UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D. C.  20549










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


For the
quarterly period ended March 31,
2008


or


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


For the
transition period from ______ to ______





0-49764


(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.)





787
Commerce Drive


Venice,
Florida 34292


(Address
of principal executive offices)





(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 þNoo




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


Large
accelerated filer o  Accelerated filer
o  Non-accelerated filer
o  Smaller
Reporting Company  þ





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





As of
June 16, 2008 there were 25,541,110shares of the Company’s common stock outstanding.


-1-




Table
of Contents








SINOFRESH
HEALTHCARE, INC.








Index
            
            PagePart I.
            Financial InformationItem 1.  Financial
      StatementsCondensed Balance
      Sheets as of March 31, 2008 and December 31,
      2007 (unaudited)
            3Condensed
      Statements of Operations for the three months ended March 31, 2008 and
      2007 (unaudited)
            4Condensed
      Statements of Cash Flows for the three months ended March 31, 2008 and
      2007(unaudited)
            5Notes to
      Unaudited Condensed Financial Statements
            6Item 2.  Management’s Discussion and Analysis or Plan of
      Operations
            9Item 3.  Qualitative and Quantitative
      Disclosures about Market Risk
            11Item 4T. Controls and
      Procedures
            11Part 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 6.  Exhibits
            13Signatures
            
            14Certifications








-2-











PART
      I - FINANCIAL STATEMENTSSINOFRESH
      HEALTHCARE, INC.CONDENSED
      BALANCE SHEETS(unaudited)March
      31, 2008
            
            
            December
      31, 2007ASSETSCURRENT
      ASSETS:Cash
      and cash equivalents
            
            $
            18,657
            
            
            $
            919Accounts
      receivable, net of allowances of $7,426 and $7,426
            
            
            1,689
            
            
            
            12,796Inventory,
      net
            
            
            -
            
            
            
            7,656Prepaid
      expenses
            
            
            33,600
            
            
            
            99,933TOTAL
      CURRENT ASSETS
            
            
            53,946
            
            
            
            121,304FURNITURE
      AND EQUIPMENT, NET
            
            
            11,600
            
            
            
            17,109PATENTS,
      NET
            
            
            1,769,247
            
            
            
            1,826,939OTHER
      ASSETS
            
            
            4,500
            
            
            
            4,500TOTAL
      ASSETS
            
            $
            1,839,293
            
            
            $
            1,969,852LIABILITIES
      AND STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIES:Current
      portion of capital leases
            
            $
            8,220
            
            
            $
            14,260Short-term
      note payable and advances
            
            
            100,000
            
            
            
            100,000Convertible
      debentures, net of unamortized debt discounts
            
            
            730,000
            
            
            
            730,000Accounts
      payable (including amounts due to related parties of $127,213 and
      $127,213)
            
            
            1,601,335
            
            
            
            1,609,365Accrued
      expenses (including amounts due to related parties of $92,146 and
      $92,146)
            
            
            1,097,770
            
            
            
            1,096,845Deposit
      on sale on licensing and distribution rights
            
            
            705,990
            
            
            
            661,240TOTAL
      CURRENT LIABILITIES
            
            
            4,243,315
            
            
            
            4,211,710COMMITMENTS
      AND CONTINGENCIES
            
            
            -
            
            
            
            -STOCKHOLDERS’
      EQUITY:Common
      stock, no par value; 500,000,000 shares authorized; 25,441,110 and
      24,916,110shares
      issued and outstanding
            
            
            7,102,774
            
            
            
            7,028,774Common
      stock issuable 4,789,570 and 4,239,570 shares
            
            
            865,504
            
            
            
            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,
      769,377shares
      issued and outstanding
            
            
            1,538,753
            
            
            
            1,538,753Series
      B convertible preferred stock, voting; 1,500,000 shares authorized,
      issuedand
      outstanding
            
            
            3,000,000
            
            
            
            3,000,000Series
      C convertible preferred stock, voting; 1,250,000 shares authorized;
      799,500 sharesissued
      and outstanding
            
            
            1,423,301
            
            
            
            1,423,301Accumulated
      deficit
            
            
            (16,323,741
            )
            
            
            (16,017,876
            )Deferred
      stock-based compensation
            
            
            (10,613
            )
            
            
            (15,064
            )TOTAL
      STOCKHOLDERS’ DEFICIT
            
            
            (2,404,022
            )
            
            
            (2,241,858
            )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
            
            $
            1,839,293
            
            
            $
            1,969,852See
      notes to condensed financial statements.





-3-


SINOFRESH
      HEALTHCARE, INC.CONDENSED
      STATEMENTS OF OPERATIONS (unaudited)Three
      Months Ended March 31,2008
            
            
            2007REVENUE,
      net
            
            $
            49,276
            
            
            $
            189,516COST
      OF REVENUE
            
            
            9,284
            
            
            
            61,255GROSS
      PROFIT
            
            
            39,992
            
            
            
            128,261OPERATING
      EXPENSESSalaries
      and other compensation expense
            
            
            74,749
            
            
            
            182,304Professional
      fees
            
            
            145,941
            
            
            
            192,166Other
      general and administrative expenses
            
            
            25,016
            
            
            
            81,197Depreciation
      and amortization
            
            
            63,201
            
            
            
            65,450TOTAL
      OPERATING EXPENSES
            
            
            308,907
            
            
            
            521,117INCOME
      (LOSS) FROM OPERATIONS
            
            
            (268,915
            )
            
            
            (392,856
            )OTHER
      INCOME (EXPENSE):Interest,
      net
            
            
            (39,145
            )
            
            
            (86,146
            )Other
      income (expense)
            
            
            2,301
            
            
            
            50,005TOTAL
      OTHER INCOME (EXPENSE)
            
            
            (36,844
            )
            
            
            (36,141
            )NET
      INCOME (LOSS)BEFORE
      INCOME TAXES
            
            
            (305,759
            )
            
            
            (428,997
            )PROVISION
      FOR INCOME TAXES
            
            
            -
            
            
            
            -NET
      INCOME (LOSS)
            
            $
            (305,759
            )
            
            $
            (428,997
            )NET
      INCOME (LOSS)PER
      COMMON SHARE-basic
      and diluted
            
            $
            (0.01
            )
            
            $
            (0.03
            )WEIGHTED
      AVERAGE COMMONSHARES
      OUTSTANDING-basic
      and diluted
            
            
            25,291,110
            
            
            
            16,581,777See
      notes to condensed financial statements.








-4-








SINOFRESH HEALTHCARE, INC.CONDENSED STATEMENTS OF CASH
      FLOWS
              (unaudited)Three Months
      Ended
            
            
            Three Months
      EndedMarch 31,
      2008
            
            
            March 31,
      2007CASH FLOWS FROM OPERATING
      ACTIVITIES:Net loss
            
            $
            (305,864
            )
            
            $
            (428,997
            )Adjustments to reconcile net loss
      to net cashused in
      operations:Stock, options and warrants issued
      for services
            
            
            60,451
            
            
            
            32,248Amortization and
      depreciation
            
            
            63,201
            
            
            
            65,450Stock issued as payment for
      interest
            
            
            18,000
            
            
            
            -Warrants issued as discount on
      advances
            
            
            -
            
            
            
            8,147Changes in assets and
      liabilities:Accounts
      receivable
            
            
            11,107
            
            
            
            134,387Inventory
            
            
            7,656
            
            
            
            24,488Other current
      assets
            
            
            66,333
            
            
            
            (31,079
            )Accounts
      payable
            
            
            (8,031
            )
            
            
            39,219Accrued
      expenses
            
            
            925
            
            
            
            36,028NET CASH USED IN OPERATING
      ACTIVITIES
            
            
            (86,222
            )
            
            
            (120,109
            )FINANCING
      ACTIVITIES:Proceeds from short-term notes
      payable
            
            
            -
            
            
            
            195,000Proceeds from common stock
      issuable
            
            
            110,000
            
            
            
            -Payments on long-term debt and
      capital leases
            
            
            (6,040
            )
            
            
            (6,027
            )NET CASH PROVIDED BY FINANCING
      ACTIVITIES
            
            
            103,960
            
            
            
            188,973NET INCREASE IN
      CASH
            
            
            17,738
            
            
            
            68,864CASH AND CASH EQUIVALENTS -
      beginning of period
            
            
            919
            
            
            
            887CASH AND CASH EQUIVALENTS - end of
      period
            
            $
            18,657
            
            
            $
            69,751SUPPLEMENTAL DISCLOSURE OF CASH
      FLOW INFORMATION:Cash paid during the period for
      interest
            
            $
            -
            
            
            $
            12,694NON-CASH
      ACTIVITY:Reduction of accounts payable and
      accrued expenses through theissuance
      of common stock.
            
            $
            35,000
            
            
            $
            45,000See notes to condensed financial
      statements.





-5-


SinoFresh HealthCare, Inc.




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.





The
Company's ability to continue as a going concern is subject to uncertainty due
to the Company’s history of losses, current default status on the repayment of
debentures, significant loss of distribution network, 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 March
31, 2008, the Company had current assets of approximately $54,000 (including
cash and cash equivalents of approximately $19,000) and current liabilities of
approximately $4,243,000.  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.  In order 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 March 31, 2008 and 2007 financial statements,
which are necessary for a fair financial statement presentation. The results for
the three months ended March 31, 2008 and 2007 are not necessarily indicative of
financial operations for the full year.





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
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.




Patents
are stated at cost and are amortized over thirteen years (the approximate life
of the patents on the date of purchase) using the straight-line
method.  Intangible assets, such as patents, are subject annually, to
an impairment evaluation, or interim impairment evaluation if an interim
triggering event occurs which indicates that the carrying amount of the patents
may not be recoverable.  The Company completed its impairment test of
its current patents as of December 31, 2007.  This test was performed
internally and consisted of evaluating potential future revenue streams, current
market capitalization, shareholder equity values and the estimated market value
of such assets.  As a result of the Company’s evaluation, no
impairment of the Company’s patents was recognized.




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 March 31, 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 three months of 2008, the Company issued 400,000 shares of the
Company’s common stock as payment for consulting
services.  Additionally, the Company issued 125,000 shares of the
Company’s common stock 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 three months ended March 31, 2008, the Company
received additional investments of $110,000, in exchange for 550,000 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 March 31, 2008, 836,680 of these common shares have
been issued and 4,049,570 are pending issuance, which will occur upon direction
from 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 March 31, 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 $4,000 and $32,000 for the three months
ended March 31, 2008 and 2007, respectively.




For the
three months ended March 31, 2008, the Company issued 400,000 shares as
compensation to two consultants.  These shares had a market value of
approximately $56,000 as of the date of issuance.




There
have been no options issued to employees in 2008 or 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 $0 and $19,000 for the three months ended March 31, 2008
and 2007, respectively.  As of March 31, 2008, the Company had
approximately $127,000 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 early 2007.  The expenses incurred to
that law firm were approximately $0 and $68,000 for the three months ended March
31, 2008 and 2007, respectively.  As of March 31, 2008, the Company
had approximately $92,000 recorded in accrued liabilities due to this
firm.


-8-




Item
2. Management’s Discussion and 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 the New Drug Application (NDA) process for a therapeutic nasal
spray based upon SinoFresh TM Nasal
& Sinus Care.  The Company is seeking Food and Drug Administration
(FDA) approval on its nasal spray for treatment of and/or reduction in the
symptoms of certain diseases.  The Company held its initial meeting
with the FDA in 2005 to discuss an Investigational New Drug Application (an
“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.”


-9-





Results
of Operations for the three month period ended March 31, 2008 and March 31,
2007.





Revenues
decreased from $189,516 to $49,276 for the three months ended March 31, 2008 and
2007, respectively.  The Company believes that the decrease was a
combination of the lack of marketing and advertising activities and the
elimination of incentive programs such as rebates that were offered in
2006.  In addition, the Company lost distribution to Walgreens in the
third quarter of 2007.





Gross
profit for the first quarter of 2008 was $39,992 (or 81%), compared to $128,261
(or 68%) for the first 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 decreased from $182,304 to $74,749 for the three
months ended March 31, 2008 and 2007, respectively.  These decreases
are a result of reduced stock-based compensation and also specific reductions in
personnel in order to streamline its organization and to reduce administrative
costs.





Professional
fees were $144,703 and $192,166 for the three months ended March 31, 2008 and
2007.





Other
general and administrative expenses decreased from $81,197 to $26,145 for the
three months ended March 31, 2008 and 2007, respectively, due to a reduction in
certain insurance premiums and other costs.





Depreciation
and amortization totaled $63,201 and $65,450 for the three months ended March
31, 2008 and 2007, respectively.  These expenses principally consist
of amortization of patent costs.





Net
interest expense decreased from $86,146 to $39,359 for the three months ended
March 31, 2008 and 2007, respectively.  The decrease is attributable
to lower levels of interest bearing debentures outstanding in 2008 versus
2007.





Other
income totaled $2,301 and $50,005 for the three months ended March 31, 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 $305,864 ($0.01 per
basic share) compared to net loss of $428,997 ($0.03 per share) for the three
months ended March 31, 2008 and 2007, respectively.





As of
March 31, 2008, we had total assets of $1.8 million, liabilities of $4.2 million
and stockholders’ deficit of $2.4 million.  Our working capital
deficit was approximately $4.1 million as of March 31, 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 three months of 2008, the Company's cash and cash equivalents
increased approximately $17,000, to $18,657 at March 31, 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.  In order
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.


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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 March 31,
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-QSB, 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 three months ended March 31,
2008, the Company received additional investments of $110,000, in exchange for
550,000 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.





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 March 31, 2008,
836,680 of these common shares have been issued and 4,049,570 are pending
conversion, which will occur upon direction from 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 March 31, 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.




Item 3.   Qualitative andQuantitativeDisclosures about Market Risk




Not applicable to smaller reporting
companies




Item 4T.  Controls andProcedures




The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting.  As defined under
Sections 13a – 15(e) and 15d –15(e) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), the term “disclosure controls and procedures”
means controls and other procedures of an issuer that are designed to ensure
that information required to be disclosed by the issuer in the reports that it
files or submits under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Commission’s rules and forms.
Disclosure controls and procedures include without limitation, controls and
procedures designed to ensure that information required to be disclosed by an
issuer in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the issuer’s management, including the
Certifying Officer, to allow timely decisions regarding required
disclosures.


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Our CEO
has not evaluated the effectiveness of our disclosure controls and procedures as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e) as of the end of the
period covered by this Report based upon the framework in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) due to the fact that the Company does not have
the personnel resources nor technological infrastructure in place to perform
this evaluation.  Based upon our CEO’s discussions with our auditors
and other advisors, the CEO believes that, during the period covered by this
report, such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of our internal
control over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.




The
matters involving internal controls and procedures that the Company's CEO
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) inadequate segregation of duties consistent
with control objectives and (2) ineffective controls over period end financial
disclosure and reporting processes. The aforementioned material weaknesses were
identified by the Company's Chief Executive Officer in connection with the audit
of our financial statements as of December 31, 2007.  Management
believes that the material weaknesses set forth in items (1) and (2) above did
not have an affect on the Company's financial results.




The
Company has begun to take appropriate steps to remediate the material weakness
described above.  The Company will create a position and hire personnel to
strengthen internal controls over financial reporting.  The Company will
initiate these remediation efforts as soon as funds allow.  The
effectiveness of our internal controls following our remediation efforts will
not be known until we test those controls in connection with management’s tests
of internal control over financial reporting that will be performed as soon as
funds are available.




Changes in Internal Controls Over
Financial Reporting







During
the quarterly period covered by this report, there were no changes in the
Company's internal controls over financial reporting that materially affected,
or are reasonable likely to materially affect, the Company's internal controls
over financial reporting.


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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 Sales of Equity Securities and Use of
Proceeds





During
the first quarter of 2008, the Company issued 400,000 shares of common stock to
a consultant in payment for consulting services provided to the
Company.  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).





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 March 31, 2008 including principal, interest and penalties was
approximately $1,075,000.  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.





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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.June
      18,2008
              By:
              /s/ Charles
      A. FustCharles
      A. FustChairman
      of the Board,  Chief Executive Officer (principal executive
      officer), Acting Chief Financial Officer (principal financial
      officer)




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