recoverability of a major portion of the recorded asset amounts
shown  in the accompanying balance sheet is dependent upon the Company's ability
to generate sufficient sales volume to cover its operating expenses and to raise
sufficient capital to meet its payment obligations.  The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded  asset amounts, or amounts and classification of liabilities that might
be  necessary  should  the  Company  be  unable  to  continue  in  existence.

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


                           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 scheduled for a dismissal
hearing.  At  the  dismissal hearing the judged granted the plaintiff additional
time  to  settle  some external issued before the settlement has to be executed.


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

        On  or  about  November  8,  2001,  Kaire Holdings, Inc., entered into a
settlement with Bergen Brunswig whereby we stipulated to entry of Judgment a sum
of  $258,900  with  no interest accruing.  We paid $50,000 upon the execution of
the  agreement  and  have  agreed  to  bi-monthly  payments of $15,000 until the
balance  owed  is  zero.   We  are  current with our payments and the balance is
$75,000  as  of  March  31,  2002.


ITEM 2.     CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS


                                      -23-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001


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

          In  February 2001 the Company issued 15,000,000 shares of common stock
for  professional  services  valued  at  $45,000.


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

Department  of  Health  Services  temporarily  suspended and deactivated Classic
--------------------------------------------------------------------------------
Cares  Medi-Cal  provider  number.
---------------------------------

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

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

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


                                      -24-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001


Classic Care seeks a Temporary Restraining Order against the DHS.
-----------------------------------------------------------------

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

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

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

Kaire Holdings is forced to take immediate action to save its business.
----------------------------------------------------------------------

Classic Care must be able to supply its customers, or the customers will go
elsewhere for their needs.  Classic Care relies on Medi-Cal payments to purchase
inventory to supply its customers.  Medi-Cal will have stopped Classic Care's
ability to supply its customers unless immediate steps are taken.  Kaire
Holdings is currently looking at its options including a sale of Classic Care
Pharmacy or its prescriptions.

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

None




                                      -25-
<PAGE>
                  KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001


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


                                      -26-
<PAGE>