As filed with the Securities and Exchange Commission on June 10, 2002 Reg. No.
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        -------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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                               KAIRE HOLDINGS INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                     13-3367421
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       identification No.)

                           1429 South Robertson Blvd.
                          Los Angeles, California 90035
                                 (310) 273-5181
                    (Address of principal executive offices)
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                        ADVISORY AND CONSULTING AGREEMENT
                              (Full title of plan)

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

                                 Steve Westlund
                                    President
                           1429 South Robertson Blvd.
                          Los Angeles, California 90035
                                 (310) 273-5181
           (Telephone number, including area code of agent for service)

                                    Copy to:
                              Owen Naccarato, Esq.
                           19600 Fairchild, Suite 260
                                Irvine, CA 92612
                                 (949) 851-9261



                                 CALCULATION OF REGISTRATION FEE
=============================================================================================
                                    Proposed maximum   Proposed maximum
Title of securities   Amount to be  offering price     Aggregate offering   Amount of
to be registered      Registered    per share          Price                Registration fee
=============================================================================================
                                                                
Common Stock            25,000,000       $ 0.01            $ 250,000             $ 23.00
($.001 par value)
=============================================================================================


Estimated solely for the purpose of determining the amount of registration fee
and pursuant to Rules 457(c) and 457 (h) of the General Rules and Regulations
under the Securities Act of 1993, based upon the average of the bid and asked
prices per share of the registrant's common stock reported by the OTC Nasdaq
Stock Market on June 6, 2002.


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              INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS


Item 1.   Plan  Information.*

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


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


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                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation  of  Documents  by  Reference

     The following documents filed by Kaire Holdings, Inc. (the "Company") with
the Securities and Exchange Commission (the "Commission") are incorporated by
reference herein:

     (a) the Company's annual report on Form 10-K for the fiscal year ended
December 31, 2001 and December 31, 2000;

     (b) all other reports filed by the Company pursuant to Section 13(a) or
Section 15 (d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 2001 through the date hereof;

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

     (d) any document filed by the Company with the Commission pursuant to
Sections 13(a), 13( c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof, but prior to the filing of a post-effective amendment to this
Registration Statement which Indicates that all shares of Common Stock
registered hereunder have been sold or that deregisters all such shares of
common Stock then remaining unsold, such documents being deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.

Item 4.   Description  of  Securities

          Not  applicable.

Item 5.   Interests  of  Named  Experts  and  Counsel

          Not  applicable.

Item 6.   Indemnification  of  Directors  and  Officers

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


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

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

Item 7.  Exemption  from  Registration  Claimed

Not applicable.

Item 8.  Exhibits

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

Item 9.  Undertakings

(a)     The  undersigned  registrant  hereby  undertakes::

        (1)     To file during any period in which offers or sales are being
made,  a  post-effective  amendment  to  this  Registration  Statement:

                (i)     To include any prospectus required by Section 10(a)(3)
of  the  securities  Act  1933:

                (ii)    To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration
Statement:

                (iii)     To include any material information with respect to
the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
provided, however, that paragraph (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraph is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15 (d) of the Exchange Act that are incorporated by
reference in this Registration Statement.


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        (2)     That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendments shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

        (3)     To remove from registration by mean of a post-effective
amendment any of the securities being registered hereunder that remain unsold at
the termination of the offering.

(b)     The undersigned Company hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of the
company's annual report pursuant to Section 13 (a) or Section 15 (d) of the
Securities and Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c)     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the above-described provisions or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities act of 1933 and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 of 1933 and will be governed by the
final adjudication of such issue.


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                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing a form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Los Angeles, State of California on June 7, 2002.

                                     Kaire  Holdings,  Inc.



                                     By  /s/  Steve Westlund
                                     -------------------------------------------
                                     Steve Westlund, President & Chief Executive
                                     Officer


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

Signature               Title                                  Date
- ---------               -----                                  ----

/s/Steve Westlund       Chairman of the Board of Directors     June 7, 2002
- -----------------       and Chief Executive Officer
Steve Westlund


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                                INDEX TO EXHIBITS


EXHIBIT                                                     SEQUENTIALLY
NO.                   DESCRIPTION                           NUMBERED PAGES
- ---                   -----------                           --------------

     4.1     Consulting Agreement

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

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

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

     24       Power of Attorney (Contained within Signature Page)


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