UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D. C.  20549












xQuarterly report
pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934


For the
quarterly period ended June 30, 2008


or


o Transition report
pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934


For the
transition period from ______ to ______





000-49764


(Commission File
No.)





SINOFRESH
HEALTHCARE, INC.


(Exact
name of registrant as specified in its charter)




Florida
            
            65
      – 1082270(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)787Commerce
      Drive
              Venice,Florida34292
            
            34292(Address of principal executive
      offices)
            
            (Zip
Code.)




(941) 488-6464


(Issuer's
telephone number, including area code)





Indicate
by mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.


Yes x No o




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




Large
accelerated filer oAccelerated filer oNon-accelerated filer oSmaller Reporting Company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o   No x





As of
August 12, 2008 there were 26,616,110shares of the Company’s
common stock outstanding.


-1-




Table
of Contents








SINOFRESH
HEALTHCARE, INC.





Index
            
            PagePart I.
            Financial InformationItem 1. Financial
      StatementsCondensed Balance
      Sheet as of June 30, 2008 (unaudited) and December
      31,  2007
            3Condensed
      Statements of Operations for the three and six months ended June 30, 2008
      and 2007
            4Condensed
      Statements of Cash Flows for the six months ended June 30, 2008 and
      2007
            5Notes to
      Unaudited Condensed Consolidated Financial Statements
            6Item 2.Management’s Discussion and Analysis of Financial
      Condition and Results of Operations
            9Item 3. Quantitative and Qualitative Disclosures About Market
      Risk
            12Item 4T.Controls and Procedures
            12Part II.
            Other Information
            13Item 1. Legal Proceedings
            13Item 2. Unregistered Sales of Equity Securities and Use
      of Proceeds
            13Item 3. Defaults on Senior
Securities
            13Item 6a. Exhibits
            13Signatures
            
            14Certifications







-2-




PART
      I - FINANCIAL STATEMENTSSINOFRESH
      HEALTHCARE, INC.CONDENSED
      BALANCE SHEETSJune
      30, 2008(unaudited)
              
              
              December
      31, 2007ASSETSCURRENT
      ASSETS:Cash
      and cash equivalents
              
              $
              4,215
              
              
              $
              919Accounts
      receivable, net of allowances of $7,426 and $7,426
              
              
              71,181
              
              
              
              12,796Inventory,
      net
              
              
              5,645
              
              
              
              7,656Other
      current assets
              
              
              41,604
              
              
              
              99,933TOTAL
      CURRENT ASSETS
              
              
              122,645
              
              
              
              121,304FURNITURE
      AND EQUIPMENT, NET
              
              
              5,192
              
              
              
              17,109PATENTS,
      NET
              
              
              1,711,555
              
              
              
              1,826,939OTHER
      ASSETS
              
              
              4,500
              
              
              
              4,500TOTAL
      ASSETS
              
              $
              1,843,892
              
              
              $
              1,969,852LIABILITIES
      AND STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIES:Current
      portion of capital leases
              
              $
              2,073
              
              
              $
              14,260Short-term
      note payable and advances
              
              
              125,000
              
              
              
              125,000Convertible
      debentures, net of unamortized debt discounts
              
              
              705,000
              
              
              
              705,000Accounts
      payable (including amounts due to related parties of $79,383 and
      $127,213)
              
              
              1,574,093
              
              
              
              1,609,365Accrued
      expenses (including amounts due to related parties of $92,146 and
      $92,146)
              
              
              1,240,657
              
              
              
              1,096,845Deposit
      on sale of licensing and distribution rights
              
              
              822,078
              
              
              
              661,240TOTAL
      CURRENT LIABILITIES
              
              
              4,468,901
              
              
              
              4,211,710COMMITMENTS
      AND CONTINGENCIES
              
              
              -
              
              
              
              -STOCKHOLDERS’
      DEFICIT:Common
      stock, no par value; 500,000,000 shares authorized; 25,616,110 and
      24,916,110shares
      issued and outstanding.
              
              
              7,365,995
              
              
              
              7,028,774Common
      stock issuable: 5,781,820 and 4,239,570 shares
              
              
              947,866
              
              
              
              800,254Preferred
      stock, no par value; $2 liquidation value per share 200,000,000 shares
      authorized:Series
      A convertible preferred stock, voting; 858,170 shares authorized, 769,377
      and769,377
      shares issued and outstanding
              
              
              1,538,753
              
              
              
              1,538,753Series
      B convertible preferred stock, voting; 1,500,000 and 1,500,000 shares
      authorizedissued
      and outstanding
              
              
              3,000,000
              
              
              
              3,000,000Series
      C convertible preferred stock, voting; 1,250,000 shares authorized;
      755,500 and793,000
      share issued and outstanding
              
              
              1,355,995
              
              
              
              1,423,301Accumulated
      deficit
              
              
              (16,781,443
              )
              
              
              (16,017,876
              )Deferred
      stock-based compensation
              
              
              (52,175
              )
              
              
              (15,064
              )TOTAL
      STOCKHOLDERS’ DEFICIT
              
              
              (2,625,009
              )
              
              
              (2,241,858
              )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
              
              $
              1,843,892
              
              
              $
              1,969,852See
      notes to condensed financial
statements.






-3-
 
  SINOFRESH
      HEALTHCARE, INC.CONDENSED
      STATEMENTS OF OPERATIONS(unaudited)


Three
      months ended June 30,
            
            
            Six
      months ended June 30,2008
            
            
            2007
            
            
            2008
            
            
            2007REVENUE,
      net
            
            $
            51,169
            
            
            $
            114,900
            
            
            $
            100,445
            
            
            $
            304,416COST
      OF REVENUE
            
            
            13,424
            
            
            
            43,089
            
            
            
            22,708
            
            
            
            104,344GROSS
      PROFIT
            
            
            37,745
            
            
            
            71,811
            
            
            
            77,737
            
            
            
            200,072OPERATING
      EXPENSESSalaries
      and other compensation expense
            
            
            242,931
            
            
            
            157,681
            
            
            
            317,680
            
            
            
            339,985Professional
      fees
            
            
            94,510
            
            
            
            76,406
            
            
            
            240,451
            
            
            
            268,572Other
      general and administrative expenses
            
            
            24,728
            
            
            
            92,285
            
            
            
            49,744
            
            
            
            173,482Research
      and development expenses
            
            
            34,150
            
            
            
            -
            
            
            
            34,150
            
            
            
            -Depreciation
      and amortization
            
            
            64,101
            
            
            
            65,450
            
            
            
            127,302
            
            
            
            130,900TOTAL
      OPERATING EXPENSES
            
            
            460,420
            
            
            
            391,822
            
            
            
            769,327
            
            
            
            912,939LOSS
      FROM OPERATIONS
            
            
            (422,675
            )
            
            
            (320,011
            )
            
            
            (691,590
            )
            
            
            (712,867
            )OTHER
      INCOME (EXPENSE):Interest,
      net
            
            
            (35,410
            )
            
            
            (80,605
            )
            
            
            (74,555
            )
            
            
            (166,751
            )Other
      income
            
            
            277
            
            
            
            7
            
            
            
            2,578
            
            
            
            50,012TOTAL
      OTHER INCOME (EXPENSE), NET
            
            
            (35,133
            )
            
            
            (80,598
            )
            
            
            (71,977
            )
            
            
            (116,739
            )LOSS
      BEFORE INCOME TAXES
            
            
            (457,808
            )
            
            
            (400,609
            )
            
            
            (763,567
            )
            
            
            (829,606
            )PROVISION
      FOR INCOME TAXES
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -NET
      LOSS
            
            $
            (457,808
            )
            
            $
            (400,609
            )
            
            $
            (763,567
            )
            
            $
            (829,606
            )NET
      LOSS PER COMMON SHARE-basic
      and diluted
            
            $
            (0.02
            )
            
            $
            (0.02
            )
            
            $
            (0.03
            )
            
            $
            (0.05
            )WEIGHTED
      AVERAGE COMMONSHARES
      OUTSTANDING-basic
      and diluted
            
            
            25,529,572
            
            
            
            17,496,533
            
            
            
            25,353,132
            
            
            
            17,041,682See
      notes to condensed financial
statements.






-4-




SINOFRESH
      HEALTHCARE, INC.CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS
      (unaudited)Six
      Months Ended
              
              
              Six
      Months EndedJune
      30, 2008
              
              
              June
      30, 2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
              
              $
              (763,567
              )
              
              $
              (829,606
              )Adjustments
      to reconcile net loss to net cashused
      in operations:Stock,
      options and warrants issued for services
              
              
              150,804
              
              
              
              60,813Amortization
      and depreciation
              
              
              127,302
              
              
              
              130,900Stock
      issued as settlement cost
              
              
              -
              
              
              
              3,900Stock
      issued as payment for services
              
              
              64,000
              
              
              
              -Stock
      issued as payment of interest
              
              
              18,000
              
              
              
              -Warrants
      issued in connection with advances
              
              
              -
              
              
              
              8,147Changes
      in assets and liabilities:Accounts
      receivable
              
              
              (58,385
              )
              
              
              143,203Inventory
              
              
              2,011
              
              
              
              12,379Other
      current assets
              
              
              58,329
              
              
              
              -Other
      assets
              
              
              -
              
              
              
              (19,738
              )Accounts
      payable
              
              
              (35,273
              )
              
              
              94,169Accrued
      expenses
              
              
              143,812
              
              
              
              271,197NET
      CASH USED IN OPERATING ACTIVITIES
              
              
              (292,967
              )
              
              
              (124,636
              )FINANCING ACTIVITIES:Proceeds
      from short-term notes payable
              
              
              -
              
              
              
              220,000Proceeds
      from common stock issuable
              
              
              308,450
              
              
              
              -Payments
      on long-term debt and capital leases
              
              
              (12,187
              )
              
              
              (11,759
              )NET
      CASH PROVIDED BY FINANCING ACTIVITIES
              
              
              296,263
              
              
              
              208,241NET
      INCREASE IN CASH
              
              
              3,296
              
              
              
              83,605CASH
      AND CASH EQUIVALENTS - beginning of period
              
              
              919
              
              
              
              887CASH
      AND CASH EQUIVALENTS - end of period
              
              $
              4,215
              
              
              $
              84,492SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Cash
      paid during the period for interest
              
              $
              -
              
              
              $
              17,399NON-CASH
      ACTIVITY:Reduction
      of accounts payable and accrued expenses through the issuance of common
      stock.
              
              $
              82,000
              
              
              $
              245,000Deposit
      on sale of licensing and distribution rights throughthe
      issuance of common stock
              
              $
              160,838
              
              
              $
              -See
      notes to condensed consolidated financial
  statements.




-5-


SinoFresh
HealthCare, Inc.
 Notes to
Unaudited Condensed Financial Statements
 June 30,
2008
 
 Note 1. Basis of
Presentation
 
 The
accompanying unaudited financial statements of SinoFresh HealthCare, Inc. (the
“Company") have been prepared in accordance with accounting principles generally
accepted in the United States and the rules and regulations of the United States
Securities and Exchange Commission for interim financial information.
Accordingly, they do not include all of the information and footnotes necessary
for a comprehensive presentation of financial position and results of
operation.  For further information, refer to the financial statements and
footnotes included in the Company’s Annual Report on Form 10-KSB as filed with
the Securities and Exchange Commission for the year ended December 31,
2007.
 
 The
Company's ability to continue as a going concern is subject to substantial doubt
due to the Company’s history of losses, current default status on the repayment
of debentures, limited financial resources and need for additional working
capital to implement the Company's business plan.  The Company
requires additional funding in order to repay its debentures and to market and
distribute its products, exploit the technology underlying its patents, further
develop existing and new products, and pay its other existing current
liabilities.
 
 On June
30, 2008, the Company had current assets of approximately $123,000 (including
cash and cash equivalents of approximately $4,000) and current liabilities of
approximately $4,469,000.  As a result, the Company's current
liquidity is extremely limited and the Company will require a significant amount
of additional funding in order to meet its current working capital requirements,
including repayment of its debentures.  To address these issues, the
Company is attempting to acquire additional funding through the issuance of debt
and equity securities, joint ventures or other arrangements.  Although
the Company believes that it will be able to obtain additional funding, there
can be no assurance that the Company's efforts will be
successful.  The accompanying statements do not include any
adjustments that might be necessary if the Company were unable to continue as a
going concern.
 
 In the
opinion of management, all adjustments, consisting of normal recurring
adjustments, have been made in the June 30, 2008 and 2007 financial statements,
which are necessary for a fair financial statement presentation. The results for
the three and six months ended June 30, 2008 and 2007 are not necessarily
indicative of financial operations for the full year.
 
 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 disclosure of
contingent assets and liabilities at the date of the condensed consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates. The
Company's significant estimates and assumptions include, but are not limited to,
uncertainties associated with potential future product returns, the
uncollectibility of accounts and other receivables, inventory obsolescence,
valuation of acquired assets for purposes of allocating the purchase price,
including patents and goodwill, subsequent recoverability analysis, and
estimated accruals relating to legal contingencies.
  Note 2. Notes
Payable
 
 On June
9, 2006, the Company entered into an unsecured loan agreement with a
non-affiliated third party in the amount of $100,000.  According to
the loan provisions, the principal and interest totaling $120,000 was due on
July 31, 2006. The Company is currently in default on the repayment of this
loan.
 
 During
2007, the Company obtained financing in the total amount of $220,000 through the
sale of 18-month Unsecured 10% Convertible Debentures.  The Debentures
are convertible into common shares at prices ranging from $.04 to $.08 per
share.  Total common shares issuable pursuant to these Debentures are
4,387,500 shares. As of June 30, 2008, holders converted $195,000 of the
Debentures into 4,075,000 common shares.  Interest is payable annually
in arrears in cash.  The Company reserved the right to require
conversion of the Debentures and outstanding interest, at any time, if the
closing bid price of the Company’s common stock equals or exceeds $0.10 for a
period of 20 consecutive trading days.  The Company also reserved the
right to redeem the Debentures, in whole, at any time or times, not less than
thirteen (13) months after the date of the Debenture, upon payment of one
hundred ten percent (110%) of the principal.
 -6-
 
 Note 3. Shareholders’ Equity
(Deficit)
 
 During
the first six months of 2008, the Company issued 400,000 shares of the its
common stock (with a market value of approximately $56,000) as payment for
consulting services and 100,000 shares of the Its common stock (with a market
value of approximately $8,000) as payment for legal
services.  Additionally, the Company issued 125,000 shares of common
stock (with a market value of approximately $18,000) as payment of interest to
two unrelated parties.
   
 Note 4. Deposit on Sale of
Licensing and Distribution Rights
 
 In May
2007, the Company entered into a Memorandum of Understanding (“MOU”) with
Beneficial Healthcare (“Investors”) that provided for an equity investment of up
to $5.0 million in exchange for 25,000,000 common shares of the
Company.  Razek Azizi, a director of our Company, is the President of
Beneficial Healthcare and has sole voting and dispositive power over Beneficial
Healthcare.  The MOU further provided for:
  1.
              Investors
      to be granted a 50% interest in profits generated from all sales outside
      of North America, including but not limited to technology transfer fees,
      royalties, and licensing fees upon the Company’s receipt of the full
      $5,000,000.2.
              Investors
      to be granted private licensing and distribution rights to sell the
      Company’s products in all territories outside of North America upon their
      infusion of the full $5,000,000 investment.3.
              Settlement
      and retirement of outstanding convertible debentures.4.
              Completion
      of the Phase II components of drug development for Antibiotic Resistant
      Staphylococcus Aureus (MRSA).5.
              Sales
      and marketing budget.6.
              Product
      manufacturing and operations for national distribution.7.
              Settlement
      and payoff of unsecured debt.8.
              Grant
      of three (3) board seats of a five (5)-member board seat of the
      Company.
 
 Investment
thereto is subject to mutual agreement among the parties as to the form and
content of the final documentation with respect to any such
investment.  The total investments contemplated by the MOU were to
occur not later than July 9, 2007.  However, by verbal agreement
between the Investors and the Company, the MOU was effectively extended through
the end of 2007 and the Investors continued to make investments in the Company,
and the Company continued to accept the investments, under the same terms and
conditions contained within the MOU. In February 2008, the Company terminated
the MOU with the Investors.  The Company and the Investors are
negotiating a new agreement.
 
 The
Company received an initial investment of $200,500 during the year ended
December 31, 2007 in exchange for 1,002,500 issuable common
shares.  During the six months ended June 30, 2008, the Company
received additional investments totaling $308,450, in exchange for 1,542,250
issuable common shares.  The shares were recorded at their market
price on the date of investment and the difference between the market price and
the $0.20 issuance rate has been treated as a deposit towards the sale of
licensing and distribution rights.
 
 In August
2007, the Investors acquired certain outstanding convertible debentures issued
by the Company having a face value of $1,255,000 plus accrued interest
approximating $528,000, directly from third party debenture holders through a
private sale. Such debentures matured on December 6, 2007 and are currently in
default.  As part of the MOU, the Company and the Investors agreed to
convert $855,000 of the debentures, plus accrued penalties and interest into
3,333,750 shares of common stock. The issuable shares were recorded at the
conversion rate prescribed by the underlying convertible debenture agreements
with the difference from the converted debentures’ face value, plus related
accrued interest and penalties, being recorded as a deposit towards the sale of
licensing and distribution rights. The deposit will be recognized as revenue
upon the Company’s receipt of the full $5 million anticipated by the MOU and the
transfer of the rights. At June 30, 2008, 836,680 of these common shares have
been issued and 5,016,820 are pending issuance, which will occur upon direction
from the Investors. During July 2008, the Company issued 1,000,000 common shares
to the Investors.
 -7-
 
 As of
December 31, 2007, the Investors held remaining convertible debentures with a
face value of $400,000, plus previously accrued interest and penalties that will
entitle them to convert the debentures at $0.20 per share.  In March
2008, the Investors purchased from a third party, additional convertible
debentures having a face value of $305,000.  As of June 30, 2008, the
Investors now own 100% of the Company’s outstanding secured convertible
debentures.  Such debentures matured on December 6, 2006 and are
currently in default.  As a result of such transaction, the Investors
are the sole senior secured debt holders of the Company with a lien on all
assets of the Company.
 
 Note 5. Stock-Based
Compensation
  Effective
January 1, 2006, the Company transitioned from Accounting Principles Board
Opinion (APB) No. 25 "Accounting for Stock Issued to Employees," to Statement of
Financial Accounting Standards No. 123R, "Accounting for Stock-Based
Compensation", (SFAS No. 123R).
  The
Company recognized stock compensation expense related to previously issued
employee stock options of approximately $91,000 and $29,000 for the three months
ended June 30, 2008 and 2007, respectively.  The Company recognized
stock compensation expense related to previously issued employee stock options
of approximately $151,000 and $61,000 for the six months ended June 30, 2008 and
2007, respectively.
  During
the three and six months ended June 30, 2008, the Company issued 1,250,000
options to an employee.  These options have an exercise price of $0.17
(equal to market value on date of grant, have a five year term and will vest as
follows – 600,000 on date of grant, 350,000 vest on July 1, 2008 and 300,000
vest on January 1, 2009.  No options were issued to employees in
2007.
  The fair
value of each stock option or warrant granted to non-employees is estimated on
the measurement date using the fair value method of SFAS 123R.
  Note 6:Related Party
Information
  The
Company leased its former facility from an entity currently controlled by one of
the Company's former officers, and spouse of the CEO.  Rent related to
this facility totaled $71,000 for the year ended December 31, 2007. As of June
30, 2008, the Company had approximately $79,000 recorded in accounts payable due
to this entity.  This lease agreement was cancelled by mutual
agreement in 2007.
  A
director of the Company is the principal owner of a law firm that provided
services to the Company through 2007.  The expenses incurred to that
law firm were approximately $101,000 for the year ended December 31,
2007.  As of June 30, 2008, the Company had $92,000 recorded in
accrued liabilities due to this firm.
 -8-
  Item
2. Management’s Discussionand Analysis or Plan of
Operations
 
 Forward-Looking
Statements and Associated Risks
 
 THIS
QUARTERLY REPORT ON FORM 10-Q CONTAINS FORWARD-LOOKING STATEMENTS THAT HAVE BEEN
MADE PURSUANT TO THE PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON MANAGEMENT’S CURRENT
EXPECTATIONS, ESTIMATES AND PROJECTIONS, BELIEFS AND ASSUMPTIONS. WORDS SUCH AS
“ANTICIPATES,"  "EXPECTS,"  "INTENDS,"  "PLANS,"  "BELIEVES,"  "SEEKS,"
"ESTIMATES,” VARIATIONS OF SUCH WORDS AND SIMILAR EXPRESSIONS ARE INTENDED TO
IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THESE STATEMENTS ARE NOT GUARANTEES OF
FUTURE PERFORMANCE AND ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND
ASSUMPTIONS THAT ARE DIFFICULT TO PREDICT; THEREFORE, ACTUAL RESULTS MAY DIFFER
MATERIALLY FROM THOSE EXPRESSED OR FORECASTED IN ANY SUCH FORWARD-LOOKING
STATEMENTS. THESE RISKS AND UNCERTAINTIES INCLUDE THOSE DISCUSSED IN “PART II -
ITEM 6 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS – RISK FACTORS” CONTAINED IN THE COMPANY’S FORM 10-KSB FOR
THE YEAR ENDED DECEMBER 31, 2007, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. UNLESS REQUIRED BY LAW, THE COMPANY UNDERTAKES NO OBLIGATION TO
UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW
INFORMATION, FUTURE EVENTS OR OTHERWISE.  INVESTORS SHOULD REVIEW THIS
QUARTERLY REPORT IN COMBINATION WITH THE COMPANY’S ANNUAL REPORT ON FORM
10-KSB IN ORDER TO HAVE A MORE COMPLETE UNDERSTANDING OF THE PRINCIPAL RISKS
ASSOCIATED WITH AN INVESTMENT IN THE COMPANY’S STOCK.
 
 Overview
 
 SinoFresh
HealthCare, Inc., a Florida corporation (“Sinofresh”, “we” “our” or the
“Company“) was incorporated on January 31, 2001 under the name
e-Book.  E-Book operated initially as a division of e-Miracle, Inc.,
which was incorporated in July 1999.  Due to undercapitalization and
credit problems, e-Miracle filed a Chapter 11 Bankruptcy proceeding in the
United States Bankruptcy Court.  As part of the Chapter 11 Plan of
Reorganization of e-Miracle, e-Book was re-incorporated as a Florida corporation
on January 31, 2001.  We acquired SinoFresh Healthcare, Inc., a
Delaware corporation on September 8, 2003 through a merger with our subsidiary
SinoFresh Acquisition Corp., a Florida corporation, whereby SinoFresh
Healthcare, Inc. became our wholly owned subsidiary.  As a result of
the merger, we changed our name to SinoFresh Healthcare,
Inc.  Subsequent to the merger, SinoFresh Healthcare, Inc., changed
its name to SinoFresh Corporation and remains the operating subsidiary of the
Company.
  We are a
pharmaceutical company engaged in the research, development and marketing of
novel therapies to treat diseases and other conditions of the upper respiratory
system.  Our revenues were derived primarily from the sale of
SinoFreshTM Nasal and Sinus, through our existing distribution network in the
United States.
  The
principal outlets for our products are national drug and food retailers,
including CVS, Osco Drug, Publix Super Markets, Rite Aid, and Sav-on
Drugs.
  The
Company initiated discussions with FDA seeking guidance for a New Drug
application (NDA) process for a therapeutic nasal spray based upon SinoFresh®
Nasal & Sinus Care. The Company is seeking direction from Food and Drug
Administration (FDA) relative to the approval process leading to its nasal spray
for treatment of and/or reduction in the symptoms of certain diseases. The
Company held an initial meeting with the FDA in 2005 to discuss and
Investigational New Drug Application (‘INDA”) for the nasal spray and will next
seek to gain FDA approval of the required protocol prior to initiating clinical
work.  Assuming that the safety
and efficacy of the nasal spray are demonstrated in these clinical studies, the
Company would seek FDA approval of the nasal spray under an NDA.  The
Company anticipates that conducting the clinical trials and obtaining FDA
approval for the nasal spray will require substantial resources (including
additional capital) and may take several years.  There is no assurance
that FDA will approve an NDA for the Company's therapeutic nasal spray or that
the Company can obtain sufficient funding to underwrite the cost of obtaining
FDA approval.
  The
Company currently outsources the manufacturing of its products to an FDA
approved contract-manufacturing facility.
  Our
shares are traded on the Over-the-Counter-Bulletin Board under the symbol
“SFSH.OB.”
 
 Results
of Operations for the three month periods ended June 30, 2008 and June 30,
2007.
 
 Revenues
decreased from $114,900 to $51,169 for the three months ended June 30, 2008 and
2007, respectively.  The Company believes that the decrease was due to
a combination of the lack of marketing and advertising activities, the
elimination of incentive programs such as rebates that were offered in 2007, and
the Company lost distribution to Walgreens in the third quarter of
2007.
 -9-
 
 Gross
profit for the second quarter of 2008 was $37,745 (or 74%), compared to $71,811
(or 63%) for the second quarter of 2007.  The higher gross profit
percentage in 2008 is primarily due to lower product returns and broker
fees.
 
 Salaries
and other compensation expenses increased from $157,681 to $242,931 for the
three months ended June 30, 2008 and 2007, respectively.  The increase
is a result of increased stock-based compensation associated with a 2008 option
grant, which was partially offset by reductions in personnel in order to
streamline its organization and to reduce administrative costs.
 
 Professional
fees were $94,510 and $76,406 for the three months ended June 30, 2008 and
2007.
  Other
general and administrative expenses decreased from $92,285 to $24,728 for the
three months ended June 30, 2008 and 2007, respectively, due to a reduction in
certain insurance premiums and other costs.
 
 Research
and development expenses were $34,150 and $0 for the three months ended June 30,
2008 and 2007, respectively.  The increase in the 2008 expenses
relates to the Company’s efforts to validate the use of the Company’s current
product - SinoFresh
Nasal and Sinus Care - as a treatment for other pathogens.
 
 Depreciation
and amortization totaled $64,101 and $65,450 for the three months ended June 30,
2008 and 2007, respectively.  These expenses principally consist of
amortization of patent costs.
 
 Net
interest expense decreased from $80,605 to $35,410 for the three months ended
June 30, 2008 and 2007, respectively.  The decrease is attributable to
lower levels of interest bearing debentures outstanding in 2008 versus
2007.
 
 As a
result of the factors discussed above, we had a net loss of $457,808 ($0.02 per
share) compared to net loss of $400,609 ($0.02 per share) for the three months
ended June 30, 2008 and 2007, respectively.
 
 Results
of Operations for the six month periods ended June 30, 2008 and June 30,
2007.
 
 Revenues
decreased from $304,416 to $100,445 for the six months ended June 30, 2008 and
2007, respectively.  The Company believes that the decrease was due to
a combination of the lack of marketing and advertising activities, the
elimination of incentive programs such as rebates that were offered in 2007, and
the Company lost distribution to Walgreens in the third quarter of
2007.
 
 Gross
profit for the first six months of 2008 was $77,737 (or 77%), compared to
$200,072 (or 66%) for the first six months of 2007.  The higher gross
profit percentage in 2008 is primarily due to lower product returns and broker
fees.
 
 Salaries
and other compensation expenses decreased to $317,680 from $339,985 for the six
months ended June 30, 2008 and 2007, respectively.  The decrease is a
result of reductions in personnel in order to streamline its organization and to
reduce administrative costs offset by increased stock-based compensation
associated with a 2008 option grant.
 
 Professional
fees were $240,451 and $268,572 for the six months ended June 30, 2008 and
2007.
 Other
general and administrative expenses were $49,744 and $173,482 for the six months
ended June 30, 2008 and 2007.  The reduction in these expenses is due
to a lowering of certain insurance premiums and other costs.
 -10-
 
 Research
and development expenses were $34,150 and $0 for the three months ended June 30,
2008 and 2007, respectively.  The increase in the 2008 expenses
relates to the Company’s efforts to validate the use of the Company’s current
product - SinoFresh
Nasal and Sinus Care - as a treatment for other pathogens.
 
 Depreciation
and amortization totaled $127,302 and $130,900 for the six months ended June 30,
2008 and 2007, respectively.  These expenses principally consist of
amortization of patent costs.
 
 Net
interest expense was $74,555 and $166,751 for the six months ended June 30, 2008
and 2007, respectively.  The decrease is attributable to lower levels
of interest bearing debentures outstanding in 2008 versus 2007.
 
 Other
income totaled $2,578 and $50,012 for the six months ended June 30, 2008 and
2007.  Other income in 2007 consisted primarily of a non-refundable
deposit that was forfeited by a party interested in acquiring certain assets of
the Company.
  As a
result of the factors discussed above, we had a net loss of $763,566 ($0.03 per
share) compared to net loss of $829,606 ($0.05 per share) for the six months
ended June 30, 2008 and 2007, respectively.
 
 As of
June 30, 2008, we had total assets of $1.8 million, liabilities of $4.4 million
and stockholders’ deficit of $2.6 million.  Our working capital
deficit was approximately $4.3 million as of June 30, 2008.
 
 Inflation
and currency fluctuations have not previously had a material impact upon our
results of operations and are not expected to have a material impact in the near
future.
  Liquidity
and Capital Resources
  During
the first six months of 2008, the Company's cash and cash equivalents increased
approximately $3,000 to $4,215 at June 30, 2008. The Company's current liquidity
is extremely limited and the Company will require a significant amount of
additional funding in order to meet its current working capital requirements,
including repayment of its debentures.  To address these issues, the
Company is attempting to obtain additional funding through the issuance of debt
and equity securities, joint ventures or other arrangements.  Although
the Company believes that it will be able to obtain additional funding, there
can be no assurance that the Company's efforts will be successful.
  On June
9, 2006, the Company entered into an unsecured loan agreement with a
non-affiliated third party in the amount of $100,000.  According to
the loan provisions, the principal and interest totaling $120,000 was due on
July 31, 2006.  The Company is currently in default on the repayment
of this loan.
 
 During
2007, the Company obtained financing in the total amount of $220,000 through the
sale of 18-month Unsecured 10% convertible debentures (the
“Debentures”).  The Debentures are convertible into common shares at
prices ranging from $.04 to $.08 per share.  Total common shares
issuable pursuant to these Debentures are 4,387,500 shares. As of June 30, 2008,
holders converted $195,000 of the Debentures into 4,075,000 common
shares.  Interest is payable annually in arrears in
cash.  The Company reserved the right to require conversion of the
Debentures and outstanding interest, at any time, if the closing bid price of
the Company’s common stock equals or exceeds $0.10 for a period of 20
consecutive trading days.  The Company also reserved the right to
redeem the Debentures, in whole, at any time or times, not less than thirteen
(13) months after of the Debenture, upon payment of one hundred ten percent
(110%) of the principal.
 
 Pursuant
to a Memorandum of Understanding (the “MOU”) that was terminated in February
2008, the terms of which are more fully described in Note 4 to the Financial
Statements contained in this Form 10-Q, the
Company received an initial investment of $200,500 during the year ended
December 31, 2007 in exchange for 1,002,500 common shares.  During the
six months ended June 30, 2008, the Company received additional investments of
$308,450, in exchange for 1,542,250 common shares.  The shares were
recorded at their market price on the date of investment and the difference
between the market price and the $0.20 issuance rate has been treated as a
deposit towards the sale of licensing and distribution rights to sell the
Company’s products in all territories in North America upon the infusion of a
total of $5 million.
 -11-
 
 In August
2007, a group of new investors (the “Investors”) acquired certain outstanding
convertible debentures issued by the Company having a face value of $1,255,000
plus accrued interest approximating $528,000, directly from third party
debenture holders through a private sale. Such debentures matured on December 6,
2007 and are currently in default.  As part of the MOU, the Company
and the Investors agreed to convert $855,000 of the debentures, plus accrued
penalties and interest into 3,333,750 shares of common stock. The issuable
shares were recorded at the conversion rate prescribed by the underlying
convertible debenture agreements with the difference from the converted
debentures’ face value, plus related accrued interest and penalties, being
recorded as a deposit towards the sale of licensing and distribution rights to
the Company’s products in all territories outside of North America. The deposit
will be recognized as revenue upon the Company’s receipt of the full $5 million
anticipated by the MOU and the transfer of the rights. At June 30, 2008, 836,680
of these common shares have been issued and 5,016,820 are pending conversion,
which will occur upon direction from the Investors. During July 2008, the
Company issued 1,000,000 common shares to the Investors.
 
 As of
December 31, 2007, the Investors held remaining convertible debentures with a
face value of $400,000, plus previously accrued interest and penalties that,
will entitle them to convert the debentures at $0.20 per share.  In
March 2008, the Investors purchased from a third party, additional convertible
debentures having a face value of $305,000.  At June 30, 2008, the
Investors now own 100% of the Company’s outstanding secured convertible
debentures.  Such debentures matured on December 6, 2006 and are
currently in default.  As a result of such transaction, the Investors
are the sole senior secured debt holders of the Company with a lien on all
assets of the Company.
  Off-Balance
Sheet Arrangements
 
 The
Company had no off-balance sheet arrangements as of June 30,
2008.
  Item
3. Qualitative and Quantitative Disclosuresabout Market
Risk
  Not
applicable to smaller reporting companies
  Item
4T. Controls and Procedures
  Disclosure
Controls
 
 We
carried out an evaluation required by Rule 13a-15(b) of the Securities
Exchange Act of 1934 or the Exchange Act under the supervision and with the
participation of our management, including our Principal Executive Officer and
Principal Financial Officer, of the effectiveness of the design and operation of
our disclosure controls and procedures.
  Disclosure
controls and procedures are designed with the objective of ensuring that (i)
information required to be disclosed in an issuer's reports filed under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC rules and forms and (ii) information is accumulated
and communicated to management, including our Principal Executive Officer and
Principal Financial Officer, as appropriate to allow timely decisions regarding
required disclosures.
  The
evaluation of our disclosure controls and procedures included a review of our
objectives and processes and effect on the information generated for use in this
Report. This type of evaluation is done quarterly so that the conclusions
concerning the effectiveness of these controls can be reported in our periodic
reports filed with the SEC. We intend to maintain these controls as processes
that may be appropriately modified as circumstances warrant.
  Based on
their evaluation, our Principal Executive Officer and Principal Financial
Officer have concluded that our disclosure controls and procedures are effective
in timely alerting them to material information which is required to be included
in our periodic reports filed with the SEC as of the filing of this
Report.
  
  Changes in Internal Controls Over Financial
Reporting
 
 There
have not been  any changes in our internal controls over financial
reporting (as defined in Exhange Act Rules 13a-15(f) and 15d-15(f)) that
occurred during the fiscal quarter ended June 30, 2008 that have materially
affected, or are reasonably likely to materially affect, our internal controls
over financial reporting.
 -12-
 
 PART
II - OTHER INFORMATION
 
 Item
1. Legal Proceedings
 
 From time
to time, the Company may be a party to litigation or proceedings in connection
with its business, as either a plaintiff or defendant. As of the date of this
report, there were no such pending legal proceeding to which the Company is a
party that, in the opinion of management, is likely to have a materially adverse
effect on the Company’s business, financial condition or results of
operations.
 
 Item
2. Unregistered Salesof Equity Securities and Use of
Proceeds
 
 During
the first six months of 2008, the Company issued 400,000 shares of common stock
to a consultant in payment for consulting services and 100,000 shares of common
stock to an attorney for legal services provided to the
Company.  These shares had a market value of approximately $64,000 as
of the date of issuance.  Additionally, the Company issued 125,000
shares of common stock as interest payment to two unrelated parties. The
issuance of shares of common stock was not registered under the Securities Act
of 1933, as amended (the "Securities Act"), in reliance upon the exemptions from
the registration requirements of the Securities Act set forth in Section 4(2)
and in Regulation D.
  Item
3.  Defaults on Senior Securities
 
 The
Company is in default on its principal and interest obligations due under a
senior secured debenture agreement as a result of its failure to repay the
debenture on its maturity date of December 6, 2006.  The total amount
due as of June 30, 2008 including principal, interest and penalties was
approximately $1,110,000.  The debentures are collateralized by all of
the Company’s assets. The notification gives the debenture holders the
right to sell the Company’s assets if a suitable buyer is found.  The
Company will continue to work amicably with the debenture holders in order to
either obtain a modification of the debenture terms or secure additional capital
in order to satisfy the debenture obligation.  However, no
assurance can be made that the Company will be successful in this
effort.
  Item
6.  Exhibits
 
 (a)
              Exhibits
 
 31.1
              Certification of the Principal Executive Officer and
      Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15(d)-14(a)
      on page X-1.32.1
              Certification pursuant to 18 U.S.C. §1350 as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 on page
      X-2.
 
 
  -13-
 
 
 SIGNATURES
 
 In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned thereunto duly
authorized.
 
 
 SINOFRESH HEALTHCARE, INC.Date:
      August 14, 2008
                By:
                /s/ Charles
      A. FustCharles
      A. FustChief
      Executive Officer (principal executive officer), Acting Chief Financial
      Officer (acting principal financial officer)
 
  
 -14-