SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2

Registration Statement
Under
The Securities Act of 1933

Kaire Holdings Inc.
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(Exact name of registrant as specified in its charter)

Delaware 8980 13-3367421
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(State or other jurisdiction of (Primary Standard Industrial (I.R.S. employer
incorporation or organization) Classification Code Number identification number)

7348 Bellaire Avenue, North Hollywood, CA 91605
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(Address of Principal Executive Offices) (Zip Code)

Registrant's Address and Telephone number, including area code:

Steven Westlund
Chief Executive Officer
7348 Bellaire Avenue
North Hollywood, California 91605
(818) 255-4996
(Name, Address and Telephone Number of Agent for Service)

Copies of communications to:

Owen Naccarato, Esq.
Naccarato & Associates
19600 Fairchild, Suite 260
Irvine, California 92612
(949) 851-9261

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
List the Securities Act registration statement number of earlier effective
registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

CALCULATION OF REGISTRATION FEE

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Title of each Amount to be Proposed Proposed Exercise Proceeds to Amount of
class of registered (1) maximum maximum price per the Company registration fee
securities to be offering price aggregate share
registered per share offering price

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Common 13,335,704 .11248 (2) 1,500,000 375.00
Shares, par
value $.001
underlying 118,852,460 .122 (3) 14,500,000 3,625.00
secured
convertible
debenture
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Shares 10,409,836 .1485 (4) 1,545,861 386.47
underlying
warrants
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Resale of 15,500,000 .1016 393.70
Common
shares
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Total 158,098,000 4,780.17 *
registration fee
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* This fee is being offset by the fee paid with the filing of the SB-2 on
December 13, 2000.

(1) Represents 158,098,000 shares of Common Stock being offered for resale by
Selling Shareholders, of which 142,598,000 shares being offered for resale are
in connection with a financing (pursuant to the Subscription Agreement dated
October 26, 2000, that was incorporated into the subsequent Modification
Agreement dated March 5, 2001). The Modification Agreement provides for a
funding of $8,000,000. There are two levels of funding: Level One is a "Bridge
Funding" in the form of 8% convertible debentures in the amount of $1,250,000;
and Level Two, "Additional Funding" (which takes place after the effective date
of this Registration Statement) in the form of 8% convertible debentures in the
amount of $6,750,000. The number of shares required to convert the underlying
Level One and Level Two debentures amounts to 66,094,082 shares of common stock.
Pursuant to the Modification Agreement, the Company is required to register 200%
of these shares, for a total of 132,188,163 shares.
Of the total number shares being registered, 10,409,836 warrants are being
registered. Of this total number of warrants, 2,500,000 were issued in
conjunction with the $1,250,000 Bridge Funding, and 7,909,836 warrants will be
issued upon the effectiveness of the Registration Statement. These warrants
have an exercise price of .1485 per share. This presentation is not intended to
constitute a prediction as to the future market price of the Common Stock or as
to the number of shares of Common Stock issuable upon exercise of the
convertible debenture.

An additional 15,500,000 shares are being registered for resale by existing
shareholders. These shares were issued in June of 2000 pursuant to the
registration rights of these shares in connection with the Classic Care
acquisition agreement.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (g) of the Securities Act of 1933, as amended (the
"Securities Act"); and is based on the of the price of $.11248 as per the terms
indicated in Section 4 (1)(b) of the Convertible Debenture and Section
11.1(c)(i) of the Subscription Agreement (See Exhibit Number 10.32) which was
incorporated by the Modification Agreement.

(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (g) of the Securities Act of 1933, as amended (the
"Securities Act"); based on the of the price of $.122 as per the terms indicated
in Section 11.1(c)(ii) of the Subscription Agreement (See Exhibit Number 10.32)
which was incorporated by the Modification Agreement.

(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(g) of the Securities Act of 1933, as amended (the
"Securities Act"); based on the terms of the warrants, $0.1485 per share.

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effectiveness date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933, as amended, or until the registration statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said section 8(a), may determine.

This prospectus is not an offer to sell these securities and is not an offer to
buy these securities in any state where such an offer or sale is not permitted.

Subject to completion, dated March 19, 2001

Kaire Holdings, Inc.

158,098,000 SHARES OF COMMON STOCK

. The 158,098,000 shares of common stock offered by this prospectus are
being offered for resale by the stockholders listed in the section of
this prospectus called "Selling Security Holders". We will not receive
any proceeds from the sale of these shares. We will receive proceeds
from the exercise of warrants, the underlying shares of which we are
registering in this prospectus, by the selling security holders, which
proceeds would be used for general corporate purposes. As of the date
of this prospectus, the warrants have not been exercised.

. Our common stock is traded on the OTC Bulletin Board under the symbol
"KAHI".

. On March 13, 2001, the closing bid price of our common stock on the
OTC Bulletin Board was $ .07.

The securities offered in this prospectus involve a high degree of risk.
You should carefully consider the factors described under the heading "Risk
Factors" beginning on page 8 of this prospectus.

__________________________________________________

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

You may request a copy of these filings, at no cost, by writing to us at:

Kaire Holdings, Inc.
Attention: Steven R. Westlund
7348 Bellaire Avenue
North Hollywood, California 91605

TABLE OF CONTENTS

Section Title Page
No.

Summary of Information in the Prospectus 6
Risk Factors 8
Use of Proceeds 14
Price Range of Common Stock 14
Our Dividend Policy 15
Management's Discussion and Analysis of Financial Condition and Results of Operations 15
Our Business 21
Management 24
Executive Compensation 26
Certain Relationships and Related Transactions 27
Security Ownership of Certain Beneficial Owners and Management 27
Description of Securities 28
Selling Stockholders 29
Plan of Distribution 31
Legal Proceedings 33
Experts 33
Legal Matters 33
Other Available Information 33
Financial Statements 35
Indemnification 70

SUMMMARY OF INFORMATION IN THE PROSPECTUS

This summary highlights selected information contained in this prospectus. To
understand this offering fully, you should read the entire prospectus carefully.
Please pay particular attention to the section entitled "Risk Factors" and the
section entitled "Financial Statements".

Unless otherwise indicated, this prospectus assumes that any of our outstanding
options or warrants have not been exercised into shares of our common stock.

KAIRE HOLDINGS, INC.

Kaire Holdings, Incorporated ("Kaire"), formerly known as Interactive Medical
Technologies Ltd. ("IMT"), was incorporated in Delaware in 1986.

On February 19, 1998, we did the following three things:

1. We changed the name of the Company to Kaire Holdings, Inc. from
Interactive Medical Technologies, Ltd.;

2. We changed our NASDAQ OTCBB symbol to "KAHI" from "NONI"; and

3. We reverse split our common stock at a ratio of seventy-five (75) to
one (1).

From 1986 through May of 1999, Kaire's business operations consisted of the sale
of EZ-TRAC non-radioactive diagnostic imaging micro spheres along with the
companion Investigator Partner Service (IPS) that provided quantitative
laboratory analysis to customers who use the EZ-Trac micro sphere products in
their research studies. Customers included private and government research
facilities, academic centers, and hospitals engaged in the study regional blood
flow under laboratory conditions. The majority of customers relied on research
grants to fund their blood flow studies, which ultimately limited the size and
opportunity of that market.

In May 1999, we changed our business based on a decision to refocus our business
on larger consumer driven markets that would provide more opportunity for Kaire.
That month, we opened an e-commerce consumer health oriented business named
VitaPlanet.com, which marketed over the counter herbal and natural health
products through the Internet. During the months from May 1999 to November 1999,
we developed and expanded our web site. In November of 1999, VitaPlanet.com was
renamed YesRx.com and re-launched as a full e-commerce online pharmacy and
drugstore providing specialized pharmacy care, over the counter health and
wellness and personal care products to targeted segments of the senior health
care market.

In May of 2000, we signed a letter of intent with Stason USA, a pharmaceutical
company that specializes in product development, pilot scale production,
technology transfer and management of technical information and resources for
the development of prescription drugs in solid form. The letter of intent
outlined a plan to merge our EZ-TRAC/IPS laboratory business with a similar
business of Stason's. The plan also called for the

relocation of our laboratory business to Stason's facilities in Irvine,
California. . We completed the move of our laboratory business in May 2000 and
have subsequently merged those operations with Stason's.

In January 2001, we finalized the agreement with Stason USA. In February 2001,
we formed the new Stason Bio-Tech entity, which contains the merged laboratory
businesses. Initially, the new entity will be engaged in the research and
development of compounds and testing measures for the treatment of pathogenic
viral infections and other medical applications related to solid form
prescription drug formation as well as providing contract research and
development services to manufacturers of pharmaceutical drugs. It is Stason's
and our intent to make Stason Bio Tech a publicly reporting entity during
calendar year 2001.

In June of 2000, we acquired Los Angeles-based Classic Care pharmacy, which
provides specialized pharmacy care services to retired persons living in
extended care facilities throughout Los Angeles and Orange Counties in
California. Classic Care pharmacy currently serves 4000 beds, an increase of
900 beds since we acquired it.

Also, in June of 2000, we introduced a pilot HIV pharmacy program designed to
test market acceptance. Based on the success of that pilot program, we developed
and formally launched the program in November 2000 as the "Health Advocate
Program". The program provides specialized pharmacy care, health and disease
information and education, and individual patient counseling along with
customizable medication compliance program for HIV patients.

In July of 2000, we acquired the NETFAME.com domain." We intended to develop an
interactive online exchange to facilitate communication between a planned
subscriber base consisting of emerging actors, models, and musicians, with
established entertainment industry agents. We have completed research and
content development for the site, however, due to current market conditions and
the unsuccessful attempts by potential NetFame competitors, we recently decided
to postpone the release of NETFAME.com until such time as market conditions
become more favorable. .

The Offering

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Common Stock Outstanding 116,653,033 shares
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Common Stock to be offered (resale) by our Selling Shareholders 158,098,000 shares
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Market for our Common Stock:

Our common stock trades on the Over-the Counter Bulletin Board, also called
OTCBB, under the trading symbol "KAHI". The market for our common stock is
highly volatile. We can provide no assurance that there will be a market in the
future for our common stock.

RISK FACTORS

An Investment In Our Securities Involves A High Degree Of Risk. In Addition To
The Other Information In This Prospectus, You Should Carefully Consider The
Following Risk Factors Before Investing In Our Securities. If Any Of The
Following Risks Were To Actually Occur, The Company's Business Would Likely
Suffer. Consequently, The Price Of The Company's Common Stock Could Decline,
And Investors May Lose All Or Part Of Their Investment In The Company's Common
Stock.

We have a limited operating history as a provider of specialized pharmacy care
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products and services. In evaluating our business and future prospects, be aware
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that since 1986, the Company has changed its business focus on three separate
occasions. The most recent change occurred in May of 1999 when we made the
decision to focus our business and market strategies on the larger consumer
driven markets.

We cannot guarantee the future profitability of our business. Although we
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reported profits during the second ant third calendar quarters of 2000,
historically, we have incurred consistent net losses and cannot guarantee our
current business will continue to generate profits in the future. For example,
due to the highly competitive nature of our business, it is likely that we will
have to allocate cash flow to marketing efforts to acquire customers. These
efforts may cause us to report losses in the future.

The proceeds of this offering have been allocated only generally. Proceeds have
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been generally allocated to finance possible acquisitions, expand existing
operations and as future working capital. Accordingly, investors will entrust
their funds with management with only limited information about management's
specific intentions with respect to a significant amount of the proceeds of this
offering. Investors will therefore depend upon management's judgment in
allocating these funds.

You may have difficulties trading and obtaining quotations on "penny stock"
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issues. The shares of common stock offered are for "penny stocks" as defined in
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the Exchange Act. These shares are traded in the over-the-counter market on the
OTC Bulletin Board. As a result, an investor may find it more difficult to
dispose of or obtain accurate quotations as to the price of the shares of the
common stock being registered. In addition, the "penny stock" rules adopted by
the SEC under the Exchange Act makes the sale of the shares of the common stock
subject to certain regulations, which impose sales practice requirements on
broker-dealers. For example, broker-dealers selling such securities must, prior
to effecting the transaction, provide their customers with a document that
discloses the risks of investing in such securities. Furthermore, if the person
purchasing the securities is someone other than an accredited investor or an
established customer of the broker-dealer, the broker-dealer must also approve
the potential customer's account by obtaining information concerning the
customer's financial situation, investment experience and investment objectives.
The broker-dealer must also make a determination whether the transaction is
suitable for the customer and whether the customer has sufficient knowledge and
experience in financial matters to be reasonably expected to be capable of
evaluating the risk of transactions in such securities.

Accordingly, the SEC's rules may limit the number of potential purchasers of the
shares of the common stock.

If we can meet the listing requirements in the future, management intends to
apply to include the shares of the common stock being registered hereby for
quotation on The NASDAQ Small Cap Small Cap Market operated by The NASDAQ Stock
Market. Our common stock has not yet been approved for quotation on The NASDAQ
Small Cap Market and there can be no assurance that an active trading market
will develop or if such market is developed that it will be sustained. The
NASDAQ Stock Market recently approved changes to the standards for companies to
become listed on The NASDAQ Small Cap Market, including, without limitation, new
corporate governance standards, a new requirement that companies seeking listing
have net tangible assets of $2,000,000, market capitalization of $35,000,000 or
net income of $500,000 and other qualitative requirements. If we cannot meet
the requirements for quotation on the NASDAQ Small Cap Market, trading in the
common stock being registered hereby would continue to be conducted on the OTC
Bulletin Board. Even if the shares of the common stock are listed for quotation
on The NASDAQ Small Cap Market, the market price of the shares must remain above
$5.00 per share or else such shares will be subject to the "penny stock" rules
of the Commission discussed above. If the market price of such shares falls
below $1.00 per share, such shares will be delisted from The NASDAQ Small Cap
Market and will once again be quoted on the OTC Bulletin Board.

We may be unable to meet our future capital requirements. We have limited
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operating capital and are dependent upon cash flow from our operations and from
outside sources to develop our business. We believe that cash flow from our
operations, plus the working capital we received in our most recent registration
will enable us to meet our working capital requirements for the next 12 months.
However, in the future, we may require additional financing.

Working Capital is to be provided from:

1. Our operations;
2. The sale of equity securities;
3. Bank Loans, Lines of Credit ; or
4. Third party financing.

Any additional debt or equity financing may be dilutive to our shareholders and
borrowing from third parties could result in our assets being pledged as
collateral. Additionally, the interest payments associated with borrowing funds
would increase our debt service requirements and could restrict our operations.
There is no assurance that capital will be available from any of these sources,
or, if available, upon terms and conditions acceptable to us.

We depend heavily on our executive team. Our executive team consists of the
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following persons: Kaire CEO Steven R. Westlund, Kaire President Mark L. Baum,
, and Classic Care President Joel Rubenstein, as well as our Health Advocate
team and

technical staff. These persons provide us with a unique service resulting from
their special knowledge, business skills, and established business relationships
that materially benefit the company. If one of more of these persons were to
leave the company, we may not be able to replace their services, and the
business could be materially and adversely affected. Therefore, we are highly
dependent upon the continued services of these individuals. To date, we have not
sought to obtain any key man life insurance coverage insuring the life of any of
these persons. We do not anticipate obtaining such coverage in the foreseeable
future.

Many of our competitors have significant advantages over us. We may not be able
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to effectively compete in our businesses due to the fact that many of our
competitors are better-financed companies and possess greater access to
necessary resources. Some of our competitors are larger, better-financed
companies such as CVS/Pro Care. Although we are attempting to establish
ourselves as a provider of specialized pharmacy care products and services to
selected niche markets, no assurance can be given that our competitors will not
use their advantages over us, and more directly pursue the customers we are
attempting to acquire and those who we have already acquired. As previously
discussed above, these competitors may have greater financial resources,
stronger management resources and a better ability to enhance their share of the
market. We cannot provide investors with any assurances that our competitors
will not gain greater market share at our expense, and if they do, that will
could adversely affect our business and operating results.

There is no assurance of a liquid public market for our common stock. Although
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our common stock is now eligible for quotation on the over-the-counter
electronic bulletin board maintained by the NASD, there has been no significant
liquid public market for our common stock. There has been no long-term
established public trading market for the common stock and there can be no
assurance given that a regular and established market will be developed and
maintained for the common stock. There can also be no assurance as to the depth
or liquidity of any market for our common stock or the market prices at which
our stockholders may be able to sell the common stock in the future.
Accordingly, investors may have difficulty in selling their common stock in the
future, and we can give no assurance that the common stock can ever be resold.

The Issuance of These Shares Will Result in Dilution. The issuance of these
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shares will have a dilutive effect on our common stock and may lower our stock
price. We have reserved a significant number of shares of our common stock for
issuance upon the conversion of convertible debentures, and the exercise of our
warrants.

As of February 28, 2001we have two outstanding convertible debentures, one for
$750,000.00 issued on October 26, 2000, and another for $500,000.00 issued on
January 10, 2001. These two convertible debentures can be converted into shares
of our common stock. Additionally, within 10 days after the effective date of
this Registration Statement, additional convertible debentures amounting to
$1,250,000.00 will be issued. The number of shares that will issue upon the
conversion of these debentures fluctuates with

our common stock market price, cannot be determined until the day of conversion
and is calculated by a formula set forth in the convertible debenture section
2.1 of the Subscription Agreement entitled "Conversion into the Borrower's
Common Stock" (which is incorporated by the Modification Agreement). There is no
limit on the number of shares of our common stock that may be issued upon the
conversion of these convertible debentures. The convertible debenture amounting
to $750,000 (which is part of the Level One Bridge Funding) has a conversion
price of 87% of the average of the three lowest closing prices of the ten
trading days prior to the date of purchase, as reported on the NASD OTC Bulletin
Board. The convertible debentures amounting to $500,000 (which is the balance of
the Level One Bridge Funding) and $6,750,000 (which is the Level Two Additional
Funding that will be issued after the effective date of the Registration
Statement) has a conversion price that is the lesser of (1) 80% of the average
of the three lowest closing prices out of the thirty closing prices prior to the
closing date and (2) 80% of the lowest three closing prices during the sixty
trading days, as reported on the NASD OTC Bulletin Board, immediately preceding
the purchase date. Thus, all of the convertible debentures will be converted at
prices below the current market price on the conversion date. If conversions of
the debentures occur, shareholders may be subject to an immediate dilution in
their per share net tangible book value. The current convertible debentures may
be converted into common stock at any time prior to their maturity date of
October 25, 2003.

As of October 26, 2000, we have reserved for 200% of the minimum number of
shares of common stock that would be issuable upon conversion in full of the
debentures, amounting to 132,188,163 shares of authorized and unissued common
stock. These reserve amounts are our good faith estimate of the number of
shares that we believe we need to reserve in order to meet our obligations under
the terms of the Subscription Agreement. We can provide no assurance as to how
many shares we will ultimately need to issue upon the conversion of the
debentures. If we are required to issue additional shares, we will be required
to file an additional registration statement for those shares, a process which
will be costly and time consuming. The issuance of these shares will dilute our
common stock per share net tangible book value and may result in a decline in
our stock price.

Also, as of October 26, 2000, we had outstanding a total of 1,500,000 warrants
to purchase our common stock at an exercise price of .1485, and as of January
10, 2001, we issued an additional 1,000,000 warrants at an exercise price of
110% of the lowest closing price for the Company's common stock for the trading
days preceding but not including the Closing Date, as reported on the NASD OTC
Bulletin Board, or other such principal market or exchange where the Common
Stock is listed or traded to the date of funding. which is above the current
market price. An additional 7,909,836 warrants to purchase our common stock will
be issued upon the effectiveness of this Registration Statement at an exercise
price of 110% of the lowest closing price for the Company's common stock for the
10 trading days preceding the effectiveness of this Registration Statement on
the NASD OTC Bulletin Board, or other such principal market or exchange where
the Common Stock is listed or traded to the date of funding. These warrants may
be exercised any time from the date of issuance and from time to time up to and
including

a period of three years. If the exercise of these warrants occur at
below market prices, shareholders will be subject to an immediate dilution in
their per share net tangible book value.

Additional dilution may occur as a result of the Classic Care acquisition.
Pursuant to the terms of the "Second Addendum to Agreement and Plan of Merger",
(dated November 30, 2000), of the Classic Care acquisition, on October 31,
2001, the balance of the purchase price due at that time (approximately
$6,500,000) payable in commons stock of the company. The 15,500,000 shares
already issued will be part of that figure, and will be priced at that time. If
these shares were to be issued at the March 13, 2001 price of $.07,
approximately 77,357,143 shares would be issued.

Shares eligible for future sale could impair our stock price. The market price
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of our common stock as quoted on the over-the-counter electronic bulletin board
could drop due to sales of a large number of shares of our common stock or the
perception that these sales may occur. These factors could also make it more
difficult to raise funds through future offerings of common stock.

Fluctuations in our quarterly results may adversely affect our stock price. We
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expect to experience significant fluctuations in our future quarterly operating
and non-operating results due to a variety of factors, many of which are outside
our control. As a result, we believe that quarterly comparisons of our
operating and non-operating results are not necessarily meaningful. Investors
should not rely on the results of one quarter as an indication of our future
performance. Fluctuations in our quarterly operating and non-operating results
will cause our results to fall below comparable historical periods and the
expectations of securities analysts and investors, which could cause the price
of our common stock to drop. Factors that may negatively affect our quarterly
operating results include:

. Our ability to attract new customers;
. The announcement or introduction of new or enhanced products by our
competitors;
. Changes in our pricing policies or the pricing policies of our
competitors;
. The amount and timing of operating costs and capital expenditures
relating to expansion; of our business, operations and infrastructure;
and
. Our ability to attract and retain new personnel in a timely and effective
manner.

Vulnerability of Computer Systems. Our computer hardware and communications
- ---------------------------------
systems are vulnerable to damage or interruption which may hinder our ability to
deliver our products and services in a timely manner. Our ability to
successfully provide our products and services depends on the efficient and
uninterrupted operation of our computers and communications hardware systems.
Substantially all of our computer and communications systems are located in
Southern California. Our systems and operations are vulnerable to damage or
interruption from fire, flood, power loss, telecommunications failure,
earthquakes, break-ins and other events.

There are significant risks associated with developing pharmacy-related
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technologies. The development of electronic commerce products and other
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proprietary technology entails significant technical and business risks and
requires substantial expenditures and lead-time. We may be unable to integrate
and use new technologies effectively or adapt our products to customer
requirements or emerging industry standards.

Our common stock price on the over-the-counter electronic bulletin board is
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likely to be highly volatile. The market price of our common stock may be
- ----------------------------
highly volatile, just as the stock market in general, and the market for
technology companies in particular, has been highly volatile. Investors may not
be able to resell their shares of common stock following periods of volatility
because of the market's adverse reaction to such volatility. The trading prices
of many technology stocks have reached historical highs within the last year and
have reflected relative valuations substantially above historical levels. During
the same period, such companies' stocks have also been highly volatile and have
recorded lows well below such historical highs. We cannot assure you that our
stock will trade at the same levels as other technology stocks or that
technology stocks in general will sustain their current market prices.

Information About Forward-Looking Statements:
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This prospectus contains certain forward-looking statements, which involve
substantial risks and uncertainties. These forward-looking statements can
generally be identified because the context of the statement includes words such
as "may," "will," "except," "anticipate," "intend," "estimate," "continue,"
"believe," or other similar words. Similarly, this prospectus also contains
forward-looking statements about our future. Forward-looking statements include
statements about our Plans, Objectives, Goals, Strategies, Expectations for the
future, Future performance and events, Underlying assumptions for all of the
above, and other statements that are not statements of historical facts.

These forward-looking statements involve risks and uncertainties, which could
cause our actual results to materially differ from our forward-looking
statements. We make these forward-looking statements based on our analysis of
internal and external historical trends, but there can be no assurance that we
will achieve the results set forth in these forward-looking statements. Our
forward-looking statements are expressed in good faith and we believe that there
is a reasonable basis for us to make them.

In addition to other factors discussed in this prospectus, the following are
important factors that could cause our actual results to materially differ from
our forward-looking statements:

. Our ability to respond to changes in the marketplace
. Competitive factors
. The availability of financing on terms and conditions acceptable to us
. The availability of personnel with the appropriate technical skills

We have no obligation to update or revise these forward-looking statements to
reflect future events.

Incorporation Of Certain Documents By Reference

The SEC allows us to "incorporate by reference" the information we file with the
SEC. This means that we can disclose important information by referring you to
our previously filed SEC documents. Information incorporated by reference is
considered to be a part of this prospectus. Any information that we
subsequently file with the SEC will automatically update or supersede previously
filed information. We incorporate by reference the documents listed below, and
any future filing we will make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934:

1. Annual Report filed on Form 10-KSB for the period ending December 31,
1999 and December 31, 1998.
2. Quarterly Reports on Form 10-QSB for the periods ended September 30,
2000, June 30, 2000 and March 31, 2000.
3. Form 8-K filed 6/22/00 and Form 8-K/A filed 8/23/00.

Use of Proceeds

Kaire will not receive any proceeds upon the issuance of the common stock that
is the subject of this Registration Statement. However, Kaire received
$682,500.00 on October 26, 2000 and $455,000.00 on January 10, 2000 as bridge
funding through the issuance of convertible debentures pursuant to the
Modification Agreement dated March 5, 2001. Kaire is scheduled to receive
another $1,137,500.00 within 10 days after the effectiveness of this
Registration Statement. If all of the warrants in this offering are exercised,
the net proceeds to us from the exercise of the warrants, after the deduction of
offering expenses, will be approximately $1,545,586.00. Kaire intends to use
the net proceeds to finance possible acquisitions, expand existing operations
and working capital.

Price Range of Common Stock

Our common stock trades on the Over-the-Counter Bulletin Board, also called the
OTCBB, under the trading symbol "KAHI". The following table set forth the
quarterly high and low bid prices per share for our common stock. The bid prices
reflect inter-dealer prices, without retail markup, markdown, or commission and
may not represent actual transactions.

Low Bid High Bid
Fiscal 1998

Third Quarter 1998 .02 .03
Fourth Quarter 1998 .02 .02

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

Fiscal 1999
- -------------------------------------------
First Quarter 1999 .016 .055
- -------------------------------------------
Second Quarter 1999 .03 .16
- -------------------------------------------
Third Quarter 1999 .081 .136
- -------------------------------------------
Fourth Quarter 1999 .058 .14
- -------------------------------------------

- -------------------------------------------
Fiscal 2000
- -------------------------------------------
First Quarter 2000 .11 1.00
- -------------------------------------------
Second Quarter 2000 .16 .60
- -------------------------------------------
Third Quarter 2000 .13 .22
- -------------------------------------------
Fourth Quarter 2000 .0625 .30
- -------------------------------------------

Transfer Agent and Registrar
- ----------------------------

Kaire's transfer agent is New Jersey Transfer located at: Jersey Transfer and
Trust, Attention: Howard Manger, 201 Bloomfield Avenue, Verona, New Jersey
07044, Fax: (973) 239-2361

Our Dividend Policy

Kaire anticipates that for the foreseeable future, earnings will be retained for
the development of is business. Accordingly, Kaire does not anticipate paying
dividends on the Common Stock in the foreseeable future. The payment of future
dividends will be at the sole discretion of Kaire's Board of Directors and will
depend the Company's general business condition.

Management's Discussion and Analysis or Plan of Operation

Plan of Operation

Short-term Objectives:

. Continue the regional expansion of the Health Advocate Program.
. Continue the regional expansion of Classic Care's Business..
. Make acquisitions of strategic competitors.
. Develop strategic Joint Venture relationships.
. Execute a "Contract Management Agreement" with Stason Bio Tech.

Long-term Objectives :

1. Expand the Health Advocate Program to a national level.
2. Secure development products and business-opportunities for Stason
Biotech.

There is no expected or planned sale of significant equipment by Kaire.

Excluding any potential acquisition, the Company's work force is expected to
increase at a rate equal to actual increases of our business operations.

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

Results of Operations

Interim Financials Three and Nine Months Ended September 30, 2000 Compared to
- -----------------------------------------------------------------------------
September 30, 1999
- ------------------

For the three and nine months ended September 30, 2000, revenues were
approximately $2,017,966 and $2,806,810, an increase of $1,956,038 and
$2,608,436 respectively from the same periods in 1999. The increase was due to
the acquisition of Classic Care Pharmacy. Revenue from laboratory operations
for the three and nine months ended September 30, 2000 were $0 and $0, a
decrease of $61,928 and $198,374 respectively from the three and nine months
ended September 30, 1999. This decrease in lab revenue is a result of the
laboratory operations being transferred to Stason Labs as of May 1, 2000.

Gross profit for products and services was $676,713 and $969,574 for three and
nine months ended September 30, 2000, an increase of $648,583 and 825,704 over
the same periods prior year. The increase was due to the acquisition of Classic
Care Pharmacy.

SG&A expense increased to $646,570 from $158,080 for the three months period
ended September 30, 2000 and increased to $1,234,513 from $479,074 for the nine
months period ended September 30, 2000. The increase in SG&A was due to the
following: 1) the acquisition of Classic Care accounted for the majority of the
increase in both the three months and nine months ended September 30, 2000 and
2) increases in the three and nine month periods ended September 30, 2000
expenditures for Kaire Holdings' base businesses is related to the company's
internet operations, i.e., consultants and internet access and hosting expenses.

Interest expense for operations for the three and nine month period ended
September 30, 2000 was $1,551 compared to $16,183 for the comparable three month
period prior year and $16,095 compared to $68,257 for the comparable nine month
period prior year. The decrease resulted from Conversion of significant amount
of convertible notes into common stock during first and second quarters of 1999.

Interim Period Cost of Goods Sold
- ---------------------------------

Interim period cost of goods sold is calculated using the perpetual inventory
record. Kaire reports any significant adjustments that result from
reconciliation's of the perpetual inventory record to periodic and annual
physical inventory observations.

No provision was made for Federal income tax since Kaire has incurred
significant net operating losses from inception. Through September 30, 2000,
Kaire incurred net operating losses for tax purposes of approximately $505,406.
The net operating loss carry forward may be used to reduce taxable income
through the year 2012. The Internal Revenue Service has not audited Kaire's tax
returns. The carry forward amounts may therefore be subject to audit and
adjustment. As a result of the Tax Reform Act, the availability of net operating
loss carry forwards can be deferred, reduced or eliminated

under certain circumstances. Net operating losses in the State of California
were not available for use during 1992 and the carry forward period has
generally been reduced from fifteen years to five years beginning in 1993.

Comparison of years ended December 31, 1999 and 1998:
- ----------------------------------------------------

Net revenue for the year ended December 31, 1999 was $259,545, a decrease of
$110,793 or 30% from the year ended December 31, 1998. The decrease in net
revenues was due to a decrease in projects by our customers, which required
the lab's products and services.

Gross profit for the year ended December 31, 1999 was $170,300, a decrease of
$43,963 or 20.5% compared to the same period in 1998. This decrease in gross
profit was attributable to the decrease in sales.

Selling, general and administrative expense ("SG&A") Increased to $1,014,143
from $981,605 for 1999 from 1998, amounting to an increase of $32,538 or 3.3%
from the same period last year.

Interest expense was $82,250 or the year ended December 31, 1999, which
represents a decrease of $144,735 or 63.7% from the same period last year. The
December 31, 1999 interest expense decrease is primarily a result of the
conversion the notes throughout 1999.

Other income of $354,479 resulted from writing off certain older liabilities for
which Kaire is no longer liable.

No provision was made for Federal income tax since Kaire has incurred
significant net operating losses from inception.

Liquidity and Capital Resources
- -------------------------------

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

September 30, 2000 vs. Nine Months Ending September 30, 1999
- ------------------------------------------------------------

On September 30, 2000 Kaire had assets of $5,603,509 compared to $160,000 on
December 31, 1999, or an increase of $5,443,509, which is a result of the
acquisition of Classic Care Pharmacy. Kaire had a total stockholders' equity of
$3,826,629 on September 30, 2000 compared to a deficit of $586,426 on December
31, 1999, an increase in the equity of $4,413,055, which is also a result of the
acquisition of Classic Care Pharmacy.

As of September 30, 2000 Kaire's working capital position increased $339,472
from a negative $586,426 at December 31, 1999 to a negative $246,954. The
$339,472 increase was attributable to the following: 1) the Classic Care
acquisition accounted for $756,358 of this increase and 2) a decrease in Kaire
Holdings cash of $195,264 and accounts receivable of $100,645 accounts for the
remaining increase in working capital.

December 31, 1999 vs. December 31, 1998
- ---------------------------------------

On December 31, 1999 Kaire had assets of $160,00 compared to $185,572 on
December 31, 1998. Kaire had a total stockholders' deficit of $586,426 on
December 31, 1999 compared to a deficit of $2,610,593 on December 31, 1998, a
decrease of $2,024,167. This decrease for the year ended December 31, 1999 was
the result 1) issuance of stock for note conversions and related interest
expense totaling $1,319,754, 2) stock and stock options issued for services
totaling $805,500 3) issuance of stock for the conversion of debt totaling
$170,448 and 4) stock issued for the sale of stock and a beneficial conversion
totaling $201,002 off set by the 1999 net loss of $472,537.

As of December 31, 1999 Kaire's working capital position increased $2,040,202
from a negative $2,626,628 at December 31, 1998 to a negative $586,426 at
December 31, 1999, primarily as a result a decrease in accounts payable and
accrued expenses of $890,639, an increase in cash of $124,337, and a decrease in
accounts receivable of $25,928.

Subsequent Events
- -----------------

October 2000: Kaire issued three convertible notes for $750,000, with simple
- ------------
interest accruing at the annual rate of 8%, in October 2000. Interest payable
on the Notes shall accrue at the annual rate of 8% and be payable quarterly
commencing January 1, 2001. The Holder shall have the right to convert the
principal amount and interest due under the notes into Shares of the Kaire's
Common Stock. The note and the common shares issuable upon conversion of the
notes have not been registered under the Securities Act of 1933. Kaire also
issued common stock purchase warrant the right to purchase 1.5 million shares of
Common Stock of Kaire Holdings Incorporated.

It is anticipated that the $ 750,000 convertible debentures will be converted
into shares in accordance with the terms of these debentures.

November 30, 2000: Kaire finalized the purchase of Classic Care Pharmacy
- ------------------
amending the letter of intend signed in June 2000. The Amendment sets the
purchase price at $9,500,000 to be paid in a combination of cash and stock. The
Agreement calls for an initial cash payment of $1,000,000 plus an additional
$2,000,000 to be paid in cash payments of $250,000 each beginning in March, 2001
through October 2001. The required amounts are to be funded through outside
financing. To date, approximately $1,590,000 in cash has been paid to Classic
Care. The remaining $6,500,000 will be paid in stock, which will be valued in
the future, specifically at October 31, 2001. Included in the stock calculation
will be the 15,500,000 shares previously issued.

January 2001: Kaire issued three convertible notes for $500,000, with simple
- ------------
interest accruing at the annual rate of 8%, in January 2001. Interest payable
on the Notes shall accrue at the annual rate of 8% and be payable quarterly
commencing April 1, 2001. The Holder shall have the right to convert the
principal amount and interest due under the notes into Shares of the Kaire's
Common Stock. The note and the common shares issuable upon conversion of the
notes have not been registered under the Securities Act of 1933. Kaire also
issued common stock purchase warrant the right to purchase 1 million shares of
Common Stock of Kaire Holdings Incorporated.

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

January 2001: Kaire finalized the divestiture of its EZ TRAC lab business as a
- ------------
contribution of assets towards the creation of Stason Biotech. In consideration
of Kaire's contribution, Kaire received 40% of the initial stock allocation for
Stason Biotech. Because the EZ TRAC operation was a net liability, Kaire will
show a net gain on the transfer of assets. Any subsequent earnings on the
Stason Biotech investment will shown as an adjustment in the investment.

The newly formed company is involved in the research and development of
compounds and testing measures for the treatment of pathogenic viral infections
and other medical applications. This divestiture was in furtherance of Kaire's
focus on its niche pharmaceutical business.

Our Business

Headquartered in North Hollywood, California, Kaire provides specialized
pharmacy services and products to defined markets that include HIV and seniors.
Our products and services are highly specialized and honed to meet the specific
needs of our target markets.

Kaire principally has interests in four companies:

1. YesRx
2. Classic Care
3. Stason Biotech
4. NetFame (non operation)

YesRx:
- -----

In 1999, Kaire formed YesRx as an Internet based pharmacy and drug that provided
a full range of pharmacy services combined with over the counter products and
extensive health related information and content directed at the senior market
segment.

Given the high customer acquisition costs and related costs associated with
conducting business exclusively on the internet, we decided to focus more on the
chronic patient as opposed to the patient. Our focus is on those patients that
require long term medication therapy such as HIV and seniors. This business
model provides a number of operational advantages and economies of scale as well
as a base monthly revenue stream.

In March of 2000, Kaire entered into a letter of intent regarding a $175,000.00
investment in YesRx by Stason Pharmaceuticals, Inc of Irvine, CA. In
consideration of the investment, Stason was to receive 11% of the initial common
stock allocation of YesRx, Inc. Kaire is still in the process of negotiating
the final structure of this investment.

In November of 2000, YesRx debuted its Health Advocate Group Program. The
Health Advocate Group is a program focused on the needs of specific chronic care
communities. Some of these needs include providing these customers with
prescription and non-prescription products, durable and non-durable medical
equipment, access to targeted data regarding their respective illness, access to
communication with their physician, and various billing and insurance-related
services. Health Advocate Group products and services are delivered via per-to-
person delivery, mail and securely, through the internet. All Health Advocate
Group orders are filled through the Classic Care pharmacy in Los Angeles,
California.

To date, YesRx has designed Health Advocate programs for three groups: HIV/AIDS
patients, Diabetics and Geriatric and Senior Citizens. The Consumer Advocate
Group has been charged to develop specific programs to meets the needs of these
communities.

Classic Care Pharmacy:
- ---------------------

In June of 2000, we acquired Los Angeles-based Classic Care pharmacy, which
provides specialized pharmacy care services to retired persons living in
extended care facilities throughout Los Angeles and Orange Counties in
California. Classic Care pharmacy currently serves approximately 4000 beds
monthly, which represents an increase of 900 beds since we acquired it in June.

Classic Care's is prescription-filling capability is approximately 3000 scripts
daily, or 60,000 scripts monthly. Additionally, Classic Care serves as the
primary fulfillment center for all of Kaire's specialized pharmacy care
operations.

Stason Biotech:
- --------------

In May of 2000, we signed a letter of intent with Stason USA, Inc, which
outlined a plan to merge our EZ-TRAC/IPS laboratory business with a similar
business of Stason's. The plan also called for the relocation of our laboratory
operations to Stason's facilities in Irvine, California. We completed the move
of our laboratory business in May 2000 and have subsequently integrated those
operations with Stason's.

In February 2001, we formed the new Stason Bio-Tech entity, which contains the
merged laboratory businesses. Initially, the new entity will be engaged in the
research and development of compounds and testing measures for the treatment of
pathogenic viral infections and other medical applications related to solid form
prescription drug formation as well as providing contract research and
development services to manufacturers of pharmaceutical drugs.

It is Stason's and our intent to make Stason Bio Tech a publicly reporting
entity during calendar year 2001. Both Kaire and Stason have reached an
agreement regarding the final terms of the Stason Bio Tech agreement and are now
in the process of making strategic development decisions for the new company.

In January of 2001, Kaire finalized the agreement with Stason USA, Inc., which
contributed its EZ Trac lab business in exchange for 40% of the newly formed
entity. This divestiture was in furtherance of Kaire's focus on its niche
pharmaceutical business

In consideration of Kaire's contribution, Kaire received 40% of the initial
stock allocation for Stason Biotech. Because the EZ TRAC operation was a net
liability, Kaire will show a net gain on the transfer of assets. Any subsequent
gain or loss on the Stason Biotech investment will be shown as an adjustment in
the investment.

In the first half of 2001, Stason Biotech will focus on two tasks:

1. Stason Biotech will complete an independent audit of its operations
(which is currently underway).

2. Stason Biotech will develop the products and services offered by the

Company, including pursuing pharmaceutical research contracts and
development of strategic relationships overseas.

Stason USA, Inc. is a pharmaceutical company that specializes in product
development, pilot scale production, technology transfer and management of
technical information and resources for the development of prescription drugs in
solid form.

NetFame:
- --------

In July 2000, Kaire acquired the rights to the domain name "NetFame.com." Kaire
purchased the netfame.com domain address with the intention of developing an
interactive online exchange to facilitate communication between the planned
subscriber base consisting of emerging actors, models, and musicians, with
established industry agents. We have completed research and content development
for the site, however, due to current market conditions and the unsuccessful
attempts by potential NetFame competitors, we recently decided to postpone the
release of NETFAME.com until such time as market conditions become more
favorable.

Important Events and Accomplishments

Some events have occurred over the past year, which the Kaire believes will have
a lasting positive effect on Kaire's business. These favorable events, starting
from the most recent, are the following:

1. In January of 2001, Kaire finalized the agreement with Stason USA,
Inc. that divested its EZ Trac lab business in exchange for 40% of the
newly formed company called Stason Biotech.
2. November 30, 2000: Kaire finalized the purchase of Classic Care
Pharmacy amending the letter of intend signed in June 2000. The
Amendment sets the purchase price at $9,500,000 to be paid in a
combination of cash and stock. The Agreement calls for an initial cash
payment of $1,000,000 plus an additional $2,000,000 to be paid in cash
payments of $250,000 each beginning in March, 2001 through October
2001. The required amounts are to be funded through outside financing.
To date, approximately $1,590,000 in cash has been paid to Classic
Care. The remaining $6,000,000 will be paid in stock, which will be
valued in the future, specifically at October 31, 2001.
3. On November 13, 2000, Kaire Holdings, Inc. announces record third
quarter sales and posted it's first ever quarterly profit.
4. On November 11, 2000, YesRx launched the Health Advocate Program.
Along with the Health Advocate Program, YesRx debuted a new and
improved internet site which incorporates over 20,000 additional over
the counter products as well as new integrated health community
destinations for HIV, Senior, Diabetic and Disabled individuals.
5. On September 29, 2000, Open Solutions' Open Community Network of more
than 250 financial institutions chose YesRx as a preferred pharmacy
provider.

Through this agreement, all Open Solutions software users will have
access to YesRx through their online bank accounts.
6. On September 19, 2000, YesRx and QuickQuote Signed an Exclusive Online
Insurance Marketing Contract. This agreement provided that YesRx would
be paid a pre-determined amount for each and every insurance
application filled out through the YesRx website.
7. On June 26, 2000, Kaire announced that it had completed the first
stage of the strategic agreement with Stason USA. In doing so, Kaire
completed the training of Stason technicians and physically relocated
the EZ-Trac lab to Stason's Irvine, California facility.
8. On April 19, 2000, Kaire Holdings, Inc. executed the documents related
to the Classic Care Pharmacy acquisition. Classic Care will serve as a
distribution center for YesRx and will aid the Company in developing
the targeted Health Advocate program.
9. On April 18, 2000, YesRx became the first online pharmacy to debut a
Spanish language website. The site, FarmaciaYesRx.com, will supplement
the Company's efforts to reach Hispanic HIV/AIDS patients.

Strategic Vision

Kaire's strategy is to target what it believes is one of the more profitable
sectors of the prescription drug and general drugstore business: medications
and services for the chronic care patient. These consumers often require
multiple drugs on a monthly basis. Additionally, these consumers are often in
need of valuable information related to their particular medical condition.
Kaire's approach is to integrate key value-added informational services with
excellent product distribution. Kaire intends to expand the scope of Kaire's
product and service offerings and the geography to which these goods and
services are delivered.

Employees

Kaire currently has 33 full-time employees.

Management

Executive Officers and Directors

- -------------------------------------------------------------------------------
Name Age Position
- -------------------------------------------------------------------------------
Steven R. Westlund 55 Chairman of the Board and Chief Executive Officer
- -------------------------------------------------------------------------------
Owen M. Naccarato 51 Chief Financial Officer, Secretary and Director
- -------------------------------------------------------------------------------
Mark L. Baum 28 President
- -------------------------------------------------------------------------------
Asher Gottesman 27 Director
- -------------------------------------------------------------------------------

The Officers and Directors of Kaire will devote only such time as they deem
appropriate in the business affairs of Kaire. It is, however, expected that the
officers will devote the time deemed necessary to perform their duties for the
business of our Company.

The directors of Kaire are elected to hold office until the next annual meeting
of shareholders and until their respective successors have been elected and
qualified.

Biographies Of Our Executive Officers And Directors
- ---------------------------------------------------

Steven Westlund has been the Chief Executive Officer and a director of Kaire
since May 1995 and was elected Chairman of the Board in December 1995. Mr.
Westlund was Chairman of the Board and Chief Executive Officer of Vitafort
International Corporation from May 1993 through May 1995. Vitafort manufactured
and sold fat free foods. From January 1991 to May 1993, Mr. Westlund was Chief
Executive Officer of Lorenz/Germaine Incorporated and concurrently from January
1991 to June 1992 he acted as Chairman and Chief Executive Officer of Auto
Giant. Mr. Westlund specializes in corporate restructuring and the development
and marketing of specialized products and services..

Owen Naccarato Joined Kaire in July 1997 as Chief Financial Officer and
Secretary on a one- year renewable contract and was elected to the board of
directors in January 1998. Mr. Naccarato has held various operating positions,
most recently as Chief Financial Officer for Bikers Dream, Inc. a NASDAQ traded
motorcycle assembler and parts distributor and divisional vice
president/controller for Baxter Healthcare, Inc., a NYSE traded health care
manufacturer and distributor. Mr. Naccarato is a licensed attorney and is a
member of the California State Bar Association. He is also a Certified Public
Accountant.

Mark Baum joined Kaire in July of 1999 as the President. Mr. Baum has several
years of experience in creating and developing start-up enterprises - from
retail to manufacturing to internet-based businesses. Mr. Baum holds a BA from
the University of Texas at Arlington, and a Juris Doctorate from California
Western School of Law. Mr. Baum is a member of the America Bar Association and
is a licensed attorney in the State of California.

Asher Gottesman joined Kaire as a Director in August of 2000. Mr. Gottesman
served as a Partner of Amazing Savings Outlet Stores, a 40-unit retail business
with sales of more than 60 million dollars per year. Mr. Gottesman is currently
a partner in a real estate and investment trust, which controls more than 50
million dollars in assets. Mr. Gottesman joined the Kaire Board of Directors
through his association with Classic Care Pharmacy. In 1993, Mr. Gottesman
earned a BA in Economics from Yeshiva University.

Information Concerning our Board of Directors and it's Committees

Directors receive no remuneration at this time. All Kaire Directors are entitled
to reimbursement of funds advanced to pay expenses in connection with our
Company's business. Our Company has not established committees of the Board of
Directors.

Executive Compensation:

- ---------------------------------------------------------------------------------------------------------------
Payouts Annual Compensation Long Term Compensation Awards
- ---------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
- ---------------------------------------------------------------------------------------------------------------

Name Year Salary Bonus Other Annual Restricted Securities LTIP All Other
and Compensation Stock Underlying Payouts Compensation
Principal ($) Awards Options/SAR ($) ($)
Position ($) (#)
- ---------------------------------------------------------------------------------------------------------------
CEO 2000 100K 4,833,333
- ---------------------------------------------------------------------------------------------------------------
President 2000 75K 2,833,333
- ---------------------------------------------------------------------------------------------------------------
CFO 2000 87K 2,833,333
- ---------------------------------------------------------------------------------------------------------------
Total: 262K
- ---------------------------------------------------------------------------------------------------------------
Directors 187K
as a
Group
- ---------------------------------------------------------------------------------------------------------------

Chief Executive Officer Compensation:
------------------------------------

On April 1, 2000, Mr. Westlund signed a three-year employment agreement
(attached hereto as Exhibit 10.36). The contract calls for Mr. Westlund to
be paid a base salary of $8,333.33 per month for the first year of the
term. Mr. Westlund's base salary shall increase 15 % per year for the
second year and third years, respectively, per the agreement.

Although Mr. Westlund's Employment Agreement states that his salary is to
be $8,333.33 per month, his actual pay has been $ 4,000.00 per month. Mr.
Westlund is entitled to be paid the balance of his monthly compensation in
either cash or equity. Additionally, Mr. Westlund has been granted an
option to purchase up to 6 million shares of Kaire Common Stock over the
next 5 years at an option price of 5 cents ($ 0.05) per share. To date, Mr.
Westlund has exercised 1,166,667 shares of the Company's Common Stock.

Chief Financial Officer Compensation:
------------------------------------

On April 1, 2000, Mr. Naccarato signed a three-year employment agreement
(attached hereto as Exhibit 10.37). The agreement calls for Mr. Naccarato
to be paid a base salary of $ 7,250.00 per month for the first year of the
term. Mr. Naccarato's base salary shall increase 15 % per year for the
second year and third years, respectively, per the agreement.

Although Mr. Naccarato's Employment Agreement states that his salary is to
be $7250.00 per month, his actual pay has been $ 4,000.00 per month. Mr. is
entitled to be paid the balance of his monthly compensation in either cash
or equity. Additionally, Mr. Naccarato has been granted an option to
purchase up to 4.5 million shares of Kaire Common Stock over the next 5
years at an option price of 5 cents ($ 0.05) per share. To date, Mr.
Naccarato has exercised 1,166,667 shares of the Company's Common Stock.

President's Compensation:
------------------------

On April 1, 2000, Mr. Baum signed a three-year employment agreement
(attached hereto as Exhibit 10.35). The agreement calls for Mr. Baum to be
paid a base salary of $ 6,250.00 per month for the first year of the term.
Mr. Baum's base salary shall increase 15 % per year for the second year and
third years, respectively, per the agreement.

Although Mr. Baum's Employment Agreement states that his salary is to be
$6250.00 per month, his actual pay has been $ 4,000.00 per month. Mr. is
entitled to be paid the balance of his monthly compensation in either cash
or equity. Additionally, Mr. Baum has been granted an option to purchase up
to 4.5 million shares of Kaire Common Stock over the next 5 years at an
option price of 5 cents ($ 0.05) per share. To date, Mr. Baum has exercised
1,166,667 shares of the Company's Common Stock.

Compensation of Directors:

Directors receive no remuneration for their services as directors at this
time.

Certain Relationships and Related Transactions

On April 1, 2000, the Board of Directors entered into employment agreements
(See Exhibits 10.36,10.37 & 10.35, respectively) with Steven R. Westlund,
Owen M. Naccarato and Mark L. Baum. Said employment agreements provided for
the issuance of stock options to Mssrs. Westlund, Naccarato and Baum,
respectively. Mr. Westlund received options to purchase 6 million shares of
the Company's Common Stock at an option exercise price of five cents ($
.05). Mr. Naccarato received options to purchase 4 million shares of the
Company's Common Stock at an option exercise price of five cents ($ .05).
Mr. Baum received options to purchase 4 million shares of the Company's
Common Stock at an option exercise price of five cents ($ .05).

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of the date of this
Registration Statement regarding certain Ownership of Kaire's outstanding
Common Stock by all officers and directors individually, all officers and
directors as a group, and all beneficial owners of more than five percent
of the common stock.

- ------------------------------------------------------------------------------
Name and Address Shares Beneficially Owned (1) Percent of Class
- ------------------------------------------------------------------------------

Steven R. Westlund 4,833,333 3.98 %
7348 Bellaire Avenue
North Hollywood, CA
91605
- ------------------------------------------------------------------------------
Owen M. Naccarato 2,833,333 2.37 %
7348 Bellaire Avenue
North Hollywood, CA
91605
- ------------------------------------------------------------------------------

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

Mark L. Baum 2,833,333 2.37 %
7348 Bellaire Avenue
North Hollywood, CA
91605
- ------------------------------------------------------------------------------

(1) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from the date of the registration
statement upon the exercise of options or warrants. Each beneficial owner's
percentage ownership is determined by assuming that options or warrants
that are held by such person and which are exercisable within 60 days of
the date of this registration statement have been exercised. Unless
otherwise indicated, the company believes that all persons named in the
table have voting and investment power with respect to all shares of common
stock beneficially owned by them.

Description of Securities

General
-------

As of the date of this Registration Statement, the authorized capital stock
of Kaire consists of 400,000,000 shares of Common Stock, .001 par value, of
which 116,653,033 shares are issued and outstanding. There are
approximately 664 shareholders that are not in street name. The following
is a description of the securities of Kaire taken from provisions of
Kaire's Articles of Incorporation and By-laws, each as amended. The
following description is a summary and is qualified in its entirety by the
above referenced provisions of the Articles of Incorporation and By-laws as
currently in effect.

Common Stock
------------

Every holder of stock in Kaire shall be entitled to have a certificate,
signed by, or in the name of the corporation by, the chairman or vice-
chairman of the board of directors, or the president or a vice-president
and the treasurer or an assistant treasurer, or the secretary of Kaire,
certifying the number of shares owned by him in the corporation. If the
corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the designations, preferences and
relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations, or
restrictions of such preferences and/or rights shall be set forth in full
or summarized on the face or the back of the certificate which the
corporation shall issue to represent such class of series of stock,
provided that, except as otherwise provided in Section 202 of the General
Corporation Law of Delaware, in lieu of the foregoing requirements, there
may be set forth on the face or the back of the certificate which the
corporation shall issue to represent such class or series of stock, a
statement that the corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions
of such preferences and/or rights. When a certificate is countersigned (1)
by a transfer agent

other than Kaire or its employee, (2) by a registrar other than Kaire or
its employee, the signatures of such officers may be facsimiles.

Warrant and Options:
-------------------

Pursuant to the terms of the Modification Agreement, 833,334 warrants at an
exercise price of $.1485 have been issued to Libra Finance S.A., P.O. Box
4603, Zurich, Switzerland. Additionally, pursuant to the same provisions,
1,666,666 warrants at an exercise price of $.1485 have been issued to
Talbiya B. Investments Ltd., Ragnall House, 18 Peel Road, Douglas, Isle of
Man, 1M14L2, United Kingdom. Pursuant to the Amended Modification
Agreement, an additional 7,909,836 warrants will be issued upon the
effectiveness of the Registration Statement at an exercise price of .14342.

Kaire's CEO and Chairman, Mr. Westlund, currently has an option to purchase
3,833,333 shares of the Company's Common Stock at an option price of five
cents per share ($ .05).

Kaire's CFO and Secretary, Mr. Naccarato, currently has an option to
purchase 1,833,333 shares of the Company's Common Stock at an option price
of five cents per share ($ .05).

Kaire's President, Mr. Baum, currently has an option to purchase 1,833,333
shares of the Company's Common Stock at an option price of five cents per
share ($ .05).

Shares Eligible for Future Sale
-------------------------------

As of December 31, 2000, Kaire had 116,653,033 shares of Common Stock
outstanding. Sales of a substantial number of shares of Kaire's Common
Stock in the public market following this offering could adversely affect
the market price of the Common Stock. Kaire is registering with this
document, 158,098,000 shares of common stock for resale, all of which will
be freely tradable without restriction or further registration under the
Securities Act. This includes: a) 66,094,082 shares representing the
conversion of the 8% debentures and related interest expense; b) 66,094,082
shares representing reserve shares that may be needed to account for market
fluctuations in the price of the common stock prior to the conversion of
the debentures, and c) 15,500,000 of other selling shareholders, plus
10,409,836 warrants to be registered in connection with the secured
convertible debenture purchase agreement.

Selling Shareholders
--------------------

The Shares being offered for resale by our Selling Stockholders are
issuable pursuant to the convertible debenture purchase agreement (see
Exhibit 10.33) and the Modification Agreement (see Exhibit 10.38).
Additionally, certain shares are being offered for sale by our Selling
Stockholders with piggyback registration rights.

This Offering is being made pursuant to the exemption from the registration
provisions of the Securities Act of 1933, as amended, afforded by Rule 506
of Regulation D promulgated there under.

Recent Financing
-------------------------

In this document, Kaire is registering 142,598,000 shares being offered for
resale are in connection with a financing (pursuant to the Subscription
Agreement dated October 26, 2000, that was incorporated into the subsequent
Modification Agreement dated March 5, 2001). The Modification Agreement
provides for a funding of $8,000,000. There are two levels of funding:
Level One is a "Bridge Funding" in the form of 8% convertible debentures in
the amount of $1,250,000; and Level Two, "Additional Funding" (which takes
place after the effective date of this Registration Statement) in the form
of 8% convertible debentures in the amount of $6,750,000. The number of
shares required to convert the underlying Level One and Level Two
debentures amounts to 66,094,082 shares of common stock. Pursuant to the
Modification Agreement, the Company is required to register 200% of these
shares, for a total of 132,188,163 shares. This presentation is not
intended to constitute a prediction as to the future market price of the
Common Stock or as to the number of shares of Common Stock issuable upon
exercise of the convertible debenture.

Of the total number shares being registered, 10,409,836 warrants are being
registered. Of this total number of warrants, 2,500,000 were issued in
conjunction with the $1,250,000 Bridge Funding, and 7,909,836 warrants will
be issued upon the effectiveness of the Registration Statement. These
warrants have an exercise price of .1485 per share. This presentation is
not intended to constitute a prediction as to the future market price of
the Common Stock or as to the number of shares of Common Stock issuable
upon exercise of the convertible debenture.

The table below sets forth information concerning the resale of the shares
of Common Stock by the Selling Stockholders. We will not receive any
proceeds from the resale of the common stock by the Selling Stockholders.
We will receive proceeds from the exercise of the warrants. Assuming all
the shares registered below are sold by the Selling Stockholders, none of
the Selling Stockholders will continue to own any shares of our Common
Stock.

The following table also sets forth the name of each person who is offering
the resale of shares of common stock by this prospectus, the number of
shares of common stock beneficially owned by each person, the number of
shares of common stock that may be sold in this offering and the number of
shares of common stock each person will own after the offering, assuming
they sell all of the shares offered.

Beneficial ownership is determined in accordance with SEC rules and
generally includes voting or investment power with respect to securities.
Common shares that are issuable upon the exercise of outstanding options,
warrants, convertible Preferred Stock or other purchase rights, to the
extent exercisable within 60 days of the date of this Prospectus, are
treated as outstanding for purposes of computing each Selling Shareholder's
percentage ownership of outstanding common shares.

Shares Beneficially Shares Shares Beneficially Owned
Owned Offered After Offering
Selling Prior to the For If All Offered
Stockholder (1) Offering (2) Sale (3) Shares Are Sold (3)
- ----------- -------------------------- ---------- -------------------------

Number of Shares (%) (5) Number of Shares (%)

The Keshet Fund 19,431,660 (4) 7.506% 19,431,660 0 0%

Keshet, L.P. 25,775,940 (4) 9.99% 68,737,845 0 0%

Balmore S.A. 25,775,940 (4) 9.99% 44,018,659 0 0%

Libra Finance S.A. 3,469,945 (4) 1.34% 3,469,945 0 0%

Talbiya B. Investments LTD. 6,939,891 (4) 2.68% 6,939,891 0 0%

Sarit Rubenstein 5,166,667 1.99% 5,166,666 0 0%

Stash Trust 10,333,333 3.40% 10,333,333 0 0%

(1) No Selling Stockholder has held any position or office, or has had any
material relationship with us or any of our affiliates within the past
three years.
(2) Assumes that all convertible debentures have been converted and that all
warrants have been exercised into common stock.
(3) Assumes no sales are effected by the Selling Stockholder during the
offering period other than pursuant to this offering and that all shares
offered will be issued and sold.
(4) Includes the shares of our common stock issuable to The Keshet Fund,
Keshet, Balmore, S.A., Libra Finance S.A. and Talbiya B. Investments LTD.,
subject to the 9.99% limitation, upon conversion of its debentures and
exercise of its warrants.
(5) Percentages are based on 259,251,033 shares of common stock which includes
the following: 1) outstanding shares as of 12/31/00 and 2) all shares (and
share underlying the warrants) that are being registered in this statement.
(6) Pursuant to the Subscription Agreement between us and the debenture
holders, we are required to register such number of shares of common stock
equal to the sum of (i) 200% of the number of shares of common stock
issuable upon conversion in full of their debentures.

Plan of Distribution

The selling stockholders and any of their pledges, assignees, and successors-in-
interest may, from time to time, sell any or all of their shares of common stock
on any stock exchange, market, or trading facility on which the shares are
traded or in private transactions. These sales may be at fixed or negotiated
prices. There is no assurance that the selling stockholders will sell any or all
of the common stock in this offering. The

selling stockholders may use any one or more of the following methods when
selling shares:

Ordinary brokerage transactions and transactions in which the broker-dealer
solicits purchasers.
Block trades in which the broker-dealer will attempt to sell the shares as
agent but may position and resell a portion of the block as principal to
facilitate the transaction.
Purchases by a broker-dealer as principal and resale by the broker-dealer
for its own account.
An exchange distribution following the rules of the applicable exchange
Privately negotiated transactions
Short sales or sales of shares not previously owned by the seller
Broker-dealers may agree with the selling stockholders to sell a specified
number of such shares at a stipulated price per share
A combination of any such methods of sale
Any other lawful method

The Selling stockholders may also engage in:

Short selling against the box, which is making a short sale when the seller
already owns the shares.
Buying puts, which is a contract whereby the person buying the contract may
sell shares at a specified price by a specified date.
Selling under Rule 144 under the Securities Act, if available, rather than
under this prospectus.
Other transactions in our securities or in derivatives of our securities
and the subsequent sale or delivery of shares by the stockholder.
Pledging shares to their brokers under the margin provisions of customer
agreements. If a selling stockholder defaults on a margin loan, the broker may,
from time to time, offer to sell the pledged shares.

Broker-dealers engaged by the selling stockholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from selling stockholders in amounts to be negotiated. If any
broker-dealer acts as agent for the purchaser of shares, the broker-dealer may
receive commission from the purchaser in amounts to be negotiated. The selling
stockholders do not expect these commissions and discounts to exceed what is
customary in the types of transactions involved.

The selling stockholders and any broker-dealers or agents that are involved in
selling the shares may be considered to be "underwriters" within the meaning of
the Securities Act for such sales. An underwriter is a person who has purchased
shares from an issuer with a view towards distributing the shares to the public.
In such event, any commissions received by such broker-dealers or agents and any
profit on the resale of the shares purchased by them may be considered to be
underwriting commissions or discounts under the Securities Act.

Because the subscribers are "underwriters" within the meaning of Section 2(11)
of the Securities Act, they will be subject to the prospectus delivery
requirement.

We are required to pay all fees and expenses incident to the registration of the
shares in this offering. However, we will not pay any commissions or any other
fees in connection with the resale of the common stock in this offering. We have
agreed to indemnify the selling shareholders and their officers, directors,
employees and agents, and each person who controls any selling shareholder, in
certain circumstances against certain liabilities, including liabilities arising
under the Securities Act. Each selling shareholder has agreed to indemnify the
Company and its directors and officers in certain circumstances against certain
liabilities, including liabilities arising under the Securities Act.

If the selling stockholder notifies us that they have a material arrangement
with a broker-dealer for the resale of the common stock, then we would be
required to amend the registration statement of which this prospectus is a part,
and file a prospectus supplement to describe the agreements between the selling
stockholder and the broker-dealer.

Legal Proceedings

Our Company is not a party to any material pending legal proceedings and, to the
best of its knowledge, no such action by or against the Company has been
threatened.

Experts

Our financial statements in the prospectus of this Form SB-2 registration
statement have been audited by Berg & Company, CPA, as disclosed in their report
appearing elsewhere in this registration statement.

Legal Matters

Owen Naccarato, Attorney at Law, will pass upon legal matters concerning the
issuance of shares of common stock offered in this registration statement. Owen
Naccarato does beneficially own shares of the company.

Other Available Information

We are subject to the reporting requirements of the Securities and Exchange
Commission (the "commission"). We file periodic reports, proxy statements and
other information with the commission under the Securities Exchange Act of 1934.
We will provide without charge to each person who receives a copy of this
prospectus, upon written or oral request, a copy of any information that is
incorporated by reference in this prospectus (not including exhibits to the
information that is incorporated by reference unless the exhibits are themselves
specifically incorporated by reference). Requests should be directed to: Steven
R. Westlund

We have filed a registration statement on Form SB-2 under the Securities Act of
1933 Act with the Commission in connection with the securities offered by this
prospectus. This prospectus does not contain all of the information that is the
registration statement, you may inspect without charge, and copy our filings, at
the public reference room

maintained by the Commission at 450 Fifth Street, N.W. Washington, D.C. 20549.
Copies of this material may also be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W. Washington, D.C. 20549, at prescribe
rates. Information about the public reference room is available from the
commission by calling 1-800-SEC-0330.

The commission maintains a web site on the Internet that contains reports, proxy
and information statements and other information regarding issuers that file
electronically with the commission. The address of the site is www.sec.gov.

Visitors to the site may access such information by searching the EDGAR archives
on this web site.

You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide you with any information that is different.

The selling security holders are offering to sell, and seeking offers to buy,
shares of common stock only in jurisdictions where such offers and sales are
permitted.

The information contained in this prospectus is accurate only as of the date of
this prospectus.

Financial Statements

KAIRE HOLDING INCORPORATED AND SUBSIDIARIES

Financial Statements

December 31, 1999 and 1998

Report of Independent Certified Public Accountants 36

Consolidated Balance Sheets 37

Consolidated Statements of Operations 38

Consolidated Statements of Stockholders' Deficit 40

Consolidated Statements of Cash Flows 41

Notes to Consolidated Financial Statements 44

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Stockholders
Kaire Holdings Incorporated

We have audited the accompanying consolidated balance sheet of Kaire Holdings
Incorporated and subsidiaries as of December 31, 1999, and the related
consolidated statements of operations, stockholders' deficit, and cash flows for
the year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Kaire Holdings
Incorporated and subsidiaries as of December 31, 1999, and the consolidated
results of their operations and their consolidated cash flows for the year then
ended in conformity with generally accepted accounting principles.

Berg & Company LLP
March 17, 2000

KAIRE HOLDINGS INCORPORATED
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 1999 and 1998

ASSETS

1999 1998
------------ ------------

Current assets
Cash and cash equivalents $ 130,668 $ 6,331
Accounts receivable, net of allowance
for doubtful accounts of $1,000 29,332 55,260
Inventory - 70,042
Deposits - 9,500
Other asset - 28,404
------------ ------------
Total current assets 160,000 169,537
------------ ------------
Noncurrent assets
Furniture and equipment 891,473 891,473
Less: Accumulated depreciation (891,473) (875,438)
------------ ------------
Total noncurrent assets - 16,035
------------ ------------
Total assets $ 160,000 $ 185,572
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Notes payable $ 25,000 $ 25,000
Accounts payable and accrued expense 640,426 1,531,065
Convertible notes payable and debentures 81,000 1,240,100
------------ ------------
Total current liabilities 746,426 2,796,165

Total liabilities 746,426 2,796,165
------------ ------------

Stockholders' deficit
Common stock, $0.001 par value
400,000,000 shares authorized; 77,197,226 and
15,387,384 shares issued and outstanding, respectively 77,197 15,387
Additional paid in capital 30,521,658 28,086,764
Accumulated deficit (31,185,281) (30,712,744)
------------ ------------
Total stockholders' deficit (586,426) (2,610,593)
------------ ------------
Total liabilities and stockholders' deficit $ 160,000 $ 185,572
============ ============

See Accountants' Report and Notes to Financial Statements.

KAIRE HOLDINGS INCORPORATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
December 31, 1999 and 1998

1999 1998
----------- -----------

Revenues $ 259,545 $ 370,338
Cost of goods sold 89,245 156,075
----------- -----------

Gross Profit 170,300 214,263
----------- -----------
Operating expenses
Research and development 153 -
Selling, general, and administrative expenses 1,014,143 981,605
----------- -----------
Total operating expenses 1,014,296 981,605
----------- -----------
Loss from operations (843,996) (767,342)
----------- -----------
Other income (expense)
Interest expense (82,250) (226,985)
Other income (expense) 354,479 159
Loss provision on MRI equipment - 4,851
Non-cash miscellaneous income 27,326
Write-down of patents (44,691)
Write-down of accounts payable 75,504
----------- -----------
Total other (income) expenses 375,059 (266,666)
----------- -----------

Loss before provision for income taxes (468,937) (1,034,008)

Provision for income taxes 3,600 3,600
----------- -----------
Net loss $ (472,537) $(1,037,608)
=========== ===========
Basic loss per share $ (0.01) $ (0.13)
=========== ===========

Diluted loss per share $ (0.01) $ (0.13)
=========== ===========

Weighted-average shares outstanding - basic 36,251,628 7,929,788
=========== ===========

Weighted-average shares outstanding - diluted 36,736,986 7,929,788
=========== ===========

See Accountants' Report and Notes to Financial Statements.

KAIRE HOLDINGS INCORPORATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED December 31, 1999 and 1998

Additional
Common Stock Paid-In Accumulated
-----------------------
Shares Amount Capital Deficit Total
---------- -------- ----------- ------------ -----------

Balance, December 31, 1997 2,832,401 $ 2,832 $25,756,993 $(29,675,136) $(3,915,311)
Issued for conversion
of notes payable 10,773,292 10,773 936,061 946,834
Issued for convertible
note interest 333,310 333 48,647 48,980
Issued for professional
services 461,437 461 721,297 721,758
Issued for services 356,791 357 220,425 220,782
Issued for conversion
of debt 293,000 293 141,973 142,266
Sale of stocks 337,153 337 43,215 43,552
Beneficial Conversion 218,154 218,154
Net loss (1,037,608) (1,037,608)
---------- -------- ----------- ------------ -----------
Balance, December 31, 1988 15,387,384 15,387 28,086,764 (30,712,744) (2,610,593)
---------- -------- ----------- ------------ -----------

Issued for conversion
of notes payable 32,866,250 32,866 1,281,784 1,314,650
Issued for convertible
note interest 208,482 208 4,896 5,104
Issued for professional
services 335,000 335 19,165 19,500
Issued for services 817,610 818 64,182 65,000
Issued for conversion
of debt 7,678,708 7,679 162,769 170,448
Issued for options exercised 17,310,000 17,310 788,190 805,500
Issued for other compensation 1,275,000 1,275 62,475 63,750
Beneficial Conversion 1,318,792 1,319 51,433 52,752
Net loss (472,537) (472,537)
---------- -------- ----------- ------------ -----------
Balance, December 31, 1999 77,197,226 $ 77,197 $30,521,658 $(31,185,281) $ (586,426)
========== ======== =========== ============ ===========

See Accountants' Report and Notes to Financial Statements.

KAIRE HOLDINGS INCORPORATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,

1999 1998
----------- -----------

Cash flows from operating activities
Net loss $ (472,537) $(1,037,608)
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation expense 16,035 42,160
Deposits 9,500 --
Common stock issued in services 65,000 220,782
Common stock issued for professional services 19,500 721,758
Common stock issued for interest on notes 5,104 48,980
Common stock issued for conversion of debt 170,448 142,266
Common stock for conversion of notes payable 1,314,650 946,834
Common stock issued for options exercised 805,500 --
Common stock issued for other compensation 63,750 --
Charge related to beneficial conversion feature of
convertible notes payable/debentures 52,752 218,154
Write-down and valuation provision related to investment
in Kaire International, Inc. 44,691
Non cash other expenses (income) (34,087) --
(Increase) decrease in
Accounts receivable 32,689 (7,828)
Prepaid expenses and other assets -- 44,334
Inventory 98,446 43,208
Increase (decrease) in
Accounts payable and accrued expenses (863,313) (740,880)
----------- -----------
Net cash provided by operating activities 1,283,437 686,851
----------- -----------
Cash flows from investing activities
Net cash used in investing activities -- --
----------- -----------
Cash flows from financing activities
Payments on notes payable (1,159,100) (760,000)
Proceeds from the issuance of common stock and from the
exercise of options/warrants 43,552
----------- -----------
Net cash used in financing activities (1,159,100) (716,448)
----------- -----------
Net increase (decrease) in cash and cash equivalents 124,337 (29,597)

Cash and cash equivalents, beginning of year 6,331 35,928
----------- -----------

Cash and cash equivalents, end of year $ 130,668 $ 6,331
=========== ===========

See Accountants' Report and Notes to Financial Statements

KAIRE HOLDINGS INCORPORATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,

Supplemental disclosures of cash flow information

Interest paid $ 13,912 $ 2,751
-------- -------

Income taxes $ 1,600 $ 1,200
-------- -------

Supplemental schedule of non-cash investing and financing activities During the
year ended December 31, 1999, the Company entered into the following non-cash
transactions:

Issued 34,393,524 shares of common stock for conversion of $1,367,402 of notes
payable, and $5,104 of accrued interest.

Issued 817,610 shares of common stock for services valued at $65,000.

Issued 335,000 shares of common stock for professional fees valued at $19,500.

Issued 7,678,708 shares of common stock for conversion of debt valued at
$170,448.

Issued 17,310,000 shares of common stock for options exercised valued at
$805,500.

Issued 1,275,000 shares of common stock for other compensation valued at
$63,750.

See Accountants' Report and Notes to Financial Statements

KAIRE HOLDINGS INCORPORATED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Kaire Holdings Incorporated ("Kaire"), a Delaware corporation, was incorporated
on June 2, 1986. Effective February 3, 1998, Kaire changed its name to Kaire
Holdings Incorporated from Interactive Medical Technologies, Ltd. in connection
with its investment in Kaire International, Inc. ("KII"). The principal
activity of Kaire is the sale of colored microspheres to pharmaceutical
companies, universities, hospitals, and other academic centers engaged in blood
flow and pharmaceutical research.
In connection with these sales, Kaire also provides a national reference and
laboratory analysis service through its subsidiary, E-Z TRAC, Inc.

In 1999 the Company formed YesRx.com., which is an Internet drugstore that is
focused on pharmaceuticals, health, wellness and beauty products. The site
targets Internet shoppers and in particular, the senior citizen. YesRx focuses
on chronic care as opposed to emergency needs and works mainly with the patient
who has regular medication needs and multiple refills.

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

The consolidated financial statements include the accounts of Kaire and its
wholly-owned subsidiaries (collectively the "Company"). The Company's
subsidiaries include See/Shell Biotechnology, Inc., E-Z TRAC, Inc., Venus
Management, Inc., and EFFECTIVE Health, Inc. Except for E-Z TRAC, Inc., these
subsidiaries have no operations.

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, as
well as the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

Cash and Cash Equivalents
- -------------------------

For purpose 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.

KAIRE HOLDINGS INCORPORATED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

The Company recognizes revenue at the time the product is shipped to the
customer or services are rendered. Outbound shipping and handling charges are
included in net sales. A significant portion of the Company's sales is within
the United States. International sales are minimal.

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

Income (loss) per common share is computed on the weighted average number of
common or common and common equivalent shares outstanding during each year.
Basic EPS is computed as net income (loss) applicable to common stockholders
divided by the weighted average number of common shares outstanding for the
period. Diluted EPS reflects the potential dilution that could occur from common
shares issuable through stock options, warrants and other convertible securities
when the effect would be dilutive. The Board of Directors approved a 1 for 75
revenue stock split of its common stock in 1998. The accompanying financial
statements have been restated to give effect of the split.

Inventory
- ---------

Inventory consists entirely of health care products and is stated at the lower
of cost or market.

Furniture and Equipment
- -----------------------

Furniture and equipment are recorded at cost less accumulated depreciation
and amortization. Depreciation and amortization are provided using the straight-
line method over estimated useful lives of three to five years.

Amortization of leasehold improvements is computed using the straight-line
method over the lesser of the asset life or the life of the respective lease.

Maintenance and minor replacements are charged to expense as incurred. Gains
and losses on disposals are included in the results of operations.

Research and Development
- ------------------------

Research and development expenses consist principally of payroll and related
expenses for development of the contrast microspheres. All research and
development costs are expensed as incurred.

KAIRE HOLDINGS INCORPORATED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes
- ------------

The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which
requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of events that have been included in the
financial statements or tax returns. Under this method, deferred income taxes
are recognized for the tax consequences in future years of differences between
the tax bases of assets and liabilities and their financial reporting amounts at
each period end based on enacted tax laws and statutory tax rates applicable to
the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax
assets to the amount expected to be realized. The provision for income taxes
represents the tax payable for the period and the change during the period in
deferred tax assets and liabilities.

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

The Company measures its financial assets and liabilities in accordance with
generally accepted accounting principles. For certain of the Company's financial
instruments, including cash and cash equivalents and accounts payable and
accrued liabilities, the carrying amounts approximate fair value due to their
short maturities. The amounts shown for notes payable also approximate fair
value because current interest rates offered to the Company for debt of similar
maturities are substantially the same.

Stock Split
- -----------

During 1998, the Company effected a 1-for-75 reverse stock split of its common
stock. All share and per share data have been retroactively restated to reflect
this stock split.

Stock Options
- -------------

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

KAIRE HOLDINGS INCORPORATED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock Options (Continued)
- -------------------------

The Company has elected to use the implicit value based method and has disclosed
the pro forma effect of using the fair value based method to account for its
stock-based compensation.

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

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS
130), which is effective for financial statements for periods beginning after
December 15, 1997. This pronouncement establishes standards for reporting and
display of comprehensive income (loss) and its components in a full set of
general-purpose financial statements. The Company, however, does not have any
components of comprehensive income (loss) as defined by SFAS 130 and therefore,
for the years ended December 31, 1999 and 1998, comprehensive loss is equivalent
to the Company's net loss.

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

In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. SFAS No. 133 requires that an enterprise
recognize all derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. The Company does
not believe that the adoption of the provisions of SFAS No. 133 will have a
material impact on its financial position or results of operations.

The FASB issued SFAS No. 131 on "Disclosures about Segments of an Enterprise and
Related Information" effective in 1998. The Company evaluated SFAS No. 131 and
determined that the Company operates in only one segment.

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. However, the Company has experienced net losses of
$472,537 and $1,037,608 for the years ended December 31, 1999 and 1998,
respectively. This factor raises doubt about the Company's ability to continue
as a going concern. In view of the matters described above, recoverability of a
major portion of the recorded asset amounts

KAIRE HOLDINGS INCORPORATED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999

NOTE 2 - GOING CONCERN (Continued)

shown in the accompanying balance sheet is dependent upon the Company's ability
to generate sufficient sales volume to cover its operating expenses. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts, or amounts and
classification of liabilities that might be necessary should the Company be
unable to continue in existence.

In 1999, the Company took significant steps toward reducing losses and improving
cash flow from operations, including assignment of its Santa Monica property
lease, significant reduction of its workforce, and consolidation of all
California operations to its North Hollywood facility.

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

NOTE 3 - INVESTMENT IN KAIRE INTERNATIONAL, INC.

The Company's ownership in KII, Inc., a multi-level marketing company, has
been decreased from 80% to approximately 24% (1,073,196 shares), which occurred
in 1999. Based on the Company's temporary controlling interest in KII, the
Company accounted for its investment in KII using the equity method.

NOTE 4 - FURNITURE AND EQUIPMENT

Furniture and equipment at December 31, 1999 and 1998 consisted of the
following:

1999 1998
-------- --------

Furniture and equipment $460,076 $460,076
Leasehold improvements 431,397 431,397
-------- --------
891,473 891,473
Less accumulated depreciation and amortization
891,473 875,438
-------- --------
Total $ - $ 16,035
======== ========

Depreciation and amortization expense for the years ended December 31, 1999 and
1998 was $16,035 and $42,159, respectively.

KAIRE HOLDINGS INCORPORATED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999

NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses at December 31, 1999 and 1998 consisted of
the following:

1999 1998
-------- ----------

Accounts payable $126,200 $ 356,855
Accrued professional and related fees 108,091 237,339
Accrued compensation and related payroll taxes 2,928 225,703
Accrued interest payable 221,631 132,597
Other accrued expenses 181,576 578,571
-------- ----------
Total $640,426 $1,531,065
======== ==========

NOTE 6 - CONVERTIBLE NOTES PAYABLE AND DEBENTURES

During October through December 1997, the Company issued 8% convertible
debentures due three years from the date of issuance. The debentures are
convertible beginning with the 41st day after issuance and at a conversion price
equal to 70% of the average closing bid price of the Company's common stock
during the last five days prior to the conversion date. In connection with the
issuance of these debentures, the Company recorded additional interest amounting
to $364,000 related to the beneficial conversion feature of the debentures. The
note holders have certain registration rights. At December 31, 1999, convertible
debentures outstanding aggregated to $0.

During January through May 1997, the Company issued convertible notes
aggregating to $479,655, which are due in, the same months in 2000. The notes
have a stated interest rate of 10% per annum, which interest is payable semi-
annually. The notes are convertible at $9.38 per share, which approximated the
average trading price of the Company's common stock. At December 31, 1999,
$56,000 of these notes was outstanding.

The notes are callable by the Company after six months from the date of
issuance at a premium of 103% of face value on or before December 31, 1998, 102%
of face value on or before December 31, 1998, and 101% of face value if called
on or December 31, 1999. Upon closure of the offering, the Company is to
maintain a $100,000 sinking fund until such time as it realizes positive cash
flow from operations of $10,000 per month for three consecutive months. As of
December 31, 1999, no sinking fund had yet been established. As of December 31,
1999, notes aggregating to $25,000 were outstanding.

All convertible notes mature during the year ended December 31, 2000.

KAIRE HOLDINGS INCORPORATED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999

NOTE 7 - INCOME TAXES

Significant components of the provision for taxes based on income for the
years ended December 31 are as follows:

1999 1998
------ -------
Current
Federal $ - $ -
State 3,600 3,600
------ -------
3,600 3,600
------ -------
Deferred
Federal - -
State - -
------ -------
Provision for income taxes $3,600 $3,600
====== =======

A reconciliation of the provision for income tax expense with the expected
income tax computed by applying the federal statutory income tax rate to income
before provision for (benefit from) income taxes for the years ended December 31
is as follows:

1999 1998
------ -------

Income tax provisions (benefit) computed
at federal statutory rate 34.0% (34.0%)

State taxes, net of federal benefit (0.1) (0.1)

Increase in the valuation allowance (34.0) 34.0
------ -------
Total (0.1)% (0.1)%
====== =======
50

KAIRE HOLDINGS INCORPORATED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999

NOTE 7 - INCOME TAXES (continued)

Significant components of the Company's deferred tax assets and liabilities for
income taxes consist of the following:

1999 1998
------------ ------------

Deferred tax asset
Net operating loss carryforwards $ 4,091,145 $ 6,009,043
Impairment of assets 2,032,518 2,032,518
Options/warrants 2,101,337 1,103,734
Other - 102,729
----------- -----------
8,225,000 9,248,024
Valuation allowance (8,225,000) (9,248,024)
----------- -----------
Deferred tax liability - -
State income taxes - -
----------- -----------
Net deferred tax asset $ - $ -
=========== ===========

At December 31, 1999, the Company has available approximately $12,000,000
and $5,00,000 in net operating loss carryforwards available to offset future
federal and state income taxes, respectively, which expire through 2014 and
2004, respectively.

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

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Litigation

In February 1992, Medical Funding of America ("MFA") leased to Tri-County a
Siemens Mobile Magneton Impact MRI System with a Van. On or about June 24, 1992,
Siemens and MFA entered into a loan and security agreement in the amount of
$2,019,496, which was paid directly to Siemens Medical Systems, Inc. On or about
March 1, 1995, Siemens, MFA, Tri-County, and Venus Management (an Interactive
Medical Technologies (Kaire Holdings) subsidiary ("Kaire") entered into a
transfer of interest agreement whereby Kaire gave its corporate guaranty of all
of Venus' obligations under this agreement.

Venus and MFA defaulted on the loan, and on April 2, 1997, Siemens Credit
Corporation filed a civil action for the accelerated amount due plus costs. This
action is still pending. On or about October 9, 1997, a Transfer of Interest
Agreement was drawn up between Venus Management, Siemens Credit

KAIRE HOLDINGS INCORPORATED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999

NOTE 8 - COMMITMENTS AND CONTINGENCIES (Continued)

Litigation (continued)

Corporation, and Medical Management, Inc. ("CMI," NYSE symbol CMI) whereby
CMI would take over the lease. CMI took possession of the MRI. All parties the
agreement, except Siemens, who continued to negotiate with CMI in an attempt to
get CMI to pay all of the arrearages owed Siemens. At present CMI and Siemens
are still negotiating over the terms of the agreement. It is the opinion of the
Company's management that its obligations under this agreement have been
assigned and that Siemens will not pursue this matter any further.

Except as otherwise specifically indicated above, management believes that
the Company doesn't have any material liability for any lawsuits, settlements,
judgments, or fees of defense counsel which have not been paid or accrued as of
December 31, 1999. However, there can be no assurance that the Company will
prevail in any of the above proceedings. In addition, the Company may be
required to continue to defend itself resulting in substantial additional
expense. In the event the Company is unable to pay the defense costs associated
with the foregoing, an unfavorable settlement or judgment could be awarded
against the Company, which could have a material adverse effect upon the
Company.

Guarantee of Lease Payments
- ---------------------------

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

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

Tri-County was delinquent in making certain of its lease payments to VMI
under the terms of the lease agreement concerning the Unit, and MFA failed to
make these payments to VMI under its guarantee of Tri-County's payments to VMI.
Accordingly, VMI had not made certain payments due to the third- party finance
company for the Unit. As a result, the third-party finance company issued a
notice of default to the Company. Tri-County is currently in discussions with
the third-party finance company

KAIRE HOLDINGS INCORPORATED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999

NOTE 8 - COMMITMENTS AND CONTINGENCIES (Continued)

Guarantee of Lease Payments (continued) to restructure the obligation, to assume
the debt, and to take title to the Unit. It is expected that the third-party
finance company will accept the restructure, and the Company will release its
title to the equipment in exchange for the third-party finance company releasing
the Company from its debt obligation. Accordingly, the Company has provided
$63,450 in 1998 to write off the Company's net investment in this equipment,
including the lease receivable offset by the remaining debt and interest
payable.

However, if the parties are unable to resolve this matter, it is likely
that the third-party finance company will institute an action against the
Company, VMI, and Tri-County for the balance due, plus other costs and relief.

On or about October 9, 1997, a Transfer of Interest Agreement was drawn up
between Venus Management, Siemens Credit Corporation, and Medical Management,
Inc. ("CMI," NYSE symbol CMI) whereby CMI would take over the lease. CMI took
possession of the MRI. All parties executed the agreement, except Siemens, who
continued to negotiate with CMI in an attempt to get CMI to pay all of the
arrearages owed Siemens. At present CMI and Siemens are still negotiating over
the terms of the agreement. It is the opinion of the Company's management that
its obligations under this agreement have been assigned and that Siemens will
not pursue this matter any further.

Accordingly, the equipment and related note payable have been removed from
the Company's balance sheet, which resulted in an immaterial change to
operations. At December 31, 1999, the Company's guarantee totaled approximately
$1,200,000.

Office Lease

The Company leases a facility for its corporate office under non-cancelable
operating lease agreements that expire in May 2001. Future minimum lease
payments under these non-cancelable operating leases are as follows:

Year Ending
December 31,
------------

2000 $ 21,600
2001 9,000
-----------
Total $ 30,600
===========

Rent expense for the years ended December 31, 1999 and 1998 was $57,611 and
$90,144 respectively.

KAIRE HOLDINGS INCORPORATED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999

NOTE 8 - COMMITMENTS AND CONTINGENCIES (Continued)

Employment and Consulting Agreements
- ------------------------------------

The Company has an employment agreement with it executive officer that expires
in June 2002. This is renewable thereafter for additional three- year terms. The
agreement may be terminated by either party with a written notice six months
prior to the expiration date of the initial term or any renewal term. The
agreement provides for a monthly base salary with specified increases during the
passage of time. A five-year option to purchase 200,000 shares of the Company's
common stock at the price of $3.75 per share has been granted to the executive
officer. Any compensation accrued but not paid, may be paid to the officer in
cash or in the form of common stock valued at $3.75 per share. In addition,
interest will be paid on accrued compensation at a rate of 8% per year. The
officer received 3,000,000 shares of the company's stock during 1999 with a
market value of $60,000 as partial payment of these liabilities. A former
officer received 4,000,000 shares of the company's stock during 1999 with a
market value of $80,000 as payment of similar liabilities.

The Company also has an employment agreement with its Chief Financial Officer,
which expired in June 1998. The agreement is renewable thereafter automatically
for twelve-month periods, unless written notice is received by the employee
ninety days prior to the expiration date. The agreement provides for a monthly
base salary along with 600,000 shares of the Company's common stock for each
twelve-month period.

The Company has an employment agreement with its President, expired on February
15, 2000. The agreement provides for a monthly base salary along with 2,000,000
shares of the Company's common stock for each twelve-month period. The Company
shall give the President 45 days written notice prior to the effective date of
his termination after February 2000.

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

KAIRE HOLDINGS INCORPORATED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999

NOTE 9 - STOCKHOLDERS' DEFICIT

Common Stock
- ------------
Company issued common stock to related parties, noted as follows:

The former President of the Company received 4,000,000 shares of common
stock as repayment of prior amounts personally due him. In addition, this former
officer of the Corporation received 13,443,750 shares in the form of converted
market value options granted for consulting services at $.05 per share and
shares issued for debt restructuring.

The Company's Chief Executive Officer received 3,000,000 shares of common
stock as repayment of prior amounts personally due him.

The new President of the Company exercised market value options and acquired
1,250,000 shares of the Company's common stock at $.04 per share.

The Chief Financial Officer of the Company received 1,200,000 shares of
stock as compensation for services rendered during 1998 and 1999.

The Company has adopted only the disclosure provisions of SFAS No. 123. It
applies APB Opinion No. 25 and related interpretations in accounting for its
plans and does not recognize compensation expense for its stock-based
compensation plans other than for restricted stock and options issued to outside
third parties. If the Company had elected to recognize compensation expense
based upon the fair value at the grant date for awards under this plan
consistent with the methodology prescribed by SFAS No. 123, the Company's net
loss and loss per share would be reduced to the pro forma amounts indicated
below for the years ended December 31:

1999 1998
----------- -----------

Net loss
As reported $(472,537) $(905,608)
Pro forma $(488,522) $(905,608)
Basic and diluted loss per common share
As reported $ (0.01) $ (0.13)
Pro forma $ (0.01) $ (0.13)

Options are granted at prices are equal to the current fair value of the
Company's common stock at the date of grant. The vesting period is usually
related to the length of employment or consulting contract period.

KAIRE HOLDINGS INCORPORATED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999

NOTE 9 - STOCKHOLDERS' DEFICIT (continued)

The fair value of these options was estimated at the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions for the year ended December 31, 1999: dividend yield of 0%; expected
volatility of 100%; risk-free interest rate of 5.5%; and expected life of 1 to
1.5 years.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options, which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its stock options. . In 1998, the market share
price has decreased to levels significantly below the per share option/warrant
exercise price. Accordingly, the value of the options granted during 1998 is
deemed to be deminimus.

The weighted-average fair value of options granted during the years ended
December 31, 1999 was $0.08, and the weighted-average fair value of options
granted during the year ended December 31, 1998 was deminimus.
The following table summarizes information with respect to options outstanding
and exercisable at December 31, 1999:

Options Outstanding Options Exercisable
------------------- -------------------
Weighted
Weighted Average Weighted
Average Remaining Average
Exercise Number Exercise Contractual Number Exercise
Prices Of Shares Price Life Of Shares Price
-------- --------- ----------- ----------- --------- --------

$ 0.01 to $0.05 600,000 $0.05 1.00 600,000 $0.05
$ 0.06 to $0.10 155,000 $0.10 1.00 155,000 $0.10
$ 3.75 to $22.50 450,667 $4.73 3.10 450,667 $4.73
--------- ----- ---- --------- -----
1,205,667 $1.80 1.75 1,205,667 $1.80

KAIRE HOLDINGS INCORPORATED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999

NOTE 9 - STOCKHOLDERS' DEFICIT (Continued)
The following summarizes the Company's stock option and warrants activity:

Warrants Weighted
And Average
Stock Options Exercise
Outstanding Price
------------ --------
Outstanding, December 31, 1997 (restated)
725,185 $26.25
Granted 695,000 $ 0.60
Expired/Cancelled (14,493) $62.25
------------ --------
Outstanding, December 31,1998 1,405,692 $ 9.30
Granted 18,720,000 $ 0.05
Exercised (17,460,000) $ 0.05
Expired/Cancelled (687,692) $ 3.15
------------ --------
Outstanding December 31, 1999 1,978,000 $ 6.74
============ ========
Exercisable, December 31, 1999 1,978,000 $ 6.74
============ ========

During 1998, the trading price of the company's common stock fell below the
$.001 par value of stock. During this period, the conversion of convertible
notes payable to common stock resulted in common stock being issued at less than
par value. In 1998, $492,430 was charged to paid-in-capital for these
transactions.

The Company has 772,333 and 831,692 warrants outstanding as of December 31,
1999 and 1998, respectively. The exercise prices for the warrants range from
$0.60 to $45.

NOTE 10 - SUBSEQUENT EVENTS

The Company entered into a letter of intent with Stason U.S. Pharmaceuticals,
Inc. (Stason). Under the agreement, Stason will receive an 11% interest in a
wholly owned subsidiary, YesRx, Inc., that was incorporated March 27, 2000. In
exchange, Stason will provide YesRx, Inc., $175,000 in working capital and
provide a distribution facility for the Internet prescription and non-
prescription operations of the new company. In addition, Stason and Kaire will
merge their laboratory operations into a new company in which Stason will hold
75% of the common stock of the newly formed Company. The form of this merger has
not been determined. Kaire Holdings intends to pursue further Internet related
activities.

KAIRE HOLDINGS INCORPORATED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999

NOTE 10 - SUBSEQUENT EVENTS (continued)

On February 1, 2000, the Company issued options to consultants for the
purchase of 4,950,000 shares of common stock at $0.15 per share. All shares were
exercised by the option holders.

During March 2000, the Company signed a letter of intent to acquire Classic
Care Pharmacy, a Los Angeles based business-to-business pharmacy. The final
terms are still being negotiated.

The Company entered into a consulting agreement with an individual to
provide services related to the Kaire's drug fulfillment operations. The
consultant received an option to acquire 1,250,000 shares of Kaire's common
stock at $.05 per share and is to receive an option to acquire an additional
400,000 shares of common stock at $.05 per share if certain revenue goals are
reached.

KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
December 31, 1999 and September 30, 2000

ASSETS
------

Dec 31, Sept 31,
1999 2000
-------- ----------
(unaudited)

Current assets
Cash and cash equivalents $130,668 $ 107,638
Accounts receivables, net 29,332 1,072,873
Inventory 290,080
Prepaid expense 65,337
-------- ----------
Total current assets 160,000 1,535,928

Furniture and equipment, net 252,581
Other Assets 52,387
Deposits 5,000
Investments 30,000
Goodwill, net 3,727,614
-------- ----------
Total assets $160,000 $5,603,510
-------- ----------

LIABILITIES AND SHAREHOLDERS' DEFICIT
-------------------------------------

Current liabilities
Notes payable 25,000 25,000
Accounts payable and accrued expenses 640,426 1,283,989
Convertible notes payable 81,000 467,892
-------- ----------
Total current liabilities 746,426 1,776,881
-------- ----------
Total liabilities 746,426 1,776,881
-------- ----------

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

KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
December 31, 1999 and September 30, 2000

December 31, September 30,
1999 2000
------------ -------------
(unaudited)
Shareholders' deficit
Common stock, $0.001 par value
authorized 400,000,000 shares,
115,929,033 issued and outstanding 77,197 116,653
and 116,653,033 issued and outstanding

Additional paid-in-capital 30,521,658 35,695,702
Accumulated deficit (31,185,281) (31,985,726)
------------ ------------

Total Shareholders' Deficit (586,426) 3,826,629

Total liabilities and stockholders' deficit $ 160,000 $ 5,603,510
------------ ------------

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

KAIRE HOLDINGS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 and 2000

Three Months Ended Nine Months Ended
September 30, September 30,
------------------------- -------------------------
1999 2000 1999 2000
----------- ----------- ----------- -----------

REVENUES
Products and Services $ 61,928 $ 2,017,966 $ 198,374 $ 2,806,810
Lease Rentals - - -
----------- ----------- ----------- -----------
Total Revenue 61,928 2,017,966 198,374 2,806,810

Cost of Revenues 33,798 1,341,252 54,504 1,837,236

Gross Profit 28,130 676,714 143,870 969,574
Operating Expenses
Research and development 153 153
Selling, general and administrative 158,080 646,570 479,074 1,234,513
----------- ----------- ----------- -----------
Total Operating Expenses 158,233 646,570 479,227 1,234,513
----------- ----------- ----------- -----------
Profit from Operations (Loss) (130,102) 30,144 (335,357) (64,939)

Other Income and (Expense)
Interest expense (16,183) (1,551) (68,257) (16,095)
Other Expenses (10,005) (75,000) (25,804) (310,000)
Below Market Note
Conversion (427,100) (662,593)
Other Income 683 75,000 399,800 86,828
----------- ----------- ----------- -----------
Total interest expense and other (452,605) (1,551) (356,854) (239,267)
Profit before provision for state (Loss) (582,708) 28,593 (692,210) (504,206)

Provision for state income taxes 400 400 1,200 1,200
Net Income (Loss) (583,108) 28,193 (693,410) (505,406)
----------- ----------- ----------- -----------
Basic(Loss) per Share $ (0.02) $ 0.0003 $ (0.02) $ (0.0055)

Basic Shares Weighted Average 27,929,434 91,363,388 22,033,808 91,958,815

Diluted (Loss) per Share $ (0.02) $ 0.0003 $ 0.003 $ (0.0054)

Diluted Shares Weighted Average 27,929,434 95,868,588 23,033,808 93,691,584

See the accompanying notes to these consolidated statements.

KAIRE HOLDINGS INCORPORATED AND SUBSIDARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 1999 and 2000

(Unaudited) (Unaudited)
1999 2000
--------- ------------
Cash flows from operating activities
Net Loss $(693,410) $ (505,406)
Adjustments to reconcile net loss to net cash
used in operating activities:
Amortization and Depreciation 15,190 66,089
Deposits (5,000)
Common stock issued for services 151,500 94,500
Common stock issued for interest on notes 4,529 14,543
Common stock issued for Convertible notes 26,546
Expenses related to below-market stock 662,593
Common Stock Issued for Other Compensation 315,000
Convertible notes payable/debentures 10,000
Non cash other expenses (income) (82,025)
(Increase) decrease in:
Accounts receivable 7,405 (1,043,541)
Prepaid expenses and other assets ( 4,610) (65,337)
Inventories (290,080)
Increase (decrease) in:
Accounts payable and accrued expenses (589,345) 1,020,456
--------- -----------

Net cash used in operating activities (391,044) (444,254)
--------- -----------

Cash flows from investing activities
Purchase of furniture and equipment - (252,581)
Purchase of Goodwill (690,794)
Investment in affiliates - (30,000)
--------- -----------
Net cash used in investing activities - (973,375)

Cash flows from financing activities
Payments on notes payable
Payments to classic care shareholders (255,000)
Proceeds from issuance of common stock 240,000 1,649,599
Proceeds from issuance of convertible notes 150,000
--------- -----------
Net cash provided by financing activities 390,000 1,394,599
--------- -----------

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

KAIRE HOLDINGS INCORPORATED AND SUBSIDARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended September 30, 1999 and 2000

(Unaudited) (Unaudited)

1999 2000
------- --------

Net decrease in cash and cash equivalents (1,044) (23,030)
------- --------

Cash and cash equivalents, beginning of period 6,331 130,668
------- --------

Cash and cash equivalents, end of period $ 5,287 $107,638
------- --------

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

KAIRE HOLDINGS INCORPORATED and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
September 30, 2000

1. Significant Risks
-----------------

The Company has incurred net losses of $1,037,608 and $472,537 for the
years ended December 31, 1998 and 1999, respectively and an additional loss of
$109,935 for the nine months ended September 30, 1999 and profit of $20,612 for
the nine months ended September 30, 2000.

The Company's condensed consolidated financial statements have been
prepared on the assumption the Company will continue as a going concern. The
Company however has suffered recurring losses from operations that raise doubt
about its ability to continue as a going concern. The financial statements do
not include any adjustments relating to the recoverability and classification of
asset carrying amounts or the amount of liabilities that might result should the
Company be unable to continue as a going concern. The Company's condensed
consolidated financial statements have been prepared on the assumption the
Company will continue as a going concern.

The Company, formerly known as Interactive Medical Technologies Ltd., was
incorporated in Delaware in 1986. The Company's former main business was
providing non-radioactive diagnostic products and laboratory analysis services
to private and government research facilities, academic centers, and hospitals
engaged in studying the effects of experimental drugs and/or surgical procedures
have on regional blood flow. These products and services are sold through the
Company's E-Z Trac division. As previously disclosed, effective May 1, 2000, the
Company had entered into an agreement with Stason Labs of Irvine, whereby the
laboratory was transferred to Stason's Irvine facility for the purpose of
providing better service to existing customers plus to explore the possibilities
of expanding the laboratory services into new areas.

Kaire Holdings, Inc.'s current focus is in developing and marketing
products and services to businesses and consumers of specific market segments by
joining traditional business concepts with internet technologies.

In 1999 the Company formed YesRx.com., which is an Internet drugstore that
is focused on pharmaceuticals, health, wellness and beauty products. The site
targets Internet shoppers and in particular, the senior citizen. In addition to
the Business to Consumer strategy, the company is in the process of implementing
a tightly focused Business to Business/Agency plan to fulfill orders to various
targeted groups through an advocate or enterprise that acts as a central
distributor. YesRx focuses on chronic care as opposed to emergency needs. The
company does not provide urgent care medications but works with the patient who
has regular

medication needs and multiple refills. This provides operational feasibility and
recurring revenue streams. It is management's intent to spin off YesRx.com into
a separate company, contingent on funding.

In furtherance of its internet initiatives, on June 1, 2000, the Company
acquired Classic Care Pharmacy, a Los Angeles-based business to business
pharmacy. Through this acquisition, Kaire will be able to expand its business to
business and consumer customer base. The purchase called for Kaire to pay
Classic Care ownership $1 million in cash in installments and up to 15.5 million
shares of restricted Kaire common stock.

On February 19, 1998, Kaire Holdings, Incorporated changed its name from
Interactive Medical Technologies, Ltd., changed its NASDAQ OTC BBS symbol to
"KAHI" and reverse split its Common Stock at a ratio of seventy-five (75) to one
(1).

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

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

Basis of Presentation
---------------------

The accompanying condensed consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. Certain
matters raise substantial doubt about the Company's ability to continue as a
going concern. As discussed in Note 1, the Company operates under extreme
liquidity constraints and, because of recurring losses, increasing difficulty in
raising necessary additional capital. Management's plan in regard to these
matters is described above. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.

In the opinion of the management the accompanying consolidated financial
statements contain all adjustments necessary (consisting of only normal
recurring accruals) to present fairly the financial position at September 30,
2000, the results of its operations for the three and nine months ended
September 30, 2000 and the cash flow for nine months ended September 30, 2000.
Certain information and footnote disclosures normally included in financial
statements that would have been prepared in accordance with generally accepted
accounting principles have been condensed or

omitted pursuant to the rules and regulations of the Securities and Exchange
Commission, although management of the Company believes that the disclosures in
these financial statements are adequate to make the information presented
therein not misleading. It is suggested that these condensed financial
statements and notes thereto be read in conjunction with the financial
statements and the notes thereto included in the Company's December 31, 1999
Form 10-KSB.

The results of operations for the nine months ended September 30, 2000 are
not necessarily indicative of the results of operations to be expected for the
full fiscal year ending December 31, 2000.

Income Taxes
------------

The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which
requires the recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred income taxes are
recognized for the tax consequences in future years of differences between the
tax bases of assets and liabilities and their financial reporting amounts at
each period end based on enacted tax laws and statutory tax rates applicable to
the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax
assets to the amount expected to be realized. The provision for income taxes
represents the tax payable for the period and the change during the period in
deferred tax assets and liabilities.

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

The Company measures its financial assets and liabilities in accordance
with generally accepted accounting principles. For certain of the Company's
financial instruments, including cash and cash equivalents and accounts payable
and accrued liabilities, the carrying amounts approximate fair value due to
their short maturities. The amounts shown for notes payable also approximate
fair value because current interest rates offered to the Company for debt of
similar maturities are substantially the same.

Stock Split
-----------

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

Stock Options
-------------

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

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

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

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

3. Capital Transaction, Convertible Notes Payable and Debentures

During the first two Quarter of fiscal 2000 ending March 31, 2000 and June
30, 2000, the Company issued securities using the exceptions available under the
Securities Act of 1933 including unregistered sales made pursuant to Section
4(2) of the Securities Act of 1933, as follows:

Quarter one ending March 31, 2000:

The Company issued 3,010,808 shares of common stock for conversion of debt
valued at $134,000.

The Company issued 4,565,000 shares of common stock for options exercised
valued at $656,500

The Company issued 3,130,000 shares of common stock for other compensation
valued at $190,000.

Quarter two ending June 30, 2000:

The Company issued 500,000 shares of common stock for other compensation
valued at $50,000.

Quarter Three ending September 30, 2000

The Company issued 560,000 shares of common stock for other compensation
valued at $75,000.

4. Acquisitions
------------

On June 1, 2000, the Company completed the acquisitions to acquire Classic
Care Pharmacy, a Los Angeles-based business to business pharmacy. Through this
acquisition, Kaire will be able to expand its business to business and consumer
customer base. The transaction resulted in the Company Paying $4,100,000
consisting of $1,000,000 in cash and 15,500,000 shares of the Company's common
stock with a value of $3,100,000 for all the outstanding shares of Classic Care
Pharmacy.

Additionally, the Company agrees to guarantee the shareholders of Classic
Care a $0.50 per share stock value of the Closing Shares, the Escrow Shares and
the Additional Shares. The stock price will be determined based on the average
of the low and high bid prices for Acquirer's common stock quoted for the last
ten trading days prior to three business days prior to the effectiveness of a
registration statement covering the subject shares. Here, the Company agrees to
subtract the stock price, based on a certain calculation from $0.50 and, on the
Effective Date of the Registration Statement, issue to Classic Care's
shareholders shares of the Company's common stock with a fair market value equal
to the aggregate amount of such shortfall (the "Make Whole Shares"). By way of
illustration, if the Closing Shares, the Escrow Shares and the Additional Shares
total 20 million shares, but the fair market value as determined on effective
date is only $0.30 per share, then Acquirer would have to issue to the Company
Shareholders an amount of Make Whole Shares with a fair market value equal to
$4,000,000 (20 million X $0.20), or 13,333,333 shares ($4 million/$0.30). For
the purposes of this report, diluted shares outstanding include an additional
23,250,000 common shares to reflect potential dilution.

The assets and liabilities acquired from Classic Care were as follows:

Accounts receivable $ 320,803
Inventory 315,973
Other current assets 80,337
Fixed assets 238,485
Intangibles 52,386
Goodwill 3,790,794

Account payable (390,886)
Long term liabilities (287,892)
----------

Cost of net assets acquired 4,100,000

In February 2000, the Company formed a strategic business relationship with
Stason Pharmaceuticals Inc., ("Stason"), the U.S. affiliate of Taiwan-based
Standard Chemical and Pharmaceutical Co. Limited. Stason is an FDA-approved
manufacturer of pharmaceutical drugs as well as various over-the-counter,
health-oriented consumer products.

Under the agreement, Stason and the Company formed a joint venture to
pursue opportunities in the bio-medical field. As of May 1, 2000, the Company
transferred its laboratory operation to the new entity. The final terms of the
joint venture is still being determined.

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
- -------------------------------------------------

Indemnification of Directors and Officer

The corporation shall, to the fullest extent permitted by Section 145 of the
General Corporation Law of the state of Delaware, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have the power to
indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any By-Law, agreement,
vote of the stockholders or disinterested Directors or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office, and shall 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 such person.

The Board of Directors of the Company may also authorize the Company to
indemnify employees or agents of the Company, and to advance the reasonable
expenses of such persons, to the same extent, following the same determinations
and upon the same conditions as are required for the indemnification of and
advancement of expenses to directors and officers of the Company. As of the date
of this Registration Statement, the Board of Directors has not extended
indemnification rights to persons other than directors and officers.

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

Other Expenses of Issuance and Distribution

Related to the securities being registered. The expenses shall be paid by the
Registrant.

SEC Registration Fee $ 5,058.53
Printing and Engraving Expenses $ 5,000.00
Legal Fees and Expenses $ 25,000.00
Accounting Fees and Expenses $ 10,000.00
Transfer Agent Fees $ 2,000.00
Blue Sky Fees $ 2,000.00
Miscellaneous $ 5,000.00
-------------

Total 54,058.53

Recent Sales of Unregistered Securities

For the Month of December 1999.
- -------------------------------

In December 1999, the Company issued 675,000 shares of common stock for
conversion of convertible debt valued at $33,740. The shares were issued
pursuant to the exemption provided for under Section 4(2) of the Securities Act
of 1933, as amended, as a "transaction not involving a public offering."

For the Quarter ending March 31, 2000.
- --------------------------------------

In January 2000, the Company issued 3,010,808 shares of common stock for
conversion of convertible debt valued at $134,000. The shares were issued
pursuant to the exemption provided for under Section 4(2) of the Securities Act
of 1933, as amended, as a "transaction not involving a public offering."

For Second Quarter ending June 30, 2000
- ---------------------------------------

In April 2000, the Company issued 300,000 shares of common stock for exercise of
options valued at $9,000. The shares were issued pursuant to the exemption
provided for under Section 4(2) of the Securities Act of 1933, as amended, as a
"transaction not involving a public offering."

In May 2000 the Company issued 15,500,000 shares of common stock as part of the
purchase price for the acquisition of Classic Care Pharmacy. The shares were
issued pursuant to the exemption provided for under Section 4(2) of the
Securities Act of 1933, as amended, as a "transaction not involving a public
offering."

In May 2000, the Company issued 1,000,000 shares of common stock for exercise of
options valued at $50,000. The shares were issued pursuant to the exemption
provided for under Section 4(2) of the Securities Act of 1933, as amended, as a
"transaction not involving a public offering."

For Third Quarter ending September 30, 2000
- -------------------------------------------

In July and August 2000, the Company issued 724,000 shares of common stock for
exercise of options valued at $94,680. The shares were issued pursuant to the
exemption provided for under Section 4(2) of the Securities Act of 1933, as
amended, as a "transaction not involving a public offering."

For the Fourth Quarter Ending December 31, 2000
- -----------------------------------------------

None issued.

Item 27 Exhibits:

(a) Exhibits

3. Articles of Incorporation and bylaws of the Company, as amended. (1)

4.1 Form of Warrant Agreement between the Company and Jersey Stock
Transfer and Trust Company, including the Form of Warrant (as
modified). (4)

4.2 Form of Stock Purchase Warrant (issued with promissory note). (2)

5.1 Opinion re: Legality

10.1 License Agreement between F.A.T. Co. Research, Inc. and Dynamic
Products, Inc. (1)

10.2 Agreements between F.A.T. Co. Research, Inc. and Dr. Shell and Jackie
See for Development and Exploitation of Patented Invention. (1)

10.3 Consulting Agreements between See/Shell and Drs. Dr. Shell And Jackie
See. (1)

10.4 Original Equipment Manufacturing Agreement between Olympus
Corporation and E-Z Trac, Inc. (3)

10.4 Distribution Agreement between E-Z Trac Inc., and Triton Technology,
Inc. (3)

10.5 Employment Agreement between the Company and William Peizer, Jr.
dated December 24, 1992. (4)

10.7 Agreement between William Peizer, Jr. and Clark M. Holcomb dated
February 1, 1993. (4)

10.8 Exchange of Stock Agreement and Plan of Reorganization among The
Company, Venus Management, Inc. and the stockholders of Venus
Management, Inc. (4)

10.9 Co-Management Agreements dated June 30, 1993 between Venus
Management, Inc. and Medical Funding of America, Inc. (4)

10.10 Agreement dated June 30, 1993 between Venus Management, Inc. and
Medical Funding of America, Inc. (4)

10.11 Letter dated August 20, 1993 between the Company and Lewis, D'Amato,
Brisbois & Bisgaard re Debt Conversion Agreement. (4)

10.12 Letter agreement dated March 13, 1993 between the Company and Clark
M. Holcomb; Sale of Stock Agreement, dated November 1, 1992 by and
between the Company and Clark M. Holcomb; and related Promissory Note
from Clark M. Holcomb to the Company. (4)

10.13 Agreement concerning MRI System, dated as of February 10, 1994 by and
between Siemens Credit Corporation, Venus Management, Inc., the
Company, Medical Funding of America, Inc. and Tri-County Mobile MRI,
L.P. and related Transfer of Interest Agreement, Corporate Guaranty
by the Company, Amendment to Promissory Note of Medical Funding of
America, Inc. payable to Siemens Credit Corporation and Agreement
concerning Lease Payment between Venus Management, Inc. and Tri-
County Mobile MRI, L.P. (4)

10.14 Agreement dated August 27, 1992 by and between Dr. William Shell and
Clark M. Holcomb related to shares of the Company's Common Stock
owned by Dr. Shell. (4)

10.15 Agreement dated September 23, 1993 by and between Ladenburg, Thalmann
Co., Inc. and the Company. (4)

10.16 Consulting Agreement for Financial Public Relations dated as of
February 25, 1994 by and between the Company and Robert Bienstock and
Richard Washor. (4)

10.17 License Agreement, dated March 23, 1994 by and between Effective
Health, Inc. and KCD Incorporated. (4)

10.18 Professional Services Agreement, dated April 15, 1994 by and between
RAI Finanz, and the Company. (4)

10.19 Consulting Agreement and Stock Plan dated as of August 25, 1994 by
and between the Company and Hy Ochberg. (4)

10.20 Memorandum of Understanding dated as of August 16,1994 by and between
the Company and Raifinanz (USA), Inc. (4)

10.21 Resonex Equipment Lease as of June 30, 1993 between Venus Management
Company and Medical Funding of America. (4)

10.22 Becton Dickenson Supply Agreement dated November 2, 1994. (4)

10.23 Form 12b-25 dated March 30,1995. (5)

10.24 2/nd/ & Final Revised Proposal to Acquire Pastels International,
Incorporated (6)

10.25 Revised Proposed Acquisition of Nutra Quest, Incorporated (6)

10.26 Number skipped

10.27 The 1998 Stock Compensation Plan (7)

10.28 The Amendment to the 1998 Stock Compensation Plan (8)

10.29 The 1999 Stock Compensation Plan (10)

10.30 The 2000 Stock Compensation Plan (11)

10.31 The Amendment to the 2000 Stock Compensation plan (12)

10.32 Form of Subscription Agreement

10.33 Form of Convertible Debenture Agreement

10.34 Form of Warrant Agreement

10.35 Employment Agreement Mark Baum

10.36 Employment Agreement Steven Westlund

10.37 Employment Agreement Owen Naccarato

10.38 Modification Agreement (Modifying Exhibit 10.32)

10.39 Final Stason U.S.A. Agreement

10.40 Amended Classic Care Purchase Agreement

22.1 Subsidiaries of the Company & See/Shell Biotechnology, Inc. (1)

22.2 Subsidiaries of the Company & E-Z Trac, Inc.-Articles of
Incorporation, Amendments and By- Laws. (1)

22.3 Subsidiaries of the Company & Effective Health, Inc.-Articles of
Incorporation, Amendments and By-Laws. (1)

22.4 Subsidiaries of the Company & Venus Management, Inc. Certificate of
Incorporation, Amendments and By-Laws. (Included in Exhibit 10.9.)

23.1 Consent of Counsel (included in Exhibit 5.1)

23.2 Consent of Berg & Co.

25. Subsidiaries of the Company. (4)

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

(1) Previously filed as an exhibit to the Company's registration
statement on Form S-18, file number 33- 17548-NY, as amended on
August 7, 1990, and incorporated herein by reference.

(2) Previously filed as an exhibit to the Company's registration
statement on Form S-18, file number 33- 17548-NY, as amended on
February 12, 1991, and incorporated herein by reference.

(3) Previously filed as an exhibit to the Company's Registration
statement on Form S-1 8, file number 33- 17548-NY, as amended on
June 24, 1991, and incorporated herein by reference.

(4) Previously filed as an exhibit to the Company's Registration
Statement on Form SB-2, file number 33- 51684-NY, as amended on
September 19, 1994, and incorporated herein by reference.

(5) Previously filed as an exhibit to the Company's Form 10- QSB
filed for the quarterly period ended September 30, 1996.

(6) Previously filed as an exhibit to the Company's Form 10-KSB filed
for the period ended December 31, 1996.

(7) Incorporated by reference to the Company's Form S-8 dated January
9, 1998 and filed with the Commission on January 9, 1998.

(8) Incorporated by reference to the Company's Form S-8 dated March
25, 1998 and filed with the Commission on March 25, 1998.

(9) Incorporated by reference to the Company's Form S-8 dated April
4, 1999 and filed with the Commission on March 19, 1999.

(10) Incorporated by reference to the Company's Form S-8 dated October
15, 1999 and filed with the Commission on October 15, 1999.

(11) Incorporated by reference to the Company's Form S-8 dated
February 11, 2000 and filed with the Commission on February 11,
2000.

(12) Incorporated by reference to the Company's Form S-8 dated May 26,
2000 and filed with the Commission on May 26, 2000.

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 of 1933;

(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information set forth in the
registration statement; and arising after the effective date of the registration
statement (or the most recent post- effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement 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) ('230.424(b) of this chapter) 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.

Undertaking (e)

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

In accordance with 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 of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the city of North
Hollywood, California 91605.

/s/ Steven R. Westlund
- -------------------------------------------------------
Steven R. Westlund Chief Executive Officer and Director

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates indicated:

/s/ Steven R. Westlund March 19, 2001
- ---------------------------------------------
Steven R. Westlund Chief Executive Officer and
Director

/s/ Owen M. Naccarato March 19, 2001
- ----------------------------------------------
Owen M. Naccarato Chief Financial Officer and
Director

/s/ Asher Gottesman March 19, 2001
- ----------------------------------------------
Asher Gottesman, Director