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 JUNE 30, 2002
                                                 -------------

                                       OR

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

        For the transition period from _______________ to _______________

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

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

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

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

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

          7348  Bellaire  Ave.,  North  Hollywood  California     91605
          -------------------------------------------------------------
   (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  June  30, 2001
     ------------------------                    -------------------------------
     $.001  par  value                                 391,873,198  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
                    June 30, 2002  (unaudited)  and December 31, 2001

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

               Condensed  Consolidated  Statements  of  Cash  Flows
                    for  the  three months ended June 30, 2002 (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  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>
                          PART I. FINANCIAL INFORMATION
                          -----------------------------


ITEM  I.     FINANCIAL  STATEMENTS


                           KAIRE HOLDINGS INCORPORATED
                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE THREE AND SIX MONTHS ENDED
                                  JUNE 30, 2002


<PAGE>
                           KAIRE HOLDINGS INCORPORATED
                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2002





                             C  O  N  T  E  N  T  S

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


Consolidated  Balance  Sheets                                              1 - 2

Consolidated  Statements  of  Operations                                       3

Consolidated  Statements  of  Cash  Flows                                  4 - 5

Notes  to  Consolidated  Financial  Statements                            6 - 24



<PAGE>
<TABLE>
<CAPTION>
                           CONSOLIDATED BALANCE SHEETS
            JUNE 30, 2002 (UNAUDITED) AND DECEMBER 31, 2001 (AUDITED)

                                    ASSETS


                                                           June 30, 2002   December 31, 2001
                                                           --------------  ------------------
<S>                                                        <C>             <C>
CURRENT ASSETS
  Cash and cash equivalents                                $       35,565  $           62,707

  Accounts receivable                                             261,463             353,982
  Other receivables                                               438,187              23,030
  Inventory                                                       232,048             728,410
  Deposits                                                          4,950               4,750
  Amounts due from related parties                                  4,100             415,664
  Net  current assets of discontinued operations                1,107,236             735,757
  Other current asset                                              14,196              14,686
                                                           --------------  ------------------

    Total current assets                                        2,097,745           2,338,986
                                                           --------------  ------------------

OTHER ASSETS
  Debt issuance costs                                              42,250              88,124
  Property and Equipment, net of accumulated depreciation         200,015             200,952
  Investments                                                      30,028              30,028
  Goodwill, net of accumulated amortization                     1,461,538           8,958,539
                                                           --------------  ------------------

    Total other assets                                          1,733,831           9,277,643
                                                           --------------  ------------------

        TOTAL ASSETS                                       $    3,831,576  $       11,616,629
                                                           ==============  ==================

                                        (continued)
</TABLE>


                                      - 1 -
<PAGE>
<TABLE>
<CAPTION>
                           CONSOLIDATED BALANCE SHEETS (CONTINUED)
                  JUNE 30, 2002 (UNAUDITED) AND DECEMBER 31, 2001 (AUDITED)


                                 LIABILITIES AND STOCKHOLDERS' EQUITY


                                                                  June 30, 2002    December 31, 2001
                                                                 ---------------  -------------------
<S>                                                              <C>              <C>
 CURRENT LIABILITIES
  Accounts payable and accrued expense                           $    1,622,396   $        1,665,437
  Income tax payable                                                      5,600                4,000
  Due to Stason Biotech                                                 175,000              175,000
  Sales tax payable                                                           -                    -
  Note payable - acquisition                                                  -            7,419,881
  Notes payable - related parties                                        28,000              250,000
  Convertible notes - current portion                                   901,107              598,383
  Reserve for discontinued operations                                   400,000                    -
  Capital leases-short term                                              52,012               66,428
                                                                 ---------------  -------------------

    Total current liabilities                                         3,184,115           10,179,129

LONG TERM LIABILITIES
  Convertible notes payable and debentures                                    -              429,964
  Capital leases-long term                                               52,780               69,863
                                                                 ---------------  -------------------

    Total long term liabilities                                          52,780              499,827
                                                                 ---------------  -------------------

      Total liabilities                                               3,236,840           10,678,956
                                                                 ---------------  -------------------

STOCKHOLDERS' EQUITY
  Common stock, $0.001 par value
    900,000,000 shares authorized; 391,873,198
    and 277,041,071 shares issued and outstanding, respectively         391,873              277,042
  Common Stock Subscriptions Receivable                                       -                    -
  Additional paid in capital                                         36,821,427           36,676,339
  Accumulated deficit                                               (36,618,619)         (36,015,708)
                                                                 ---------------  -------------------

      Total stockholders' equity                                        594,681              937,673
                                                                 ---------------  -------------------

        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $    3,831,576   $       11,616,629
                                                                 ===============  ===================
</TABLE>


                                      - 2 -
<PAGE>
<TABLE>
<CAPTION>
                                      CONSOLIDATED STATEMENTS OF OPERATIONS
                          FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001 (UNAUDITED)


                                                           Three months ended June 30,   Six months ended June 30,
                                                              2002           2001           2002           2001
                                                          -------------  -------------  -------------  -------------
<S>                                                       <C>            <C>            <C>            <C>
NET REVENUES                                              $    719,033   $    356,581   $  1,417,916   $    630,352
                                                          -------------  -------------  -------------  -------------

COST OF GOODS SOLD                                             609,614        318,372      1,171,877        562,750
                                                          -------------  -------------  -------------  -------------

GROSS PROFIT                                                   109,419         38,209        246,039         67,602
                                                          -------------  -------------  -------------  -------------

OPERATING EXPENSES
  Depreciation and amortization                                 22,055          5,094         38,104        125,884
  General and administrative                                   247,353         79,455        377,766        159,246
  Rent                                                          16,197         19,845         38,074         61,268
  Salaries                                                     128,242         78,348        194,875        354,079
  Selling expense                                                1,341          7,390          6,003         42,355
  Debt issuance costs                                           22,937              -         45,874         41,667
                                                          -------------  -------------  -------------  -------------

                                                               438,125        190,132        700,696        784,499
                                                          -------------  -------------  -------------  -------------

LOSS FROM OPERATIONS                                          (328,706)      (151,923)      (454,657)      (716,897)
                                                          -------------  -------------  -------------  -------------

OTHER INCOME (EXPENSES)
  Interest expense                                             (41,695)          (729)       (70,005)       (37,199)
  Non-cash miscellaneous income                                  7,341              -          7,341              -
  Shareholder fees                                               1,260        (13,619)       (50,520)       (25,776)
                                                          -------------  -------------  -------------  -------------

                                                               (33,094)       (14,348)      (113,184)       (62,975)
                                                          -------------  -------------  -------------  -------------

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES           (361,800)      (166,271)      (567,841)      (779,872)

PROVISION FOR INCOME TAXES                                       1,248              -          2,048            400
                                                          -------------  -------------  -------------  -------------

LOSS FROM CONTINUING OPERATIONS                               (363,048)      (166,271)      (569,889)      (780,272)
                                                          -------------  -------------  -------------  -------------

DISCONTINUED OPERATIONS
  INCOME (LOSS) FROM OPERATIONS OF DISCONTINUED
    SEGMENT, NET OF INCOME TAX EXPENSE OF $0
    IN 2002 AND 2001                                          (227,402)       190,508        366,978        292,937

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

NET INCOME                                                    (990,450)        24,237       (602,911)      (487,335)
                                                          =============  =============  =============  =============

(LOSS) EARNINGS PER WEIGHTED AVERAGE SHARE OF
  COMMON STOCK OUTSTANDING
    FROM CONTINUING OPERATIONS                            $     (0.001)  $     (0.001)  $     (0.002)  $     (0.007)
    FROM DISCONTINUED OPERATIONS                                (0.002)         0.001         (0.000)         0.003
                                                          -------------  -------------  -------------  -------------
      TOTAL LOSS PER SHARE                                $     (0.003)  $      0.000   $     (0.002)  $     (0.004)
                                                          =============  =============  =============  =============

WEIGHTED-AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED    338,637,993    142,595,839    344,574,808    115,928,137
                                                          =============  =============  =============  =============
</TABLE>


                                      - 3 -
<PAGE>
<TABLE>
<CAPTION>
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                              FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001


                                                                          2002                2001
                                                                   ------------------  ------------------
<S>                                                                <C>                 <C>
Increase (decrease) in cash and cash equivalents
    Net income (loss)                                              $        (602,911)  $        (780,272)
    Adjustments to reconcile net loss to net cash used
    in operating activities
      Depreciation and amortization                                           38,104               2,305
      Amortization of goodwill                                                     -             118,485
      Debt issuance costs                                                     45,874                   -
      Common stock issued for services                                             -                   -
      Common stock issued for professional services                          120,733              60,000
      Common stock issued in payment of interest                              11,946                   -
      Common stock issued for other compensation                                   -             212,237
      (Gain)Loss on disposal of assets                                           937                   -
      Other                                                                      370                 (19)
      Change in net assets of discontinued operations                       (371,479)
      Loss provision - discontinued operations                               400,000                   -
      Non-cash other expenses (Income)                                        (7,341)
                                                                   ------------------  ------------------

      Total adjustments to net income                              $        (363,767)  $        (387,264)
                                                                   ------------------  ------------------

Cash flow from operating activities:
  Changes in assets and liabilities
    Trade accounts receivable                                      $          92,519   $        (827,195)
    Inventories                                                              496,362             (15,293)
    Deposits                                                                    (200)                  -
    Other assets                                                                 490                   -
    Other receivables                                                       (415,157)
    Amounts due from related parties                                         411,564              95,350
    Income and Sales tax payable                                               1,600              (3,171)
    Accrued interest on convertible notes                                     40,983              31,533
    Accrued interest on notes payable - related parties                            -               3,750
    Accounts payable and accrued expenses                                    (56,079)            172,810
                                                                   ------------------  ------------------

        Cash flow generated by (used in) operating activities      $         208,315   $        (929,480)
                                                                   ------------------  ------------------

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

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

Cash flow from financing activities:
  Payments on Note payable - Classic Care Shareholders             $        (203,958)  $        (226,119)
  Capital lease payments                                                     (31,499)                  -
  Proceeds from issuance of common stock                                           -              90,000
  Proceeds from convertible debenture                                              -             500,000
                                                                   ------------------  ------------------

        Net cash generated by (used in) financing activities       $        (235,457)  $         363,881
                                                                   ------------------  ------------------


                                                    (continued)


                                      - 4 -
<PAGE>
                            CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
                            FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001

                                                                         2002                2001
                                                                   ------------------  ------------------
        Net (decrease) increase in cash
        and cash equivalents                                       $         (27,142)  $        (565,599)
                                                                   ------------------  ------------------

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

        Cash and cash equivalents at end of year                   $          35,565   $        (253,883)
                                                                   ==================  ==================


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


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

     Issued 59,862,127 shares of common stock for conversion of $127,240 of
     notes payable, and $11,949 of accrued interest.

     Issued 54,970,000 shares of common stock for conversion of conversion of
     stock options for consulting services valued at $120,733

During the six months ended June 30, 2002, the Company entered into the
following non-cash transactions:

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

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


                                      - 5 -
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

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

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

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

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

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

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


                                      - 6 -
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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

The  unaudited  consolidated  financial statements include the accounts of Kaire
and  its  wholly  owned  subsidiaries  (collectively  the "Company"), a publicly
traded  company  listed and traded on the NASDAQ Over the Counter Bulletin Board
("OTCBB").  The  Company's  subsidiaries  include See/Shell Biotechnology, Inc.,
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 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  June  30,  2002,  included herein.  The consolidated financial statements
include  the  accounts  of the Company and its majority-owned subsidiaries.  All
inter-company  transactions  were eliminated.  The Company's fiscal year ends on
December  31  each  year.

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

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

Estimates
---------

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


                                      - 7 -
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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

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


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

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


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

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


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

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


Inventory
---------

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


Goodwill
--------

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


                                      - 8 -
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)


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

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


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

In  June  1999,  the  Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards No. 130, "Reporting Comprehensive Income" (SFAS
130).  This  pronouncement  establishes  standards  for reporting and display of
comprehensive  income (loss) and its components in a full set of general-purpose
financial  statements.  Comprehensive  income  consists  of  net  income  and
unrealized  gains  (losses)  on  available-for-sale securities; foreign currency
translation  adjustments;  changes  in  market  values  of future contracts that
qualify  as  a  hedge;  and negative equity adjustments recognized in accordance
with  SFAS  No.  87.  The  Company,  however,  does  not  have any components of
comprehensive  income (loss) as defined by SFAS 130 and therefore, for the three
and six months ended June 30, 2002 and 2001, comprehensive loss is equivalent to
the  Company's  net  loss.


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

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


                                      - 9 -
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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

The  Company  expenses  advertising  and  marketing  costs as they are incurred.
Advertising  and marketing costs for the six months ended June 30, 2002 and 2001
were  $17,734  and  $46,398,  respectively.


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

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


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

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


                                     - 10 -
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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

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

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



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 $602,911
for  the  six  months ended June 30, 2002.  Additionally, the Company must raise
additional  capital to meet its working capital needs subsequent to the spin-off
of  Classic  Care.  If the Company is unable to raise sufficient capital to fund
its  operations  for  the  Health  Advocacy  program,  it  might  be required to
discontinue  operations.  These  factors  raise  substantial  doubt  about  the
Company's  ability  to  continue  as  a  going  concern.  In view of the matters
described above, recoverability of a major portion of the recorded asset amounts
shown  in the accompanying balance sheet is dependent upon the Company's ability
to generate sufficient sales volume to cover its operating expenses and to raise
sufficient capital to meet its payment obligations.  The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded  asset amounts, or amounts and classification of liabilities that might
be  necessary  should  the  Company  be  unable  to  continue  in  existence.

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


                                     - 11 -
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002


NOTE  3  -  INVESTMENTS

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

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

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



NOTE  4  -  ACCOUNTS  RECEIVABLE  -  TRADE

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

The  Company  provides  an  allowance  for  doubtful  accounts  based  upon  its
estimation  of  uncollectible  accounts.  The  Company  bases  this  estimate on
historical  collection  experience  and  a review of the current status of trade
accounts  receivable.  It  is reasonably possible that the Company's estimate of
the  allowance for doubtful accounts will change.  Trade accounts receivable are
presented  net of an allowance for doubtful accounts of $261,463 and $353,982 at
June  30,  2002,and  December  31,  2001,  respectively.

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



NOTE  5  -  INVENTORIES

Inventories  consist  of  pharmaceuticals,  medical  supplies  and  equipment of
$232,048 and $728,410 at June 30, 2002 and December 31, 2001, respectively.  The
Company  regularly  checks  its  inventory  for  any  expired  or  obsolete
pharmaceuticals.

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


                                     - 12 -
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002


NOTE  6  -  INTANGIBLE  ASSETS

Intangible  Assets  consists  of  goodwill  associated  with  the acquisition of
Classic  Care, Inc.  The carrying value of goodwill was reduced by $7,497,001 to
reflect  the  sale of the long-term care services business. Amortization expense
for  the  three  months  ended  June  30,  2002,  and  2001 was $0 and $118,485,
respectively.



NOTE  7  -  COMMON  STOCK  TRANSACTIONS

The  common stock transactions during the six months ended June 30, 2002 were as
follows:

     -    The  Company  converted  $127,240  in  convertible  notes  payable and
          $11,946  of  related  interest  into  59,862,127  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 54,970,000 shares of its
          common  stock  in  a  cash-less  conversion.  The  Company  recorded
          consulting  expense  of  $120,733.

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

The  common  stock  transactions  during  six months ended June 30, 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.


                                     - 13 -
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002


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 $0 and $307,246 for the three
months ended June 30, 2002 and 2001, respectively. Sales to Profit were $201,954
and  $857,250 for the six months ended June 30, 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 a portion of his compensation for serving as the
Managing  Director  of Classic Care.  Mr. Rubenstein has $30,000 in compensation
due  from  the  Company for his services.  The amount is included in the accrued
liabilities  as  of  June  30,  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 June 30, 2002, which results
in  a  balance  of  $2,000  due  from  Mr.  Rubenstein.


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

Mrs.  Sarit  Rubenstein

At  June  30,  2002,  the  Company  has  an unsecured note payable to Mrs. Sarit
Rubenstein,  a shareholder and an original owner of Classic Care.  The borrowing
was  due originally in October 2000, is now due on demand, and bears an interest
rate  of  6%  per  annum.  The outstanding balance on the note is $82,750.  This
principal amount was fully repaid in May 2002. The accrued interest was forgiven
pursuant  the  sale  agreement  for  the  long-term  care  services  business.


                                     - 14 -
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002


NOTE  8  - RELATED  PARTY  TRANSACTIONS  (CONTINUED)

Steve  Oscherowitz

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

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

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



NOTE  9  -  ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES

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

<TABLE>
<CAPTION>
                                                      June 30, 2002   December 31, 2001
                                                      --------------  ------------------
<S>                                                   <C>             <C>
      Accounts payable                                $      968,898  $        1,129,961
      Accrued professional and related fees                   51,500              50,000
      Accrued compensation and related payroll taxes          180028             170,941
      Accrued interest payable                               351,740             310,757
      Other accrued expenses                                  70,235               3,778
                                                      --------------  ------------------

             Total                                    $    1,622,396  $        1,665,437
                                                      ==============  ==================
</TABLE>


                                     - 15 -
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002


NOTE  10  -  CONVERTIBLE  NOTES  PAYABLE  AND  DEBENTURES

The  Company has issued convertible notes aggregating to $901,107, which are now
all  due  on  demand.  The notes have a stated interest rate of either 8% or 10%
per  annum,  and  interest  is  payable semi-annually.  The various note holders
converted  $2,246  and  $127,240 of these into common stock during the three and
six months ended June 30, 2002, respectively, $901,107 of these notes were still
outstanding  as  of  June  30,  2002.

The  note holder also converted $11,946 of interest into common stock during the
six-month  period  ending  June  30,  2002.



NOTE  11  -  INCOME  TAXES

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

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



NOTE  12  -  COMMITMENTS  AND  CONTINGENCIES

Litigation
----------

Patent  Claim

An  individual filed a complaint against the Company alleging breach of contract
and  fraud  and  related  business  torts  related  to  certain patents that the
plaintiff transferred to the Company.  The Company believes that the plaintiff's
claims  are  without merit.  The Company 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.


                                     - 16 -
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002


NOTE  12  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

Department  of  Health  Services

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

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


Other  Litigation

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


                                     - 17 -
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002


NOTE  12  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

Leases
------

Operating  leases

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

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

Rent  expense for the six month periods ended June 30, 2002 and 2001 was $38,074
and  $61,268,  respectively.


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

Chief  Executive  Officer  Compensation

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

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

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


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

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


                                     - 18 -
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002


NOTE  13  -  EARNINGS  PER  SHARE

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



NOTE  14  -  CLASSIC  CARE  PHARMACY,  INC.

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

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

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

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

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


                                     - 19 -
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002


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

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

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

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

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

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

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


                                     - 20 -
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002


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

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

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

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

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

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


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

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

As  it  was  unable  to  resolve  this matter amiably with the DHS, Classic Care
sought,  ex  parte,  a temporary restraining order to show cause re: preliminary
injunction  against the DHS on Wednesday, May 8, 2002, at the Superior Court for
the  State  of  California,  County  of  Sacramento, located at the Credit Union
Building, 800 H Street, Sacramento, California  95814.  The Superior Court Judge
granted  the  DHS  until  May  24,  2002,  to  show cause. On May 24th the court
reinstated  Classic  Care's Medi-Cal License retroactive to May 8th, because the
DHS  was  not  prepared  to  show  cause.  However, the Court granted the DHS an
additional  30  days  to  present  cause.


                                     - 21 -
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002


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

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

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

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

There  is  no  cash  transaction  involved  in  these  transactions.

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

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


                                     - 22 -
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002


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

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

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

                                         Three Months Ended March 31,
                                              2002          2001
                                          ------------  ------------
           Revenues                       $ 3,848,411   $ 3,503,265
           Cost of Goods Sold              (2,583,962)   (2,774,584)
                                          ------------  ------------
           Gross Profit                     1,264,449       728,681
           Operating Expenses                (670,069)     (626,252)
                                          ------------  ------------
           Income from Operations         $   594,380   $   102,429
                                          ============  ============

                                          Three Months Ended June 30,
                                              2002          2001
                                          ------------  ------------
           Revenues                       $ 1,422,910   $ 3,090,241
           Cost of Goods Sold              (1,367,180)   (2,077,887)
                                          ------------  ------------
           Gross Profit                        55,730     1,012,354
           Operating Expenses                (283,132)     (821,846)
                                          ------------  ------------
           Loss (income) from Operations  $  (227,402)  $   190,508
                                          ============  ============


                                           Six Months Ended June 30,
                                              2002          2001
                                          ------------  ------------
           Revenues                       $ 5,271,321   $ 6,593,506
           Cost of Goods Sold              (3,951,142)   (4,852,471)
                                          ------------  ------------
           Gross Profit                     1,320,179     1,741,035
           Operating Expenses                (953,201)   (1,448,098)
                                          ------------  ------------
           Income from Operations         $   366,978   $   292,937
                                          ============  ============


                                     - 23 -
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002


NOTE  16  -  SEGMENT  INFORMATION

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



NOTE  17  -  SHAREHOLDER  MEETING

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

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



NOTE  18  -  SUBSEQUENT  EVENTS

Facilities  Lease

In July of 2002, Kaire leased an additional warehouse and office facility in Sun
Valley,  California.  This  new  facility consists of 6,334 square feet of which
1,000  square feet will be used as office space.  The expansion capacity will be
converted  into  both office and a second pharmacy space as the need arises. The
lease  on  the  property  runs  until June 30, 2004. The base rent is $3,420 per
month  plus  Kaire  is  responsible  for  5.288%  of  the  common area operating
expense.


                                     - 24 -
<PAGE>
ITEM  2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION PLAN OF
OPERATION

Plan  of  Operation

     SHORT-TERM  OBJECTIVES:

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



LONG-TERM  OBJECTIVES:

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

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

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

RESULTS  OF  OPERATIONS

Three  and Six Months Ended June 30, 2002 Compared to Three and Six Months Ended
--------------------------------------------------------------------------------
June  30,  2001
---------------

For the three and six months ended June 30, 2002, revenues were approximately
$719,033 and $1,417,916 respectively, for an increase of $362,452 and of
$787,564 respectively from the same periods in 2001.

Gross profit for products and services was $109,419 and $246,039 for three and
six months ended June 30, 2002, an increase of $71,210 and $178,437 over the
same periods prior year. The increase was due to the acquisition of Classic Care
Pharmacy. The decrease in gross margin percentage is a partially due to an
increase in the Aids Advocacy program sales which has an average margin
percentage ranging from seven to eleven percent.

Selling General &Administrative expense increased to $248,694 from $86,845 for
the three months period ended June 30, 2002 versus June 30, 2001, and increased
to $383,769 from $201,601 for the six months period ended June 30, 2002 versus
June 30, 2001.

Interest expense for operations for the three and six month period ended June
30, 2002 was $(41,695) and $(70,005) respectively compared to the comparable
three month period prior year $(729) and $(37,199) for the comparable six 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. As a result of the Tax Reform
Act, the availability of any net operating loss carry forwards can be deferred,
reduced or eliminated under certain circumstances.


<PAGE>
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 June 30, 2002 the Company had assets of $3,831,576 compared to $11,616,629 on
December 31, 2001. The Company had a total stockholders' equity of $594,681 on
June 30, 2002 compared to an equity of $937,673 on December 31, 2001, an
decrease of $ 342,992.

As of June 30, 2002 the Company's working capital position increased $6,753,773
from a negative $7,840,143 at December 31, 2001 to a negative $1,086,370.

Net cash generated (used) in operating activities for the three months ended
June 30, 2002 and 2001 was $208,315 and $(929,480), respectively. The change in
cash from operating activities in 2002 versus 2001 of $721,165 was principally
due to the increases in inventory expenses; decreases in accounts payable and
reduced expenses.

Net cash generated (used) in investing activities was $0 and $0 for the three
months ended June 30, 2002 and 2001, respectively.

Net cash provided by (used in) financing activities was $(235,457) and $363,881
for the three months ended June 30, 2002 and 2001, respectively, reflecting a
change of $(128,424). This was principally due to less proceeds received from
the issuance of the Company's common stock and convertible debenture in the
first three months of 2002 versus the first three months of 2001 and payments on
the Classic Care note payable.


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

ITEM  1.     LEGAL  PROCEEDINGS

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

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

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

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

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

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


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

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


ITEM  2.       CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

               None

ITEM 3.        DEFAULTS UPON SENIOR SECURITIES

               None

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

May  20,  2002       Item  7
--------------       -------
                     Forgiveness of Promissory Note and Remaining Debt Agreement

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.

ITEM  5.       OTHER  INFORMATION

               None

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

               None


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


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


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



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



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


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

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

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




                              /s/ Joel G. Rubenstein
                              ----------------------
                              Joel G. Rubenstein
                              Managing Director
                              August 16, 2002



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


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

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

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




                              /s/ Steven Westlund
                              -------------------
                              Steven Westlund
                              Chief Executive Officer
                              August 16, 2002


<PAGE>