YBCC S8 Registration of securities for employees

As filed with the Securities and Exchange Commission on April 24, 2006 Reg. No. __

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

___________________________________

Kaire Holdings Inc.

(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 No.)

552 Sespe Avenue, Suite D

Fillmore , CA, 93015

(805) 524-0024

(Address of principal executive offices)

________________________________________________

ADVISORY AND CONSULTING AGREEMENTS

(Full title of plan)

________________________________

Steve Westlund

President

552 Sespe Avenue, Suite D

Fillmore , CA, 93015

(805) 524-0024

(Address and telephone number, including area code of agent for service)

Copy to:

Owen Naccarato, Esq.

18301 Von Karman, Suite 430

Irvine, CA 92612

(949) 851-9261

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be Registered	Proposed maximum offering price per share	Proposed maximum Aggregate offering Price	Amount of Registration fee
Common Stock ($.001 par value)	4,986,364	$0.025	$124,659	$13.34

Estimated solely for the purpose of determining the amount of registration fee and pursuant to Rules 457(c) and 457 (h) of the General Rules and Regulations under the Securities Act of 1993, based upon the average of the bid and asked prices per share of the registrant’s common stock reported by the OTC Nasdaq Stock Market on April 19, 2006.

INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

*Information required by Part 1 to be contained in the Section 10(a) prospectus is omitted from the registration statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

Kaire Holdings, Inc. (the “Company”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “SEC”).

(a) the Company’s annual report on Form 10-KSB for the fiscal year ended December 31, 2005 and December 31, 2004;

(b) all other reports filed by the Company pursuant to Section 13(a) or Section 15 (d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since December 31, 2005 through the date hereof;

(d) the Registrant’s Form 8-A filed on July 6, 1984 pursuant to Section 12 of the Exchange Act, in which there is described the terms, rights and provisions applicable to the Registrant’s outstanding Common Stock, and

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

Section 145 of the General Corporation Law of the State of Delaware provides, in general, that a corporation incorporated under the laws of the State of Delaware, such as the registrant, may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than a derivative action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. In the case of a derivative action, a Delaware corporation may indemnify any such person against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or any other court in which such action was brought determines such person is fairly and reasonable entitled to indemnity for such expenses.

Our certificate of incorporation provides that directors shall not be personally liable for monetary damages to our company or our stockholders for breach of fiduciary duty as a director, except for liability resulting from a breach of the director’s duty of loyalty to our company or our stockholders,

intentional misconduct or willful violation of law, actions or inactions not in good faith, an unlawful stock purchase or payment of a dividend under Delaware law, or transactions from which the director derives improper personal benefit. Such limitation of liability does not affect the availability of equitable remedies such as injunctive relief or rescission. Our certificate of incorporation also authorizes us to indemnify our officers, directors and other agents to the fullest extent permitted under Delaware law. Our bylaws provide that the registrant shall indemnify our officers, directors and employees. The rights to indemnity thereunder continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of the person. In addition, expenses incurred by a director or officer in defending any action, suit or proceeding by reason of the fact that he or she is or was a director or officer of our company shall be paid by the registrant unless such officer, director or employee is adjudged liable for negligence or misconduct in the performance of his or her duties.

This means that our certificate of incorporation provides that a director is not personally liable for monetary damages to us or our stockholders for breach of his or her fiduciary duties as a director. A director will be held liable for a breach of his or her duty of loyalty to us or our stockholders, his or her intentional misconduct or willful violation of law, actions or in actions not in good faith, an unlawful stock purchase or payment of a dividend under Delaware law, or transactions from which the director derives an improper personal benefit. This limitation of liability does not affect the availability of equitable remedies against the director including injunctive relief or rescission. Our certificate of incorporation authorizes us to indemnify our officers, directors and other agent to the fullest extent permitted under Delaware law.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

The Exhibits to this registration statement are listed in the index to Exhibits on page 7.

Item 9. Undertakings

The undersigned registrant hereby undertakes that it will:

Undertaking (a)

(1) File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of the Registration Fee" table in the effective registration statement.

(iii) Include any additional or changed material information on the plan of distribution.

(2) For determining any liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

4) For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i) Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424;

ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small

business issuer or used or referred to by the undersigned small business issuer;

iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and

iv) Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing a form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Fillmore, State of California on April 20, 2006.

	Kaire Holdings, Inc.
	By /s/ Steve Westlund
	Steve Westlund, President & Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature Title Date

/s/Steve Westlund Chairman of the Board of Directors April 24, 2006

Steve Westlund and Chief Executive Officer

INDEX TO EXHIBITS

Exhibit

NO.

Description

Sequentially

Numbered Pages

4.1 Consulting Agreement - Randall Jones

4.2 Consulting Agreement - Joseph Maleki

4.3 Consulting Agreement - Jason Griffith

4.4 Consulting Agreement - Stanley Tepper

5.1 Opinion of Counsel, regarding the legality of the securities registered

hereunder.

23.1 Consent of Pohl, McNabola, Berg & Company LLP.

23.2	Consent of Counsel (included as part of Exhibit 5.1)

Exhibit 4.1

CONSULTING AGREEMENT

This Consulting Agreement (the "Consulting Agreement") made as of April 17, 2006, by and between Randall Jones, located at 18301 Von Karman, Suite 430, Irvine, CA 92612, ("Consultant") and Kaire Holdings Incorporated with offices at 552 Sespe Avenue, Suite D, Fillmore CA, 93015 (the "Company").

WITNESSETH

WHEREAS, the Company requires and will continue to require consulting services relating to the maintenance of financial records and the development of financial statements; and

WHEREAS, Consultant can provide the Company with consulting services relating to the maintenance of financial records and the development of financial statements; and

WHEREAS, the Company wishes to induce Consultant to provide these consulting services to the Company,

NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated, it is agreed as follows:

1. APPOINTMENT.

The Company hereby engages Consultant and Consultant agrees to render services to the Company as a consultant upon the terms and conditions hereinafter set forth.

2. TERM.

The term of this Consulting Agreement began as of the date of this Agreement, and shall terminate on September 30, 2006, unless earlier terminated in accordance with paragraph 7 herein or extended as agreed to between the parties.

3. SERVICES.

During the term of this Agreement, Consultant shall provide advice to undertake for and consult with the Company concerning financial records, such as general ledger maintenance and assist management in the preparation of monthly and quarterly financial statements for the January through April 2006 time period, plus for work that was accrued for on the year-end audit and drafting the year-end financial statement and footnotes. The work performed on the 2005 year end reporting has been accrued.

4. COMPENSATION.

The Company will immediately grant Consultant 3,600,000 shares of the Company's Common Stock.

6. REPRESENTATION AND INDEMNIFICATION.

The Company shall be deemed to have been made a continuing representation of the accuracy of any and all facts, material information and data which it supplies to Consultant and acknowledges its awareness that Consultant will rely on such continuing representation in disseminating such information and otherwise performing its advisory functions. Consultant in the absence of notice in writing from the Company, will rely on the continuing accuracy of material, information and data supplied by the Company. Consultant represents that he has knowledge of and is experienced in providing the aforementioned services.

7. MISCELLANEOUS.

Termination: This Agreement may be terminated by either Party upon written notice to the other Party for any reason which shall be effective five (5) business days from the date of such notice. This Agreement shall be terminated immediately upon written notice for material breach of this Agreement.

Modification: This Consulting Agreement sets forth the entire understanding of the Parties with respect to the subject matter hereof. This Consulting Agreement may be amended only in writing signed by both Parties.

Notices: Any notice required or permitted to be given hereunder shall be in writing and shall be mailed or otherwise delivered in person or by facsimile transmission at the address of such Party set forth above or to such other address or facsimile telephone number as the Party shall have furnished in writing to the other Party.

Waiver: Any waiver by either Party of a breach of any provision of this Consulting Agreement shall not operate as or be construed to be a waiver of any other breach of that provision or of any breach of any other provision of this Consulting Agreement. The failure of a Party to insist upon strict adherence to any term of this Consulting Agreement on one or more occasions will not be considered a waiver or deprive that Party of the right thereafter to insist upon adherence to that term of any other term of this Consulting Agreement.

Assignment: The Options under this Agreement are assignable at the discretion of the Consultant.

Severability: If any provision of this Consulting Agreement is invalid, illegal, or unenforceable, the balance of this Consulting Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.

Disagreements: Any dispute or other disagreement arising from or out of this Consulting Agreement shall be submitted to arbitration under the rules of the American Arbitration Association and the decision of the arbiter(s) shall be enforceable in any court having jurisdiction thereof. Arbitration shall occur only in Los Angeles, CA. The interpretation and the enforcement of this Agreement shall be governed by California Law as applied to residents of the State of California relating to contracts executed in and to be performed solely within the State of California. In the event any dispute is arbitrated, the prevailing Party (as determined by the arbiter(s)) shall be entitled to recover that Party's reasonable attorney's fees incurred (as determined by the arbiter(s)).

IN WITNESS WHEREOF, this Consulting Agreement has been executed by the Parties as of the date first above written.

Kaire Holdings Incorporated CONSULTANT

/s/ Steven Westlund /s/ Randall Jones

Steven Westlund Randall Jones

Exhibit 4.2

CONSULTING AGREEMENT

This Consulting Agreement (the "Consulting Agreement") made as of April 17, 2006, by and between Joseph Maleki, located at 18301 Von Karman Avenue, CA 92612 ("Consultant") and Kaire Holdings Incorporated with offices at 552 Sespe Avenue, Suite D, Fillmore CA, 93015 (the "Company").

WITNESSETH

WHEREAS, the Company requires and will continue to require consulting services relating to certain legal matters; and

WHEREAS, Consultant can provide the Company with consulting services relating to certain legal matters, and

WHEREAS, the Company wishes to induce Consultant to provide these consulting services to the Company,

NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated, it is agreed as follows:

1. APPOINTMENT.

The Company hereby engages Consultant and Consultant agrees to render services to the Company as a consultant upon the terms and conditions hereinafter set forth.

2. TERM.

3. SERVICES.

During the term of this Agreement, Consultant shall provide consulting services relating to certain legal matters.

4. COMPENSATION.

The Company will immediately grant Consultant 250,000 shares of the Company's Common Stock.

6. REPRESENTATION AND INDEMNIFICATION.

7. MISCELLANEOUS.

Assignment: The Options under this Agreement are assignable at the discretion of the Consultant.

IN WITNESS WHEREOF, this Consulting Agreement has been executed by the Parties as of the date first above written.

Kaire Holdings Incorporated CONSULTANT

/s/ Steven Westlund /s/ Joseph Maleki

Steven Westlund Joseph Maleki

Exhibit 4.3

CONSULTING AGREEMENT

This Consulting Agreement (the "Consulting Agreement") made as of April 17, 2006, by and between Jason F. Griffith, located in Las Vegas Nevada ("Consultant") and Kaire Holdings Incorporated with offices at 552 Sespe Avenue, Suite D, Fillmore CA, 93015 (the "Company").

WITNESSETH

WHEREAS, the Company requires and will continue to require consulting services relating to the maintenance of financial records and the development of financial statements; and

WHEREAS, Consultant can provide the Company with consulting services relating to the maintenance of financial records and the development of financial statements; and

WHEREAS, the Company wishes to induce Consultant to provide these consulting services to the Company,

NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated, it is agreed as follows:

1. APPOINTMENT.

The Company hereby engages Consultant and Consultant agrees to render services to the Company as a consultant upon the terms and conditions hereinafter set forth.

2. TERM.

3. SERVICES.

During the term of this Agreement, Consultant shall provide advice to undertake for and consult with the Company concerning convertible note valuations and restatement entries and footnotes for financial disclosure on the SEC quarterly and Year end results. These fees have been accrued.

4. COMPENSATION.

The Company will immediately grant Consultant 946,970 shares of the Company's Common Stock.

6. REPRESENTATION AND INDEMNIFICATION.

7. MISCELLANEOUS.

Assignment: The Options under this Agreement are assignable at the discretion of the Consultant.

IN WITNESS WHEREOF, this Consulting Agreement has been executed by the Parties as of the date first above written.

Kaire Holdings Incorporated CONSULTANT

/s/ Steven Westlund /s/ Jason F. Griffith

Steven Westlund Jason F. Griffith

Exhibit 4.4

CONSULTING AGREEMENT

This Consulting Agreement (the "Consulting Agreement") made as of April 17, 2006, by and between Stanley Tepper, located in Las Vegas Nevada ("Consultant") and Kaire Holdings Incorporated with offices at 552 Sespe Avenue, Suite D, Fillmore CA, 93015 (the "Company").

WITNESSETH

WHEREAS, the Company requires and will continue to require consulting services relating to the maintenance of financial records and the development of financial statements; and

WHEREAS, Consultant can provide the Company with consulting services relating to the maintenance of financial records and the development of financial statements; and

WHEREAS, the Company wishes to induce Consultant to provide these consulting services to the Company,

NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated, it is agreed as follows:

1. APPOINTMENT.

The Company hereby engages Consultant and Consultant agrees to render services to the Company as a consultant upon the terms and conditions hereinafter set forth.

2. TERM.

3. SERVICES.

During the term of this Agreement, Consultant shall provide advice to undertake for and consult with the Company concerning the 2005 year end tax footnote and the 2005 consolidated tax returns. These fees have been accrued.

4. COMPENSATION.

The Company will immediately grant Consultant 189,394 shares of the Company's Common Stock.

6. REPRESENTATION AND INDEMNIFICATION.

7. MISCELLANEOUS.

Assignment: The Options under this Agreement are assignable at the discretion of the Consultant.

IN WITNESS WHEREOF, this Consulting Agreement has been executed by the Parties as of the date first above written.

Kaire Holdings Incorporated CONSULTANT

/s/ Steven Westlund /s/ Stanley Tepper

Steven Westlund Stanley Tepper

YBCC (YBAO) S-8Registration of securities for employees