UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





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





For the quarterly period ended
March 31, 2008 
or





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





For
the transition period from _____________ to _____________





Commission file number0-21384





KAIRE
HOLDINGS INCORPORATED


(Exact
Name of Registrant as Specified in its Charter)





Nevada
            
            13-3367421(State
      or Other Jurisdiction of
            
            (I.R.S.
      EmployerIncorporation
      or Organization)
            
            Identification
      No.)





7700
Irvine Center Drive, Suite 870


Irvine,
California


(Address
of Principal Executive Offices)





92608


(Zip
Code)





(949)
861-3560


(Registrant’s
Telephone Number, Including Area Code)





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.


x Yes       o No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer o
            Accelerated
      filer oNon-accelerated
      filer o
            Smaller
      reporting company x





Indicate
by check mark whether the registrant is a shell company (as defined in Exchange
Act Rule 12b-2 of the Exchange Act).


o
Yes      x No





The
number of shares outstanding of the Issuer’s common stock as of May 14, 2008 was
900,000,000







-1-













Kaire
Holdings Incorporated
 and
Subsidiaries
 
 Consolidated
Financial Statements
 for
the Three Months Ended
  March
31, 2008 and 2007
   -2-
  Kaire
Holdings Incorporated
 and
Subsidiaries
 
 Consolidated
Financial Statements
 for
the Three Months Ended
  March
31, 2008 and 2007
  
 
 
  C  O  N  T  E  N  T  S
  
 
 Consolidated
      Balance Sheets
              1Consolidated
      Statements of Operations and Comprehensive Income
              2Consolidated
      Statements of Cash Flows
              3Notes
      to Consolidated Financial Statements
              4 –
      16
 
 
 
 
 
 
 
 
 
 
  -3-
 Kaire
Holdings Incorporated and Subsidiaries
 Consolidated
Balance Sheets
 As
of March 31, 2008, and December 31, 2007
  
 2008
              
              2007Current
      Assets
              (unaudited)
              
              (audited)Cash
              
              $
              190,413
              
              $
              210,082Short-term
      investments
              
              252,231
              
              
              252,231Accounts
      receivable (net of reserve for doubtfulaccounts
      of $0 and $0, respectively)
              
              3,054,893
              
              
              3,766,186Prepaid
      taxes
              
              -
              
              
              15,002Consignment
      inventory
              
              25,000
              
              
              25,000Total
      Current Assets
              
              3,522,537
              
              
              4,268,501Property,
      Plant and Equipment (net of accumulateddepreciation
      of $27,378 and $26,019, respectively)
              
              10,626
              
              
              11,985Other
      AssetsDeposits
              
              6,496
              
              
              6,496Deferred
      tax assets
              
              197,029
              
              
              197,029Total
      Other Assets
              
              203,525
              
              
              203,525Total
      Assets
              $
              3,736,688
              
              $
              4,484,011Liabilities
      and Stockholders' EquityCurrent
      LiabilitiesAccounts
      payable and accrued expenses
              $
              2,274,239
              
              $
              3,136,626Income
      taxes payable
              
              40,573
              
              
              -Loans
      payable
              
              250,000
              
              
              250,000Accrued
      interest
              
              21,667
              
              
              16,667Accrued
      liabilities
              
              237,045
              
              
              237,045Total
      Current Liabilities
              
              2,823,524
              
              
              3,640,338Stockholders'
      EquityConvertible
      preferred shares: $0.001 par value, 10,000,000,000shares
      authorized, 173,333,333 issued and outstanding
              
              173,333
              
              
              173,333Common
      stock: $0.001 par value, 900,000,000 sharesauthorized,
      900,000,000 issued and outstanding
              
              900,000
              
              
              900,000Additional
      paid-in capital
              
              -
              
              
              -Accumulated
      other comprehensive income
              
              72,436
              
              
              72,436Retained
      (deficit)/earnings
              
              (232,605)
              
              
              (302,096)Total
      Stockholders' Equity
              
              913,164
              
              
              843,673Total
      Liabilities and Stockholders' Equity
              $
              3,736,688
              
              $
              4,484,011
 
 
  See
accompanying notes.
 - 1
-
 -4-
 Kaire
Holdings Incorporated and Subsidiaries
 Consolidated
Statements of Operations and Comprehensive Income
 For
the Three Months Ended March 31, 2008 and 2007
  
 
 
 2008
              
              2007(unaudited)
              
              (unaudited)Revenues
              $
              4,386,406
              
              $
              2,956,750Cost
      of goods sold
              
              (3,922,932)
              
              
              (2,631,121)Gross
      Profit
              
              463,474
              
              
              325,629Operating
      ExpensesAdministrative
      expenses
              
              165,220
              
              
              112,615Rent
              
              
              20,203
              
              
              19,054Salaries
      and wages
              
              148,499
              
              
              112,244Total
      Operating Expenses
              
              333,922
              
              
              243,913Income
      from Operations
              
              129,552
              
              
              81,716Other
      Income/(Expenses)Interest
      income
              
              4,052
              
              
              6,050Interest
      expense
              
              (5,000)
              
              
              -Total
      Other Income/(Expenses)
              
              (948)
              
              
              6,050Net
      Income before Income Taxes
              
              128,604
              
              
              87,766Income
      tax expense
              
              (59,113)
              
              
              -Net
      Income
              
              69,491
              
              
              87,766Other
      Comprehensive IncomeUnrealized
      gain on investments
              
              -
              
              
              27,270Comprehensive
      Income
              $
              69,491
              
              $
              115,036Earnings
      per weighted average share of common stock - basic
              $
              0.00
              
              $
              0.00Earnings
      per weighted average share of common stock - diluted
              $
              0.00
              
              $
              0.00Weighted
      average shares outstanding – basic
              
              900,000,000
              
              
              783,000,000Weighted
      average shares outstanding - diluted
              
              1,073,333,333
              
              
              783,000,000
 
 
 
  See
accompanying notes.
 - 2
-
 -5-
 Kaire
Holdings Incorporated and Subsidiaries
 Consolidated
Statements of Cash Flows
 For
the Three Months Ended March 31, 2008 and 2007
  
 
 
 2008
              
              2007Increase
      (decrease) in cash and cash equivalents:
              (unaudited)
              
              (unaudited)Net
      income
              $
              69,491
              
              $
              87,766Adjustments
      to reconcile net loss to net cash usedin
      operating activities:Depreciation
      expense
              
              1,359
              
              
              1,193Changes
      in operating assets and liabilities:Decrease
      in accounts receivable
              
              711,293
              
              
              1,113,954Decrease
      in prepaid taxes
              
              15,002
              
              
              -Increase
      (decrease) in income taxes payable
              
              40,573
              
              
              (135,200)Decrease
      in accounts payable and accrued expenses
              
              (857,387)
              
              
              (1,001,633)Net
      cash provided by (used in) operating activities
              
              (19,669)
              
              
              66,080Cash
      flow from investing activities:Net
      cash used in investing activities
              
              -
              
              
              -Cash
      flow from financing activities:Net
      cash generated by financing activities
              
              -
              
              
              -Net
      increase (decrease) in cash and cash equivalents
              
              (19,669)
              
              
              66,080Cash
      and cash equivalents at beginning of year
              
              210,082
              
              
              589,995Cash
      and cash equivalents at end of period
              $
              190,413
              
              $
              656,075Supplementary
      disclosures of cash flow informationCash
      paid during the year forInterest
              $
              -
              
              $
              -Taxes
              $
              3,358
              
              $
              135,200Unrealized
      gain on short-term investments
              $
              -
              
              $
              27,270
 
 
  See
accompanying notes.
 - 3
-
 -6-
 Kaire
Holdings Incorporated and Subsidiaries
 Notes
to Consolidated Financial Statements
 March
31, 2008
  1.           Summary of Significant
Accounting Policies
 
 Nature of
Operations
 
 On July
2, 2007, Kaire Holdings Incorporated (“Kaire” or “the Company”) through its
wholly-owned subsidiary, YesRx.com (“YesRx”) acquired all the outstanding shares
of H&H Glass, Inc. (“H&H Glass” or “H&H”), in exchange for
783,000,000 shares of its common stock in a reverse triangular merger (the
“Merger”).  H&H Glass is a glass importer that supplies custom
products such as perfume bottles and food condiment bottles, plus provides
complementary services such as container design and mold
making.  H&H Glass imports glass containers from Asia and
distributes to North America.  H&H Glass acquires its products
mainly from one supplier in China and Taiwan and sells its products through
several distributors in the United States and Canada who service small to medium
sized customers.  H&H imports in excess of 1,000 shipping
containers of glass a year.  Depending on the size of the product, a
container can contain anywhere from 3,000 to 300,000 pieces.
 
 
 Organization and Line of
Business
 
 Kaire
Holdings Incorporated, a Delaware corporation, was originally incorporated on
June 2, 1986.
 
 Effective
February 3, 1998, Kaire changed its name to Kaire Holdings Incorporated from
Interactive Medical Technologies, Ltd.
 
 On
January 23, 2007, Kaire Holdings Incorporated and its wholly-owned subsidiary,
YesRx, executed a Letter of Intent whereby YesRx would acquire all of the
outstanding stock of H&H Glass Corporation, an Illinois
corporation.  H&H Glass was formed in 1989.  As part of
this transaction, on February 4, 2007, Kaire Holdings discontinued its pharmacy
business, and Effective Health, Inc., was voluntarily shut down.
 
 
 Merger and Corporate
Structure
 
 On July
2, 2007, an Agreement and Plan of Merger was executed between Kaire Holdings
Incorporated, its wholly-owned subsidiary YesRx.com, and H&H Glass, whereby
YesRx.com acquired all of the outstanding stock of H&H Glass Corporation, an
Illinois corporation in exchange for 783,000,000 shares of Kaire’s common stock
representing 87% of Kaire’s outstanding stock.  As part of the merger
agreement, 45,000,000 shares were issued to Naccarato and Associates related to
assistance with the merger.
 
 As a
result of the Merger, there was a change in control of Kaire.  In
accordance with SFAS No. 141, H&H Glass was defined as the accounting
acquirer.  While the transaction is accounted for using the purchase
method of accounting, in substance the transaction results in a reverse merger
with a recapitalization of Kaire’s capital structure.
 
 The
historical financial statements presented herein are those of H&H Glass, as
adjusted to give effect to the stock of Kaire (the legal acquirer) since the
Merger.  The retained earnings of the accounting acquirer have been
carried forward after the acquisition, and H&H Glass’s basis of its assets
and liabilities were carried over in the recapitalization.  Operations
prior to the business combination are those of H&H Glass.
 
  -7-
 Kaire
Holdings Incorporated and Subsidiaries
 Notes
to Consolidated Financial Statements
 March
31, 2008
  1.           Summary of Significant
Accounting Policies (continued)
 
 Merger and Corporate
Structure (continued)
 
 The
accompanying financial statements present the historical financial condition,
results of operations and cash flows of H&H Glass prior to the
Merger.
 
 The
significant acquired assets and liabilities are noted as follows:
 
 Kaire
      Holdings, Inc., and subsidiariesSummary
      Statement of Financial PositionAt
      July 1, 2007AssetsCash
              $
              53,918Total
      Assets
              $
              53,918LiabilitiesAccounts
      payable and accrued expenses
              
              120,661Loans
      payable
              
              250,000Accrued
      liabilities
              
              238,219Total
      Liabilities
              $
              608,880Net
      liabilities assumed
              $
              554,962
 
 
 Principles of
Consolidation
 
 The
consolidated financial statements include the accounts of Kaire and its
wholly-owned subsidiaries (collectively the “Company”).  The Company’s
subsidiaries include H&H Glass, Effective Health, Inc., and
YesRx.com.  Intercompany accounts and transactions have been
eliminated upon consolidation.  The balance sheets as of March 31,
2008, and December 31, 2007, contain the balances of H&H Glass, Kaire and
its other subsidiaries as of those dates.  The statements of
operations for the three-month period ending March 31, 2008, contain three
months’ results of operations of H&H Glass and three months of Kaire
Holdings, Inc., and its other subsidiaries from January 1, 2008 through March
31, 2008.  The statements of operations for the three-month period
ending March 31, 2007, contain the results of operations of only H&H
Glass.
 
 As a
result of the application of reverse takeover accounting, the consolidated
financial statements are issued under the name of the legal parent (Kaire
Holdings, Inc.) but are a continuation of the financial statements of the
wholly-owned legal subsidiary (H&H Glass) and not of the legal
parent.  The control of the assets and business of Kaire Holdings,
Inc., is deemed acquired in consideration for the issue of additional capital by
H&H Glass.
 
 
 Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles 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.  Significant estimates include allowance for doubtful
accounts.
  -8-
 Kaire
Holdings Incorporated and Subsidiaries
 Notes
to Consolidated Financial Statements
 March
31, 2008
  1.           Summary of Significant
Accounting Policies (continued)
 
 Cash and Cash
Equivalents
 
 For
purposes of the statements of cash flows, cash equivalents include amounts
invested in a money market account with a financial institution.  The
Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.  Cash equivalents are
carried at cost, which approximates market.
 
 
 Revenue
Recognition
 
 The
Company recognizes product revenue provided that (1) persuasive evidence of an
arrangement exists, (2) delivery to the customer has occurred, (3) the selling
price is fixed or determinable and (4) collection is reasonably assured. 
Delivery is considered to have occurred when title and risk of loss have
transferred to the customer.  The price is considered fixed or
determinable when it is not subject to refund or adjustments.
 
 
 Concentration of credit
risk
 
 The
Company, at times, maintains cash balances in excess of the federally insured
limit of $100,000 per institution.  The uninsured balance as of March
31, 2008, was $5,147.  The uninsured balance as of December 31, 2007,
was $28,010.
 
 The
Company had unsecured short-term investments totaling $252,231 at both March 31,
2008 and at December 31, 2007.
 
 Accounts
receivable are typically unsecured.  The Company performs ongoing
credit evaluations of its customers’ financial condition.  It
generally requires no collateral and maintains reserves for potential credit
losses on customer accounts, when necessary.  As of March 31, 2008,
86.0% of H&H Glass’s Accounts Receivable were attributable to five
customers.  As of December 31, 2007, 92.5% of H&H Glass’s Accounts
Receivable were attributable to five customers.
 
 H&H
Glass purchased 100% of its glass from one vendor in the three-month periods
ending March 31, 2008 and 2007.  During the three-month period ending
March 31, 2008 and 2007, H&H Glass purchased $3,169,576 and $2,169,979 of
products from this vendor, respectively.  This concentration is due to
the relatively small size of H&H Glass’s orders.  H&H Glass’s
specialized short-run custom orders generally are not attractive to larger glass
manufacturers.  As customer orders have been growing in size, H&H
Glass has begun to seek and use additional suppliers.
 
 
 Net Earnings per
Share
 
 Earnings
per common share is computed on the weighted average number of common shares
outstanding during each year.  Basic earnings per share is computed as
net loss applicable to common stockholders divided by the weighted average
number of common shares outstanding for the period.  Diluted earnings
per share 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.
  -9-
 Kaire
Holdings Incorporated and Subsidiaries
 Notes
to Consolidated Financial Statements
 March
31, 2008
  1.           Summary of Significant
Accounting Policies (continued)
 
 Consignment
Inventory
 
 H&H
Glass’s inventory at March 31, 2008, and December 31, 2007, consists of goods
returned by a customer and is stated at the lower of cost or estimated net
realizable value.
 
 
 Property and
Equipment
 
 Property
and equipment are stated at cost.  Depreciation is computed for
financial reporting purposes using the straight-line method over the estimated
useful lives of the assets.  The Company uses other depreciation
methods (generally accelerated) for tax purposes.  Repairs and
maintenance that do not extend the useful life of property and equipment are
charged to expense as incurred.  When property and equipment are
retired or otherwise disposed of, the asset and its accumulated depreciation are
removed from the accounts, and the resulting profit or loss is reflected in
income.
 
 The
estimated service lives of property and equipment are principally as
follows:
 
 Computers
      and equipment
              3-5
      yearsFurniture
      & Fixtures
              5-7
      years
 
 
 Income
Taxes
 
 The
Company accounts for its income taxes using the Financial Accounting Standards
Board Statements of Financial Accounting Standards No. 109, “Accounting for
Income Taxes,” which requires the establishment of a deferred tax asset or
liability for the recognition of future deductible or taxable amounts and
operating loss and tax credit carryforwards.  Deferred tax expense or
benefit is recognized as a result of timing differences between the recognition
of assets and liabilities for book and tax purposes during the
year.
 
 Deferred
tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled.  Deferred tax assets are
recognized for deductible temporary differences and operating loss, and tax
credit carryforwards.  A valuation allowance is established to reduce
the deferred tax asset if it is “more likely than not” that the related tax
benefits will not be realized.
 
 In July
2006, the Financial Accounting Standards Board issued FASB Interpretation No.
48, “Accounting for Uncertainty in Income Taxes.”  The Interpretation
requires that realization of an uncertain income tax position must be estimated
as “more likely than not” (i.e., greater than 50% likelihood of receiving a
benefit) before it can be recognized in the financial
statements.  Further, the Interpretation requires the recognition of
tax benefits recorded in the financial statements to be based on the amount most
likely to be realized assuming a review by tax authorities having all relevant
information.  The Interpretation also clarifies the financial
statement classification of tax-related penalties and interest and sets forth
new disclosures regarding unrecognized tax benefits.  The Company
adopted the Interpretation in the first quarter 2007.  The Company had
minimal impact from adoption of this Interpretation.
  -10-
 Kaire
Holdings Incorporated and Subsidiaries
 Notes
to Consolidated Financial Statements
 March
31, 2008
  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, accounts
receivable, accounts payable and accrued liabilities, the carrying amounts
approximate fair value due to their short maturities.
 
 
 Stock-Based
Compensation
 
 Effective
January 1, 2006, the Company has adopted the fair-value-based method of
accounting prescribed in Financial Accounting Standards Board Statement No. 123R
(Accounting for Stock-Based Compensation) for its employee stock option
plans.
 
 Specifically,
the Company adopted SFAS No. 123R using the “prospective
method.”  This statement replaced FAS-123, Accounting for Stock-Based
Compensation, supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees, and amends FAS-95, Statement of Cash
Flows.  FAS-123R requires companies to apply a fair-value-based
measurement method in accounting for shared-based payment transactions with
employees and to record compensation cost for all stock awards granted after the
required effective date and for awards modified, repurchased or cancelled after
that date.  The scope of FAS-123R encompasses a wide range of
share-based compensation arrangements, including share options, restricted share
plans, performance-based awards, share appreciation rights, and employee share
purchase plans.  All employee stock option grants made since the
beginning of fiscal 2005 have been expensed over the related stock option
vesting period based on the fair value at the date the options are
granted.  Prior to fiscal 2005, the Company applied Accounting
Principles Board Opinion (APB) No. 25, “Accounting for Stock Issued to
Employees,” and related interpretations in accounting for stock
options.  The Company did not have any unvested employee stock options
or warrants outstanding at March 31, 2008 or December 31, 2007.
 
 
 Comprehensive Income
(Loss)
 
 Statement
of Financial Accounting Standards No. 130, “Reporting Comprehensive Income”
(SFAS 130) established 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.  The
Company does not incur currency translation adjustments because all transactions
with foreign companies are denominated in US Dollars.  The Statement
requires only additional disclosures in the consolidated financial statements
and does not affect the Company’s financial position or results of
operations.
 
 
 Reclassifications
 
 Certain
amounts in the 2007 financial statements have been reclassified to conform to
the 2008 presentations.  These reclassifications had no effect on
previously reported results of operations or retained earnings.
  -11-
 Kaire
Holdings Incorporated and Subsidiaries
 Notes
to Consolidated Financial Statements
 March
31, 2008
  1.           Summary of Significant
Accounting Policies (continued)
 
 Advertising
Costs
 
 The
Company expenses advertising and marketing costs as they are
incurred.  There were no advertising and marketing costs for the
three-month period ending March 31, 2008 and 2007.
 
 
 Long–Lived
Assets
 
 In
accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144,
“Accounting for the Impairment or Disposal of Long-Lived Assets” the Company
periodically evaluates the carrying value of long-lived assets to be held and
used, including intangible assets, when events and circumstances warrant such a
review.  The carrying value of a long-lived asset is considered
impaired when the anticipated discounted cash flow from such asset is separately
identifiable and is less than its carrying value.  In that event, a
loss is recognized based on the amount by which the carrying value exceeds the
fair market value of the long-lived asset.  Fair market value is
determined primarily using the anticipated cash flows discounted at a rate
commensurate with the risk involved.  Losses on long-lived assets to
be disposed of are determined in a similar manner, except that fair market
values are reduced for the cost to dispose.
 
 
 Recent Accounting
Pronouncements
 
 In
September 2006, the FASB issued FAS No. 157, “Fair Value Measurements”
(“FAS 157”) which provides guidance for using fair value to measure assets
and liabilities.  It also responds to investors’ requests for expanded
information about the extent to which companies measure assets and liabilities
at fair value, the information used to measure fair value, and the effect of
fair value measurements on earnings.  FAS 157 applies whenever other
standards require (or permit) assets or liabilities to be measured at fair
value, and does not expand the use of fair value in any new circumstances. 
FAS 157, as originally issued, was effective for fiscal years beginning
after November 15, 2007.  In February 2008, the FASB issued FASB
Staff Position No. FAS 157-2, “Effective Date of FASB Statement
No. 157” (“FSP 157-2”), to partially defer FASB Statement
No. 157, “Fair Value Measurements” (“FAS 157”).  FSP 157-2
defers the effective date of FAS 157 for nonfinancial assets and
nonfinancial liabilities, except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis (at least annually), to
fiscal years, and interim periods within those fiscal years, beginning after
November 15, 2008.  The Company adopted FAS 157 effective
January 1, 2008, and the adoption of FAS 157 had no material impact to its
consolidated financial position or results of operations.
 
 In
February 2007, the FASB issued FAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities—Including an amendment of FASB
Statement No. 115” (“FAS 159”).  FAS 159 expands the use of
fair value accounting but does not affect existing standards, which require
assets or liabilities to be carried at fair value.  Under
FAS 159, a company may elect to use fair value to measure accounts and
loans receivable, available-for-sale and held-to-maturity securities, equity
method investments, accounts payable, guarantees and issued
debt.  Other eligible items include firm commitments for financial
instruments that otherwise would not be recognized at inception and non-cash
warranty obligations where a warrantor is permitted to pay a third party to
provide the warranty goods or services.  If the use of fair value is
elected, any upfront costs and fees related to the item must be recognized in
earnings and cannot be deferred, e.g., debt issue costs.  The
fair value election is irrevocable and generally made on an
instrument-by-instrument basis, even if
 1.           Summary of Significant
Accounting Policies (continued)
 
 Recent Accounting
Pronouncements (continued)
 
 a company
has similar instruments that it elects not to measure based on fair
value.  At the adoption date, unrealized gains and losses on existing
items for which fair value has been elected are reported as a cumulative
adjustment to beginning retained earnings.  Subsequent to the adoption
of FAS 159, changes in fair value are recognized in earnings. 
FAS 159 is effective for fiscal years beginning after November 15,
2007.  The Company adopted FAS 159 effective January 1, 2008, and the
adoption of FAS 159 had no material impact to its consolidated financial
position, results of operations or cash flows.
  In March
2008, the FASB issued Statement of Financial Accounting Standards No. 161,
“Disclosures about Derivative Instruments and Hedging Activities” (“FAS
161”).  FAS 161 requires entities to provide enhanced disclosures
about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement of Financial Accounting Standards No. 133, “Accounting for
Derivative Instruments and Hedging Activities” (“FAS 133”) and its related
interpretations, and (c) how derivative instruments and related hedged
items affect an entity’s financial position, financial performance, and cash
flows.  FAS 161 is effective for fiscal years and interim periods
beginning after November 15, 2008, and early adoption is
permitted.  The Company is in the process of reviewing the potential
impact of FAS 161.
 
 In April
2008, the FASB issued FASB Staff Position (“FSP”) No. FAS 142-3, “Determination
of the Useful Life of Intangible Assets,” (“FSP No. 142-3”).  The
intent of this FSP is to improve consistency between the useful life of a
recognized intangible asset under SFAS No. 142, “Goodwill and Other
Intangible Assets” (“SFAS No. 142”), and the period of expected cash flows
used to measure the fair value of the intangible asset under SFAS
No. 141R.  FSP No. 142-3 will require that the determination
of the useful life of intangible assets acquired after the effective date of
this FSP shall include assumptions regarding renewal or extension, regardless of
whether such arrangements have explicit renewal or extension provisions, based
on an entity’s historical experience in renewing or extending such arrangements.
 In addition, FSP No. 142-3 requires expanded disclosures regarding
intangible assets existing as of each reporting period.  FSP 142-3 is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those years.  Early
adoption is prohibited.  The Company is currently evaluating the impact
that FSP No. 142-3 will have on its financial statements.
  Other
recent accounting pronouncements issued by the FASB (including its EITF), the
American Institute of Certified Public Accountants (“AICPA”) and the SEC did not
or are not believed by management to have a material impact on the Company’s
present or future financial statements.
 
 
 
 2.           Preferred Stock
Transactions
 
 The
agreement with the former holders of Kaire’s convertible debt states that all
debt and related convertible interest would be converted into fixed rate
convertible preferred shares at an exercise price fixed on a post-reverse split
basis of $3 per share, and that 866,667 shares would have to be issued in order
to retire the debt.  The agreement states that the shares will be
issued after the Company completes a reverse stock split in early fiscal 2008
and changes its state of domicile from Delaware to Nevada.
  -12-
 Kaire
Holdings Incorporated and Subsidiaries
 Notes
to Consolidated Financial Statements
 March
31, 2008
  2.           Preferred Stock Transactions
(continued)
 
 The
Company has deemed these shares to have been issued concurrent with the
merger.  The Company has recorded 173,333,333 shares at $0.001 par
value to retire debt and interest totaling $2,624,170.  Preferred
shares are convertible into common shares on a 1:1 ratio at a fixed rate of $3
per share (post reverse split).  Preferred shares have no voting
rights and earn no dividends.
 
 Statement
of Financial Accounting Standards No. 150: Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity (FAS 150)
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and
equity.
 
 A
mandatorily redeemable financial instrument shall be classified as a liability
unless the redemption is required to occur only upon the liquidation or
termination of the reporting entity.  A financial instrument issued in
the form of shares is mandatorily redeemable if it embodies an unconditional
obligation requiring the issuer to redeem the instrument by transferring its
assets at a specified or determinable date (or dates) or upon an event certain
to occur.  A financial instrument that embodies a conditional
obligation to redeem the instrument by transferring assets upon an event not
certain to occur becomes mandatorily redeemable—and, therefore, becomes a
liability—if that event occurs, the condition is resolved, or the event becomes
certain to occur.
 
 Based on
the assessment of FAS 150, the Company determined that the preferred shares
are not mandatorily redeemable and are properly classified as equity in the
accompanying financial statements.
 
 
 
 3.           Common Stock
Transactions
 
 Common stock transactions
during the three months ending March 31, 2008:
 
 None
 
 Common stock transactions
during the three months ending March 31, 2007:
 
 None
 
 
 
 4.           Related Party
Transactions
 
 Allen
Lin
 
 The
Company paid Mr. Allen Lin, President of H&H Glass and a member of the board
of directors of the Company, salary of $50,001 and $45,000 for the three-month
periods ended March 31, 2008 and 2007, respectively.  Mr. Lin also
received $1,500 in director’s fees for the three-month period ending March 31,
2008.
  -13-
 Kaire
Holdings Incorporated and Subsidiaries
 Notes
to Consolidated Financial Statements
 March
31, 2008
  4.           Related Party Transactions
(continued)
 
 Josephine
Lin
 
 Josephine
Lin, Mr. Lin’s wife, is employed by the Company and was paid salary of $12,600
and $12,000 for the three-month periods ended March 31, 2008 and 2007,
respectively.
 
 
 
 5.           Accounts
Receivable
 
 The
Company recognizes product revenue provided that (1) persuasive evidence of an
arrangement exists, (2) delivery to the customer has occurred, (3) the selling
price is fixed or determinable and (4) collection is reasonably assured. 
Delivery is considered to have occurred when title and risk of loss have
transferred to the customer.  The price is considered fixed or
determinable when it is not subject to refund or adjustments.
 
 Outbound
shipping and handling charges are included in net sales.  H&H
Glass assumes responsibility for all glass shipments until they are received by
and approved by their customers.  Accounts receivable are
unsecured.  The Company performs ongoing credit evaluations of its
customers’ financial condition.  It generally requires no collateral
and maintains reserves for potential credit losses on customer accounts, when
necessary.  At March 31, 2008 and December 31, 2007, H&H Glass had
no reserves for doubtful accounts, as the Company believes that all of its
accounts receivable are fully collectible.
 
 Accounts
receivable as of March 31, 2008 and December 31, 2007, were $3,054,893 and
$3,776,186, respectively.  At March 31, 2008, five customers accounted
for 86.0% of all accounts receivable.  At December 31, 2007, these
five customers accounted for 92.5% of all accounts receivable.
 
 
 
 6.           Property and
Equipment
 
 H&H
Glass’s property and equipment at March 31, 2008 and December 31, 2007,
consisted of the following:
 
 2007
              
              2006Furniture
      and fixtures
              $
              14,552
              
              $
              14,552Computers
      and equipment
              
              23,452
              
              
              23,45238,004
              
              
              38,004Less
      accumulated depreciation
              
              (27,378)
              
              
              (26,019)Total
              $
              10,626
              
              $
              11,985
 
 
 H&H
Glass recorded depreciation expense for the three-month period ending March 31,
2008 and 2006, of $1,359 and $1,193, respectively.
  -14-
 Kaire
Holdings Incorporated and Subsidiaries
 Notes
to Consolidated Financial Statements
 March
31, 2008
  7.           Accounts Payable and Accrued
Expenses
 
 Accounts
payable and accrued expenses at March 31, 2007 and December 31, 2007, consisted
of the following:
 
 2008
              
              2007Accounts
      payable
              $
              2,173,824
              
              $
              3,017,709Accrued
      professional and related fees
              
              74,725
              
              
              93,225Accrued
      settlements
              
              25,692
              
              
              25,692Total
              $
              2,274,241
              
              $
              3,136,626
 
 
 
 8.           Notes
Payable
 
 In
February 2007, Kaire issued two promissory notes for an aggregate of $250,000,
with interest on the unpaid principal balance at eight percent (8%) per
annum.  The notes were originally due October 1, 2007, but were
extended to June 30, 2008.  Interest accrued on these notes at March
31, 2008 and December 31, 2007, is $21,667 and $16,667,
respectively.
 
 These two
notes and their accrued interest were included in the liabilities assumed by
H&H Glass in the reverse merger.
 
 
 
 9.           Commitments and
Contingencies
 
 Litigation
 
 The
Company is periodically involved in legal actions and claims that arise as a
result of events that occur in the normal course of operations.  The
Company is not currently aware of any formal legal proceedings or claims that
the Company believes will have, individually or in the aggregate, a material
adverse effect on the Company’s financial position or results of
operations.
 
 Leases
 
 Operating
leases
 
 H&H
Glass rents 2,887 square feet of office space at 7700 Irvine Center Drive in
Irvine, California.  The lease began on January 1, 2005, and expires
on August 31, 2008.  As of March 31, 2008, total monthly base rent is
$6,496.  Until a new lease is negotiated, future minimum lease
payments are as follows:
 
 Year
      ended December 31,2008
              $
              32,480Thereafter
              
              -$
              32,480
 
 
 9.           Commitments and
Contingencies (continued)
 
 Leases
(continued)
 
 Operating
leases (continued)
 
 H&H
Glass recorded rent expense for the three months ending March 31, 2008 and 2007,
of $20,203 and $19,054, respectively.
 
 
 
 10.           Earnings per
Share
 
 Earnings
per share have been calculated using the weighted average number of shares
outstanding during each period.  The Company’s Convertible Preferred
Shares constituted potentially dilutive securities as of March 31,
2008.  Earnings per share at March 31, 2007, is calculated using the
number of common shares issued to effect the business combination as being
outstanding during the entire period.
 
 Earnings
(loss) per share of common stock are calculated as follows:
 
 For
      the Three Months Ended March 31,2008
              
              2007BASIC
      EARNINGS PER SHARE OF
                COMMON
      STOCK:Net
      earnings available to common stockholders
              $
              69,491
              
              $
              87,766Weighted
      average common shares outstanding
              
              900,000,000
              
              
              783,000,000Basic
      earnings per share of common stock
              $
              0.00
              
              $
              0.00DILUTED
      EARNINGS PER SHARE OF
                COMMON
      STOCK:Net
      earnings available to common stockholders
              $
              69,491
              
              $
              87,766Weighted
      average common shares outstanding
              
              900,000,000
              
              
              783,000,000Effect
      of dilutive securities:Options
              
              -
              
              
              -Convertible
      preferred stock
              
              173,333,333
              
              
              -Weighted
      average common shares outstanding after effect of dilutive
      securities
              
              1,073,333,333
              
              
              783,000,000Diluted
      earnings per share of common stock
              $
              0.00
              
              $
              0.00
  -15-
 Kaire
Holdings Incorporated and Subsidiaries
 Notes
to Consolidated Financial Statements
 March
31, 2008
  11.           Fair Value
Measurements
 
 In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” (SFAS
157), which is effective for fiscal years beginning after November 15, 2007 and
for interim periods within those years.  This statement defines fair
value, establishes a framework for measuring fair value and expands the related
disclosure requirements.  The statement indicates, among other things,
that a fair value measurement assumes that the transaction to sell an asset or
transfer a liability occurs in the principal market for the asset or liability
or, in the absence of a principal market, the most advantageous market for the
asset or liability based upon an exit price model.
 
 In
accordance with SFAS 157, the following table represents the Company’s fair
value hierarchy for its financial assets (cash, cash equivalents and short-term
investments) measured at fair value on a recurring basis as of March 31,
2008:
 
 Securities
      Owned
              Level
      1
              
              Level
      2
              
              Level
      3
              
              TotalShort-term
      investments
              $
              252,231
              
              $
              -
              
              $
              -
              
              $
              252,231Total
              $
              252,231
              
              $
              -
              
              $
              -
              
              $
              252,231
 
 
 
 12.           Merger with H&H Glass,
Inc.
 
 On July
2, 2007, Kaire completed the merger with H&H Glass, Inc., a privately held
company.  The acquisition has been accounted for as a reverse merger
(recapitalization), with H&H Glass deemed to be the accounting
acquirer.  Accordingly, the historical financial statements presented
herein are those of H&H Glass, as adjusted to give effect to the stock of
Kaire (the legal acquirer) since the Merger.
 
 The
following unaudited pro forma consolidated results of operations have been
prepared as if the merger had occurred at January 1, 2007:
 
 March
      31, 2007Sales
              $
              2,956,750Cost
      of goods sold
              
              (2,631,121)Operating
      expenses
              
              (284,042)Net
      other income
              
              6,050Net
      income
              
              47,637Unrealized
      gain on investments
              
              27,270Comprehensive
      income
              $
              74,907Net
      income per share – basic and diluted
              $
              0.00
 
 
 The pro
forma information is presented for informational purposes only and is not
necessarily indicative of the results of operations that actually would have
been achieved had the merger been consummated as of that time, nor is it
intended to be a projection of future results.
 
  -16-
 Kaire
Holdings Incorporated and Subsidiaries
 Notes
to Consolidated Financial Statements
 March
31, 2008
  13.           Subsequent
Events
 
 The
following two actions were taken by written consent by the majority shareholders
of Kaire Holdings, Inc. dated January 7, 2008.  The proxy was mailed
on February 26, 2008.
 
 First the
Company filed Amendments (the “Certificate Amendment”) to the Company’s
certificate of incorporation, as amended (the “Certificate of Incorporation”) to
effect the following: a) to effect a reverse stock split of issued and
outstanding common stock at a ratio of at least 1-for-100 and up to 1-for-200,
the exact ratio subject to the definitive action of the Board of Directors (the
“Board of Directors”) within 120 days after the date of the stockholder
approval, and retain the current number of authorized shares and the par value
of common stock reflected in the Company’s Certificate of Incorporation, b) to
change the Company’s name to “International Packaging and Logistics
Corporation”, and c) to authorize 50,000,000 shares of blank-check preferred
stock.  The Certificate of Amendment was certified by the state of
Nevada on April 28, 2008.  NASDAQ is still processing the paperwork;
therefore, an effective date has not yet been determined.
 
 The
second action changed the state of incorporation from Delaware to Nevada,
effective April 17, 2008.





-17-
 Kaire
Holdings Incorporated
 and
Subsidiaries
 March
31, 2008


Item
2.                      Management's Discussion and Analysis
of Financial Condition and Results of Operations.
 
 SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS’
 
 This
Quarterly Report on Form 10-Q contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934.  In some cases, forward-looking statements
are identified by terms such as “may”, “will”, “should”, “could”, “would”,
“expects”, “plans”, “anticipates”, “believes”, “estimates”, “projects”,
“predicts”, “potential”, and similar expressions intended to identify
forward-looking statements. Such statements include, without limitation,
statements regarding:
 
 •
      fluctuations in, oil or gas production or in oil or gas
    prices
 •
      estimates of required capital
expenditures
 •
      fluctuations in the cost of drilling, completion and oil production or
      other costs of production and
operations
 •
      our inability to meet growth
projections
 •
      our plans and expectations with respect to future acquisitions of oil and
      gas rights leases
 •
      the expected benefits and results from our geophysical research and
      development efforts;
 •
      our belief that we will have sufficient liquidity to finance operations
      into early 2009;
 •
      the amount of cash necessary to operate our
  business;
 •
      our ability to raise additional capital when
  needed;
 •
      general economic conditions; and
 •
      the anticipated future financial performance and business operations of
      our company.
 
 These
forward-looking statements are only predictions and involve known and unknown
risks, uncertainties, and other factors that may cause our actual results,
levels of activity, performance, or achievements to be materially different from
any future results, levels of activity, performance, or achievements expressed
or implied by such forward-looking statements. Also, these forward-looking
statements represent our estimates and assumptions only as of the date of this
Report.  Except as otherwise required by law, we expressly disclaim
any obligation or undertaking to release publicly any updates or revisions to
any forward-looking statement contained in this Report to reflect any change in
our expectations or any change in events, conditions, or circumstances on which
any of our forward-looking statements are based or to conform to actual
results.  We qualify all of our forward-looking statements by these
cautionary statements.
 
 You
should read this section in combination with the section entitled Management’s
Discussion and Analysis of Financial Condition and Results of Operations for the
year ended December 31, 2007 included in our Annual Report on Form 10-KSB for
the year ended December 31, 2007.
 
 
 
 
 -18-
 
 
 
 
 Overview
 
 We import
glass containers from Asia and distribute to the North American market including
Canada. This was a result of Kaire Holdings, Inc. (“Kaire”) acquiring H&H
Glass in January of 2007.  Kaire closed its pharmacy business in
February 2007.
 
 H&H
Glass is a small to mid size glass importer that supplies custom products such
as perfume bottles to food condiment bottles, plus provides complementary
services such as product design and the making of product
molds.  H&H Glass acquires its products from 3 to 5 suppliers in
China and Taiwan and sells its products through several distributors in the
United States and Canada, whose services small to medium sized
customers.    H&H imports in excess of 1,000 containers
of glass a year.  Depending on the size of the product a containers
can contain anywhere from 3,000 to 300,000 pieces.
 
 
 Plan of
Operation
 
 Our
general operating plan up is as follows:
 
 Short
Term
 
 ·Continue
      growing revenue and profits through the existing
  business;·To
      meet the challenge of the declining US currency while maintaining revenue
      and profitability - our goal will be to  focus closely on
      product mix and improve our gross margin;·To
      expand the supply network for our products;·Expand
      our current business model to include other areas that fall within our
      distribution expertise such as packaging that uses plastic and acrylic
      material.
 
 Long
Term
 
 ·To
      expand our service into other areas such as Europe and Australia through
      the same supplier channel.  Our existing business model copies
      to other markets naturally.
 
  Results of
Operations
 
 Three
months ending March 31, 2008 and 2007
 
 Revenue:
 
 For the
three months ending March 31, 2008 and 2007, revenues were approximately
$4,386,406 and $2,956,750 respectively, for an increase of $1,429,656 (48.4%)
over the same period in 2007. The increase in revenue is a mainly due to price
increase of 5% as well as increased general activities with existing
customers.
 
 
 -19-
 
 Cost of Goods
Sold:
 
 Cost of
goods sold for the three months ending March 31, 2008 and 2007 were $3,922,932
and $2,631,121 respectively, for an increase of $1,291,811 (49.1%) over the same
period in 2007. This increase is a direct result of the increase in
sales.  The increase is mainly a result of an increase in ocean
freight of $166,650 (42.5%) over the same period in the prior year due to the
increased cost of shipping (such as fuel costs), plus an increase in the cost of
product of $1,119,097 (51.7%) over the prior period due mainly to a shortage of
materials.
 
 Gross
Profit:
 
 Gross
profit was $463,474 and $325,629 for the three months ending March 31, 2008 and
2007, an increase of $137,845 (42.3%) over the same period in
2007.   The gross profit margin as a percent of sales for the
three months ending March 31, 2008 and 2007 was 10.6% and 11.0 % respectively or
a decrease of .4%.  The decrease in gross profit percentage was mainly
attributable to an increase in the cost of product which accounted for 1.0% of
the overall decrease, offset by ocean freight which accounted for a 0.3%
decrease in Gross profit.
 
 Operating
Expenses:
 
 Operating
expenses for the three month period ending March 31, 2008 and 2007 were $333,922
and $243,913 respectively for an increase of $90,009 (36.9%).  The
$90,009 increase in operating expenses was attributable to increases in the
following:
 OPERATINGEXPENSES3/31/2007
              
              3/31/2008
              
              $
      VAR
              
              %
      VARSalaries
      and Related Expense
              98,244
              
              148,499
              
              50,255
              
              51.2%
              Increases
      to base salariesBonuses
              14,000
              
              -
              
              (14,000)
              
              (100.0%)
              Discretionary
      expense – not incurred in 2008Rent
              19,054
              
              20,203
              
              1,149
              
              6.0%
              Increase
      per terms of leaseInsurance
      Expense
              24,409
              
              33,553
              
              9,144
              
              37.5%
              Increase
      in ratesAccounting
              -
              
              10,000
              
              10,000
              
              100.0%
              Quarter
      one accounting review expensesTravel
      Expense
              57,946
              
              72,856
              
              14,910
              
              25.7%
              Cost
      of Traveling is higher than last yearOutside
      Services
              -
              
              8,059
              
              8,059
              
              100.0%
              Proxy
      printing cost, tax footnote feeAll
      others
              30,260
              
              40,752
              
              10,492
              
              34.7%243,913
              
              333,922
              
              90,009
              
              36.9%
 
 Other Income
(Expenses):
 
 Interest
income for the three months ending March 31, 2008 and 2007 was $4,052 and $6,050
respectively for a decrease of $1,998 (33.0%) as a result of a smaller sum of
money being left in the bank to earn interest.  Interestexpense of$5,000 for the three
months ending March 31, 2008 is the interest on two promissory notes issued in
February 2007 that total $250,000 in the aggregate.  There was no
equivalent expense in the previous year.
 
 Federal Income
Tax
 
 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
  
 -20-
 
 Liquidity and Capital
Resources
 
 Cash flow
used in operations for the three months ending March 31, 2008 amounted to
$19,669, which mainly consisted the income for the three months ending March 31,
2008 of $69,491 plus the following; 1) depreciation expense of $1,359, 2)
increase in account receivable of $711,293, 3) an increase in accrued expenses
of $144,977 offset by a decrease in accounts payable of $1,002,364, 4) decrease
in prepaid taxes of $15,002, and 5) increase in taxes payable of
$40,573.
 
 The
decrease in accounts receivable is a result of more timely receipt of payments
in 2008..  The decrease in accounts payable and accrued expenses
consists of a decrease in accounts payable for products of
$843,885,  and a decrease
in  accrued  professional fees of $18,500.
 
 On March
31, 2008 the Company had total assets of $3,736,688 compared to $4,484,011 on
December 31, 2007, a decrease of $747,323or 16.7%.  The Company had a
total stockholder's equity of $913,162 on March 31, 2008, compared to a
stockholder’s equity of $843,673 on December 31, 2007, an increase of $69,489
(8.2%).  As of March 31, 2008 the Company's working capital position
increased by $70,848 (11.3%) from working capital of $628,163 at December 31,
2007 to working capital of $699,011 at March 31, 2008.  This increase
is a result of a decrease in accounts receivables offset by a larger decrease in
accounts payable and accrued expenses.
 
 Capital
Resources
 
 Over the
next twelve months, management is of the opinion that sufficient working capital
will be obtained from operations.
 
 Subsequent
Events:
 
 The
following two actions were taken by written consent by the majority shareholders
of Kaire Holdings, Inc. dated January 7, 2008.  (The proxy was mailed
on February 26, 2008).
 
 First the
Company filed Amendments (the “Certificate Amendment”) to the Company’s
certificate of incorporation, as amended (the “Certificate of Incorporation”) to
effect the following: a) to effect a reverse stock split of issued and
outstanding common stock at a ratio of at least 1-for-100 and up to 1-for-200,
the exact ratio subject to the definitive action of the Board of Directors (the
“Board of Directors”) within 120 days after the date of the stockholder
approval, and retain the current number of authorized shares and the par value
of common stock reflected in the Company’s Certificate of Incorporation, b) to
change the Company’s name to “International Packaging and Logistics
Corporation”, and c) to authorize 50,000,000 shares of blank-check preferred
stock.  The Certificate of Amendment was certified by the state of
Nevada on April 28, 2008.   NASDAQ is still processing the
paperwork , therefore, an effective date has not yet been
determined
 
 The
second action changed the state of incorporation from Delaware to Nevada via
conversion.  This took effect on April 17, 2008
 
  -21-
  ITEM 4T.
CONTROLS AND PROCEDURES
  Disclosure
Controls and Procedures
 
 As
of March 31, 2008, under the supervision and with the participation of the
Company's Chief Executive Officer and the Chief Financial Officer, management
has evaluated the effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based on that evaluation, the Chief
Executive Officer and the Chief Financial Officer have concluded that the
Company's disclosure controls and procedures were not effective as of March 31,
2008.
 
 Changes
in Internal Control over Financial Reporting
 
 There
were no changes in internal control over financial reporting that occurred
during the last fiscal quarter covered by this report that have materially
affected, or are reasonably likely to affect, the Company's
 internal
control over financial reporting.
 
 Management's
Report on Internal Control over Financial Reporting
 
 Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in the Securities
Exchange Act of 1934 Rule 13a-15(f). Our Chief Executive Officer and Chief
Financial Officer conducted an evaluation of the effectiveness of our internal
control over financial reporting based on the framework in Internal Control -
Integrated Framework, issued by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO Framework").
 
 Based
on this evaluation, management has concluded that our internal control over
financial reporting was not effective as of March 31, 2008.  Our
principal Chief Executive Officer and Chief Financial Officer concluded we have
a material weakness due to lack of segregation of duties. Our size has prevented
us from being able to employ sufficient resources to enable us to have an
adequate level of supervision and segregation of duties within our internal
control system. There is one person involved in processing of transactions.
Therefore, it is difficult to effectively segregate accounting
duties.
 As
a result of this material weakness we had implemented remediation procedures
whereby in December 2007 we have hired an additional administrative person and
will retain an outside professional firm to assist in the separation of duties
on an ongoing basis.  We will continue to monitor and assess the costs
and benefits of additional staffing.
 
 This
quarterly report does not include an attestation report of the Company's
independent registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to
 attestation
by the Company's independent registered public accounting firm pursuant to
temporary rules of the SEC that permit the company to provide only management's
report on internal control in this annual report.
  CONTROLS
AND PROCEDURES
  After
evaluating the effectiveness of our "disclosure controls and procedures" (as
defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as
of the end of the period covered by this Quarterly Report on Form 10-Q (the
"Evaluation Date"), were unable to conclude that as of the Evaluation Date, our
disclosure controls and procedures are effective to provide reasonable assurance
that information we are required to disclose in reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission rules and
forms. We believe that we will have effective internal controls to meet this
requirement prior to the filing of our annual report for the year ended December
31, 2008.
 
 (b)
Changes in internal control over financial reporting. There were no changes in
our internal control over financial reporting during our most recent fiscal
quarter that materially affected, or were reasonably likely to materially
affect, our internal control over financial reporting.
  Limitations
on the Effectiveness of Internal Controls
 
 Disclosure
controls and procedures, no matter how well designed and implemented, can
provide only reasonable assurance of achieving an entity's disclosure
objectives. The likelihood of achieving such objectives is affected by
limitations inherent in disclosure controls and procedures. These include the
fact that human judgment in decision-making can be faulty and that breakdowns in
internal control can occur because of human failures such as simple errors or
mistakes or intentional circumvention of the established process.
 
  -22-
 Kaire
Holdings Incorporated
 and
Subsidiaries
 March
31, 2008
   PART
II.  OTHER INFORMATION
  Item
1.                      Legal
Proceedings
 
  Litigation
  
 H.D. Smith Wholesale Drug
Company – Action for breach of contact and other various causes of
action
 
 On
December 30, 2004 a settlement was reached where Kaire was obligated to pay the
plaintiff $50,000 on behalf of its subsidiary, Classic Care
Pharmacy.  The balance owed as of March 31, 2008 was $25,692, and
Kaire is in breach of this settlement
 
  Except as
otherwise specifically indicated above, management believes that the Company
does not have any material liability for any lawsuits, settlements, judgments,
or fees of defense counsel which have not been paid or accrued as of March 31,
2008.
  
 
 ITEM
2                             Unregistered
Sales of Equity Securities and Use of Proceeds
 
 None
 
 ITEM
3.                  Defaults
Upon Senior Securities
 
 None
 
 ITEM
4.                  Submission
of Matters of a Vote to Security Holders
 
 None
 
 ITEM
5.                  Other
Information
 
 None
 
 ITEM
6.                  Exhibits
 
 
 a)
Exhibits
 
 31.1  Certification
of the Chief Executive Officer pursuant to Rule 13a-14(a)
 ( Section 302 of the
Sarbanes-Oxley Act of 2002)
 
 31.2  Certification
of the Chief Financial Officer pursuant to Rule 13a-14(a)
 ( Section 302 of the
Sarbanes-Oxley Act of 2002)
 
 32.1  Certification of the Chief Executive
Officer pursuant to 18 U.S.C.ss.1350
 (Section 906 of the Sarbanes-Oxley Act
of 2002)
 
 32.2  Certification of the Chief Financial
Officer pursuant to 18 U.S.C.ss.1350
 (Section 906 of the Sarbanes-Oxley Act
of 2002)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  -23-
 Kaire
Holdings Incorporated
 and
Subsidiaries
 March
31, 2008
  
 
 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)
 
 
 
 Dated:  May
19,
2008                                                       By:
/s/Steven  R.Westlund
 Steven
Westlund
 Chief Executive Officer
 Principal Financial Officer and Director
 
 By:
/s/ Allen Lin
 Allen Lin, Director
 President H&H Glass
 
 
 By:
/s/ William Gresher
 William Gresher, Director
 
  -24-