UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14C
(AMENDMENT NO. 2)

INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box:

/x/ Preliminary Information Statement
/ / Confidential, For Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
/ / Definitive Information Statement

KAIRE HOLDINGS INC.
(Name of Registrant As Specified In Charter)

Not Applicable
(Name of Person(s) Filing the Information Statement if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:

4) Proposed maximum aggregate value of transaction:

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

KAIRE HOLDINGS, INC.
8135 Clybourn Ave.
Sun Valley, California 91352

NOTICE OF WRITTEN CONSENT OF SHAREHOLDERS

June 9, 2003

To Shareholders of Kaire Holdings, Inc.:

NOTICE IS HEREBY GIVEN that the following actions will be taken pursuant to
the written consent of a majority of our shareholders, dated March 28, 2003, in
lieu of a special meeting of the shareholders. The following actions will be
effective on or about June, 30, 2003:

1. Amend our certificate of incorporation to provide for a stock
combination (reverse split) of the Common Stock in an exchange
ratio to be approved by the Board, ranging from one newly issued
share for each two outstanding shares of Common Stock to one
newly issued share for each two hundred outstanding shares of
Common Stock.

2. The ratification of the appointment of Pohl, McNabola & Berg, LLP
as our independent accountants for the current fiscal year.

This Notice and the attached Information Statement are being circulated to
advise the shareholders of certain actions already approved by written consent
of the shareholders who collectively hold a majority of the voting power of our
common stock. Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934,
as amended, the proposals will not be effective until 20 days after the date
this Information Statement is mailed to the shareholders. Therefore, this Notice
and the attached Information Statement are being sent to you for informational
purposes only.

By Order of the Board of Directors,

/s/ Steven Westlund
---------------
Steven Westlund, Chief Executive
Officer and Sole Director.

KAIRE HOLDINGS, INC.
8135 Clybourn Ave.
Sun Valley, California 91352

INFORMATION STATEMENT
WRITTEN CONSENT OF SHAREHOLDERS

WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY

This Information Statement is furnished in accordance with the requirements of
Regulation 14C promulgated under the Securities Exchange Act of 1934, as
amended, by KAIRE HOLDINGS INC., a Delaware corporation, in connection with
certain actions to be taken by the written consent by the majority shareholders
of Kaire holdings, dated March 28, 2003.

Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended,
the actions will not be effective until 20 days after the date of this
Information Statement is mailed to the shareholders.

THE APPROXIMATE DATE OF MAILING OF THIS INFORMATION STATEMENT IS May 6, 2003.

We anticipate that the actions contemplated by this Information Statement will
be effected on or about the close of business on June 30, 2003.

The actions to be effective twenty days after the mailing of this Information
Statement are as follows:

1. Amend our certificate of incorporation to provide for a stock
combination (reverse split) of the Common Stock in an exchange ratio
to be approved by the Board, ranging from one newly issued share for
each two outstanding shares of Common Stock to one newly issued share
for each two hundred outstanding shares of Common Stock.

2. The ratification of the appointment of Pohl, McNabola & Berg, LLP as
our independent accountants for the current fiscal year.

Shareholders of record at the close of business on March 28, 2003 (the "Record
Date") are entitled to notice of the action to be effective on or about June 30,
2003. As of the Record Date, our authorized capitalization consisted of
900,000,000 shares of common stock, par value $0.001 per share, of which
880,484,863 were issued and outstanding. Each share of our common stock entitles
its holder to one vote on each matter submitted to the shareholders. However,
because the shareholders holding at least a majority of the voting rights of all
outstanding shares of capital stock as of the Record Date have voted in favor of
the foregoing actions by resolution dated March 28, 2003; and having sufficient
voting power to approve such proposals through their ownership of the capital
stock, no other consents will be solicited in connection with this Information
Statement.

Shareholders of record at the close of business on March 28th, 2003 are being
furnished copies of this Information Statement. The principal executive office
of the Company is located at 8135 Clybourn Ave., Sun Valley, California 91352
and the Company's telephone number is (818) 255-4996.

SHAREHOLDER DISSENTER'S RIGHT OF APPRAISAL

The General Corporate Law of Delaware does not provide for dissenter's rights of
appraisal in connection with the proposed actions.

THIS IS NOT A NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS AND NO SHAREHOLDER
MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED IN THIS
INFORMATION STATEMENT.

MATTERS SET FORTH IN THE WRITTEN CONSENTS

The Written Consents contain:

(i) A Resolution dated March 28, 2003, to amend the Certificate of
Incorporation in order to provide for a stock combination (reverse split) of the
Common Stock in an exchange ratio to be approved by the Board, ranging from one
newly issued share for each two outstanding shares of Common Stock to one newly
issued share for each two hundred outstanding shares of Common Stock and
ratification of the appointment of Pohl, McNabola & Berg, LLP as our independent
accountants for the current fiscal year.

Shareholders representing 52.0% of the votes of the currently issued and
outstanding shares of Common Stock have executed the Written Consents, thereby
ensuring the stock combination. See "Other Information Regarding The Company -
Security Ownership of Certain Beneficial Owners and Management."

Set forth below is a table of the stockholders who have executed the Written
Consents and, to the best of the Company's knowledge, the number of shares of
Common Stock beneficially owned by such stockholders as of March 28, 2003:

Common Shr's Votes/Shr. Common Votes % of Total
Votes
- ---------------------------------------------------------------------------------------------------
Total Common Issued and Outstanding
Votes Possible 1 880,484,683 100.00%
Votes by Written Consent For Reverse Split
Beneficial Owner
- ---------------------------------------------------------------------------------------------------

Steven Westlund 4,000,000 1 4,000,000 .4%
George R. LeFevre 55,000,000 1 55,000,000 6.2%
Scott Absher 55,000,000 1 55,000,000 6.2%
Richard D. McKinley (ENTR Shares) 250,000,000 1 250,000,000 28.4%
Randy Jones 8,666,666 1 8,666,666 1.0%
Jay Isco 2,000,000 1 2,000,000 .2%
Owen Naccarato 57,666,666 1 57,666,666 6.5%
Joseph Maleki 3,500,000 1 3,500,000 4%
Mike Isco 12,500,000 1 12,500,000 1.4%
Stash Trust 10,333,333 1 10,333,333 1.2%
------------ ------------- -----------
Total 458,666,665 1 458,666,665 52.0%

VOTE REQUIRED

Counterpart copies of the Written Consents evidencing a majority of the
outstanding shares of Common Stock, must be received by the Company within sixty
days of the earliest dated consent delivered by the Company in order to
effectuate the matters set forth therein. As of March 28, 2003 (the dates of the
Written Consents), 880,484,863 shares of Common Stock were issued and
outstanding with votes of 880,484,683 votes thus, Stockholders representing no
less than 440,242,432 votes from Common Stock, were required to execute the
Written Consents to effect the matter set forth therein. As discussed under
"Matters Set Forth in the Written Consents," shareholders owning approximately
454,666,665 votes, or 52.0% of the votes of Common Stock, have executed the
Written Consents and delivered them to the Company as required by law within the
60 day period, thereby ensuring the stock combination.

PURPOSES OF THE REVERSE SPLIT

One purpose for the Reverse Split would be to provide enough shares for the
conversion of our outstanding convertible debt. As of the date of this proxy
there are not enough authorized shares available to convert our outstanding
convertible debt. A reverse split would reduce the number of the shares
outstanding thus providing more shares to be available for the conversion of our
convertible debt.

Another purpose of the Reverse Split would be to increase the market price
of our Common Stock which may facilitate the conversion of the outstanding
convertible notes by requiring a fewer number of shares to retire the debt. The
convertible notes are converted at a discount applied to Kaire's common stock
market price at the time of conversion, thus the higher the stock price, the
higher (or more beneficial) the conversion rate. The higher the conversion
rate, fewer shares on future conversions would be required to convert the
convertible note into common shares.

We believe the low price of our common stock has reduced the possibility of
its use, or instruments convertible into it, or exercisable into it to raise
working capital, or as consideration for potential acquisitions. Kaire's Common
Stock trades on the NASDAQ OTC:BB under the symbol KAHI. It trades at prices
ranging from approximately $0.0021 to approximately $0.28 from July 1, 2001
through December 31, 2002 and recently as low as $0.0003 per share. Many
brokerage firms are reluctant to recommend low priced stock to their clients. In
addition, some investors consider investing in a low-priced stock is to risky
due to the greater volatility that is sometimes associated with these stocks.
We believe a reverse split may increase the market price of our stock which may
help in overcoming some of these issues thus making our common stock a more
viable tool to attract working capital and as a form of consideration for
potential acquisitions.

THERE CAN BE NO ASSURANCE, HOWEVER, THAT, EVEN AFTER CONSUMMATING THE REVERSE
SPLIT, THE COMPANY WILL BE ABLE TO MAINTAIN ITS MARKET PRICE PER SHARE AND THUS
UTILIZE ITS COMMON STOCK IN ORDER TO EFFECTUATE FINANCING OR ACQUISITION
TRANSACTIONS.

The Reverse Split will not change the proportionate equity interests of the
Company's stockholders at the time of the split, nor will the respective voting
rights and other rights of stockholders be altered, except for possible
immaterial changes due to rounding up to eliminate fractional shares. However,

shares issued in connection with the conversion of remaining debt, or for
working capital, or acquisitions, would most likely dilute the value of shares
held by individual shareholders. There are no anti-dilution protections for the
debt holders. The Common Stock issued pursuant to the Reverse Split will remain
fully paid and non-assessable. The Company will continue to be subject to the
periodic reporting requirements of the Securities Exchange Act of 1934, as
amended.

CERTAIN EFFECTS OF THE REVERSE SPLIT

The following table illustrates the effect that the Reverse Split would have on
the 880,484,863 shares of Common Stock that were outstanding on March 28, 2003:

COMMON SHARES:
- --------------

PRIOR TO AFTER 1 FOR 2 AFTER 1 FOR 200
NUMBER OF SHARES REVERSE REVERSE REVERSE
STOCK SPLIT STOCK SPLIT STOCK SPLIT

Common Stock:
Authorized . . . . . . . . . . . . . . . . . . . 900,000,000 900,000,000 900,000,000

Shares Outstanding (1). . . . . . . . . . . . . . 880,484,863 440,242,312 4,402,424

Shares Available for Future
Issuance . . . . . . . . . . . . . . . . . . . . 19,515,137 459,757,688 895,597,576

Less Conversion of Convertible
Debentures
Keshet L.P. ($668,993 Outstanding in notes) (743,325,555) (371,662,778) (3,716,628)
Keshet Fund L.P. ($121,927 Outstanding note) . . (135,474,444) ( 67,737,222) ( 677,372)
Balmore S.A ($26,650 Outstanding note). . . ( 29,611,111) ( 14,805,556) ( 148,056)
---------------- ---------------- ----------------
sub-total (908,411,110)(2) (454,205,556)(3) (4,542,056)(4)

Shares Available for Future
Issuance. . . . . . . . . . . . . . . . . . . . (888,895,973) 5,552,132 891,055,520
<FN>

(1) Gives effect to the Reverse Split, excluding New Shares to be issued in lieu
of fractional shares. Stockholders should recognize that, the Reverse Split
will reduce the number of shares they own by a number equal to the number of
shares owned immediately prior to the filing of the amendment regarding the
Reverse Split divided by the Exchange Number (i.e. divide by 2 if the reverse is
two to one, as adjusted to include New Shares to be issued in lieu of fractional
shares.

While a Reverse Split may result in an increase in the market price of the
Common Stock, there can be no assurance that the Reverse Split will increase the
market price of the Common Stock by a multiple equal to the Exchange Number or
result in a permanent increase in the market price (which is dependent upon many
factors, including the Company's performance and prospects). Also, should the
market price of the Company's Common Stock decline after the Reverse Split, the
percentage decline may be greater than would be the case in the absence of the
Reverse Split.

The possibility exists that liquidity in the market price of the Common Stock
could be adversely affected by the reduced number of shares that would be
outstanding after the Reverse Split. In addition, the Reverse Split will

increase the number of stockholders of the Company who own odd-lots (less than
100 shares). Stockholders who hold odd-lots typically will experience an
increase in the cost of selling their shares, as well as greater difficulty in
effecting such sales. Consequently, there can be no assurance that the Reverse
Split will achieve the desired results that have been outlined above.
A large number of shares underlying the convertible debentures are available for
future sale and the issuance and sale of these shares may depress the market
price of our common stock and may cause immediate and substantial dilution to
our existing stockholders.

Furthermore, the number of shares of common stock issuable upon conversion of
the convertible debentures may increase if the market price of our stock
declines and the sale of the increased number of shares may further adversely
affect the market price of our common stock.

The convertible notes outstanding total $817,570 and are held by three parties:

Name of Note Note Converted Percentage
Holder Balance into shares of outstanding

Keshet, L.P. * $668,993 743,325,555 84.4%
Keshet Fund L.P. * $121,927 135,474,444 15.3%
Balmore S.A. $ 26,650 29,611,111 3.4%

* These note holders are affiliated. Both funds are managed by Keshet
Management Limited, located at the Ragnall House, 18 Peel Road, Douglas, Isle of
Man, 1M1 4L2, United Kingdom. These note holders are not be entitled to convert
that amount of the Note a number of shares of Common Stock which would be in
excess of the sum of (i) the number of shares of Common Stock beneficially owned
by the Subscriber and its affiliates, and (ii) the number of shares of Common
Stock issuable upon the conversion of the Note which would result in beneficial
ownership by the Subscriber and its affiliates of more than 4.99% of the
outstanding shares of Common Stock of the Company. Subject to the foregoing,
the Subscriber shall not be limited to aggregate conversions of only 4.99%. The
note holders may void the conversion limitation upon an Event of Default under
the Note. The conversion figures used assume full conversion of the notes.

(2) Assuming $817,570 of 8% Convertible Debentures converted at eighty
percent (80%) of the stock price or $0.0009 (i.e. $0.0011 as of May 23, 2003
times 80% equals $0.0009 which is divided into $817,570, resulting in
743,325,555 shares of common stock).

(3) Assuming $817,570 of 8% Convertible Debentures converted at eighty percent
(80%) of the stock price or $0.0022 (i.e. $0.0011 as of May 23, 2003 times 2 or
$.0022, to reflect the reverse split, times 80% of the stock price or $.0018
which is divided into $817,570, resulting in 454,205,555 shares of common
stock).

(4) Assuming $817,570 of 8% Convertible Debentures converted at eighty percent
(80%) of stock price of $0.22 (i.e. $.0011 as of May 23, 2003 times 200 or $.22,
to reflect the reverse split, times 80% of the stock price or $.18 which is
divided into $817,570, resulting in 4,542,055 shares of common stock.)

Stockholders should also recognize that, as indicated in the foregoing
table, there would be an increase in the number of shares, which the Company
will be able to issue from authorized but un-issued shares of Common Stock for
transactions other than debt reduction. The issuance of additional shares may
dilute the value of shares held by individual shareholders Kaire has not made
any plan, commitment, arrangement, understanding or agreement, written or oral,
regarding any issuance of common stock subsequent to the reverse stock split.

OTHER INFORMATION REGARDING THE COMPANY

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information known to the Company
with respect to the beneficial ownership of the Company's common stock as of
March 28, 2003 by (i) each person who is known by the Company to own
beneficially more than 5% of the Company's common stock, and (ii) the
Company's one director and one executive officer, who is Steven Westlund.

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

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

Steven R. Westlund 4,000,000 0.4%
8135 Clybourn Ave.
Sun Valley, CA 91352

Richard D. McKinley 250,000,000 28.3%
18101 Von Karman Avenue
Suite 330
Irvine, CA 92612

Keshet, L.P. 743,325,555 (2) 84.4%
Ragnall House, 18 Peel Road
Douglas, Isle of Man
1M1 4L2, United Kingdom

Keshet Fund L.P. 135,474,444 (2) 15.3%
A New York limited partnership
135 West 50th Street, Suite 1700
New York, NY 10020

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

(1) Except as pursuant to applicable community property laws, the persons
named in the table have sole voting and investment power with respect
to all shares of common stock beneficially owned. The total number
of issued and outstanding shares of 880,484,863 and the total number
of shares owned by each person is calculated as of March 28, 2003.

(2) In accordance with Rule 13d-3 under the Securities Exchange Act of
1934, John Clark may be deemed a control person of the shares owned by
such entity.

BOARD COMMITTEES

The Board of Directors sole director does not currently maintain an Audit
Committee or a Compensation Committee, but plans to appoint an Audit Committee
and a Compensation Committee in the near future. During the fiscal year ended
December 31, 2002, the Board of Directors sole director. Steven Westlund held
one meeting.

COMPENSATION OF DIRECTORS

The Company's sole Director is not currently compensated for attendance at Board
of Directors meetings.

EXECUTIVE COMPENSATION

The following table lists the name and age of the sole executive officer
and director (Steven Westlund) of the Company and the Subsidiary. The director
was elected on February 28, 2002 and will continue to serve until the next
annual shareholders meeting or until their successors are elected and qualified.
All officers serve at the discretion of the Board of Directors.

Name Age Position With the Company
- ---- --- -------------------------
Steven Westlund 57 Chief Executive Officer and Sole director

Steve Westlund: On April 1, 2000, Mr. Westlund signed a three-year employment
agreement (attached hereto as Exhibit 10.36). The agreement 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 averaged $ 2,900.00 per month in 2000, and
dropped further in 2001, 2002. Thus far in 2003,Mr. Westlund has not been paid.
Mr. Westlund is entitled to be paid the balance of his monthly compensation in
either cash or equity.

SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION
----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------------------- ------------------------ -------
NAME AND RESTRICTED SECURITIES
PRINCIPAL OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION(1) AWARD(S) OPTIONS(#) PAYOUTS COMPENSATION
- ---------------- ---- ------ ----- --------------- ---------- ----------- ------- ------------

Steven Westlund 2002 $35,000 0 0 0 0 0 0
2001 $25,750 0 0 0 0 0 0
2000 $0 0 0 0 0 0 0

OPTIONS GRANTED IN LAST FISCAL YEAR

No options to purchase Common Stock of the Company have been granted to the
Company's executive officers.

FISCAL YEAR-END OPTION EXERCISES AND OPTION VALUES

No options to purchase Common Stock of the Company have been granted to the
Company's executive officers.

EMPLOYEE COMPENSATION

We do not yet have a compensation committee that approves or offers
recommendations on compensation for our employees.

LEGAL PROCEEDINGS

Patent Claim
- ------------

An individual filed a complaint against us alleging breach of contract and fraud
and related business torts related to certain patents that the plaintiff
transferred to us. We believe that the plaintiff's claims are without merit.
Although we reached a tentative settlement in this matter, the Plaintiff has
failed to execute the settlement and the case was dismissed.

Department of Health Services - Medi-Cal Action Against Classic Care Pharmacy
- -----------------------------------------------------------------------------

On April 17, 2002 the Department of Health Services ("DHS") notified the
management of Classic Care Pharmacy that the Medi-Cal Program intended to
withhold 100% of payments and temporarily suspend and deactivate the Classic
Care Pharmacy Medi-Cal provider number.

The Department of Health Services ("DHS") took this action after having reviewed
the prescriptions on record at Classic Care Pharmacy. The DHS stated that they
had reviewed thirty-two prescriptions, and that two of the ten prescribing
physicians had denied treating the patients and writing the prescriptions. The
DHS cited Classic Care Pharmacy for violations of CCR, Title 22, Sec.51476.1,
(a) and 51476.1(a)(2), which states that written prescriptions must contain the
name of the prescribing physician and their provider number. Based on its
findings the DHS and the Medical Program concluded that Classic Care Pharmacy
might have intentionally committed fraud.

Classic Care management retained outside counsel shortly after receiving the DHS
notice to review the Department of Health Services findings. After reviewing the
supporting DHS material, outside counsel informed Classic Care management that
it believed the facts presented by the DHS were inaccurate and that its position
was unfounded. Classic Care management and its principle shareholders obtained
written affidavits from most of the physicians whose prescriptions had been
reviewed by the DHS confirming that they had treated the patients and did
prescribe the medications.

On April 29, 2002, outside counsel contacted the DHS to discuss its findings and
present the documentation supporting their position. DHS informed outside
counsel that they would have to follow the standard appeal process, which
normally requires two or more months to complete. Classic Care Pharmacy
instructed outside counsel to seek an ex parte temporary restraining order
against the DHS for their failure to show cause regarding their actions. On May
8, 2002, in the Superior Court for the state of California, the Court granted
Classic Care's ex parte request issuing a preliminary injunction against the DHS
and reinstated Classic Care Pharmacy's medical provider number. The Court set
May 24, 2002 as the date for the DHS to show cause. On May 24, 2002, the DHS was
still not prepared to show cause. The court granted a 30-day extension.

The Classic Care, Inc and Classic Care Pharmacy administrative appeal failed.
Once the appeal took place the Superior court could no longer uphold our lack
for due process claim and the DHS canceled Classic Care Pharmacy's medical

provider number. The justice department has not taken any further action
against Classic Care Pharmacy.

Except as otherwise specifically indicated above, we believe that we do not 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, 2002.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On January 29, 2003 Steven Westlund was issued a promissory note by Effective
Health for $2,500 for funds advanced to the company. The note was due in thirty
days. The note is still outstanding.

On December 16, 2002 Steven Westlund was issued a promissory note by Effective
Health for $8,500 for funds advanced to the company. The note was due in thirty
days. The note is still outstanding.

THE APPOINTMENT OF POHL, MCNABOLA & BERG AS AUDITORS FOR KAIRE HOLDINGS INC.

The Board of Directors of the Company has selected Pohl, McNabola, Berg &
Company LLP, to audit the consolidated financial statements of the Company and
its subsidiaries for the fiscal year ending December 31, 2003. Pohl, McNabola,
Berg & Company LLP has served in this capacity since December 31, 1998.

OTHER MATTERS

The Board of Directors of the Company is not aware that any matter other than
those described in this Information Statement is to be presented for the consent
of the shareholders.

ADDITIONAL INFORMATION

We are subject to the informational requirements of the Securities Exchange Act
of 1934 and in accordance with the requirements thereof, file reports, proxy
statements and other information with the Securities and Exchange Commission
("SEC"). Copies of these reports, proxy statements and other information can be
obtained at the SEC's public reference facilities at Judiciary Plaza, Room 1024,
450 Fifth Street, N.W., Washington, D.C., 20549. Additionally, these filings may
be viewed at the SEC's website at http://www.sec.gov and at Kaire Holdings
------------------
website at http://kaireholdingsinc.com .
-----------------------------

DISTRIBUTION OF INFORMATION STATEMENT

The cost of distributing this Information Statement has been borne by us and
certain shareholders that consented to the action taken herein. The distribution
will be made by mail.

Pursuant to the requirements of the Exchange Act of 1934, as amended, the
Registrant has duly caused this Information Statement to be signed on its behalf
by the undersigned hereunto authorized.

By Order of the Board of Directors

/s/ Steven Westlund
----------------
Steven Westlund, Chief Executive
Officer and Sole director

June 9, 2003
Sun Valley, California

EXHIBIT A

KAIRE HOLDINGS INC.

NOTICE PUSUANT TO SECTION 228 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE

TO: ALL STOCKHOLDERS

1. PLEASE TAKE NOTICE THAT Stockholders owning at least a majority of the
outstanding stock of Kaire Holdings Inc., by written consent dated March 28,
2003 have duly adopted the following resolution:

"a resolution approving an amendment to the Corporation's Certificate of
Incorporation, as amended, to provide for a stock combination (reverse split) of
the Common Stock in an exchange ratio to be approved by the Board, ranging from
one newly issued share for each two outstanding shares of Common Stock to one
newly issued share for each two hundred outstanding shares of Common Stock and
the approval of Pohl, McNabola, Berg & Company LLP, to audit the consolidated
financial statements of the Company and its subsidiaries for the fiscal year
ending December 31, 2003 .

DATE: June 9, 2003