**SinoFresh        HealthCare, Inc.**

| **Florida**                                       | **65-1082270**                          |
|--------------------------------------------------------|-----------------------------------------|
| (State                  or other jurisdiction of  | (I.R.S.                  Employer       |
| incorporation                  or organization)   | Identification                  Number) |

**516        Paul Morris Drive**

**Englewood,        Florida 34223**

**941-681-3100**

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**Table        of Contents**

**SINOFRESH        HEALTHCARE, INC.**

| **Index**                     |                                                                                                                                                                                                         | **Page**   |
|-------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
|                          |                                                                                                                                                                                                         |       |
| **Part                  I.**  | **Financial                  Information**                                                                                                                                                                   |       |
|                          | Item                  1. Financial                  Statements                                                                                                                                          |       |
|                          |                                                                                                                                                                                                         |       |
|                          | Condensed                  Consolidated Balance Sheet as of March 31, 2006                  (unaudited)                                                                                                      | 3          |
|                          |                                                                                                                                                                                                         |       |
|                          | Condensed                  Consolidated Statements of Operations - for the                  three months ended March 31, 2006 and 2005 (unaudited)                                                           |  4    |
|                          |                                                                                                                                                                                                         |       |
|                          |                          Condensed Consolidated Statements of Cash Flows                  for the                  three months ended March 31, 2006 and 2005 (unaudited) |  5    |
|                          |                                                                                                                                                                                                         |       |
|                          | Notes                  to Unaudited Condensed Consolidated Financial                  Statements                                                                                                             | 6-7        |
|                          |                                                                                                                                                                                                         |       |
|                          | Item                  2. Management’s                  Discussion and Analysis of Financial Condition and Results of                  Operations                                                  |  8-10 |
|                          |                                                                                                                                                                                                         |       |
|                          | Item                  3. Controls                  and Procedures                                                                                                                                       | 10         |
|                          |                                                                                                                                                                                                         |       |
| **Part                  II.** | **Other                  Information**                                                                                                                                                                       | 11         |
|                          | Item                  1. Legal                  Proceedings                                                                                                                                             | 11         |
|                          | Item                  2. Unregistered                  Sales of Equity Securities and Use of Proceeds                                                                                                   | 11         |
|                          | Item                  6. Exhibits                                                                                                                                                                       | 11         |
|                          |                                                                                                                                                                                                         |       |
| **Signatures**                |                                                                                                                                                                                                         | 12         |
|                          |                                                                                                                                                                                                         |       |
| **Certifications**            |                                                                                                                                                                                                         | 12         |

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| **PART                    I - FINANCIAL STATEMENTS**                                                                                                                                                                                               |   |    |                                    |    |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------|-----------------------------------------|---------|
| **Item                    1. Financial Statements**                                                                                                                                                                                                |   |    |                                    |    |
| SINOFRESH                    HEALTHCARE, INC.                                                                                                                                                                                                      |
| CONDENSED                    CONSOLIDATED BALANCE SHEET                                                                                                                                                                                            |
|                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                               |   |    | March                    31, 2006  |    |
|                                                                                                                                                                                                                                               |   |    | (Unaudited)                        |    |
| ASSETS                                                                                                                                                                                                                                             |
| CURRENT                    ASSETS:                                                                                                                                                                                                                 |   |    |                                    |    |
|     Cash                    and cash equivalents                                                                                                                                                                               |   | $       | 50,965                                  |    |
|     Accounts                    receivable, net of allowances of $49,457                                                                                                                                                       |   |    | 174,889                                 |    |
|     Inventory,                    net                                                                                                                                                                                          |   |    | 45,716                                  |    |
|     Other                    current assets                                                                                                                                                                                    |   |    | 33,206                                  |    |
| TOTAL                    CURRENT ASSETS                                                                                                                                                                                                            |   |    | 304,776                                 |    |
|                                                                                                                                                                                                                                               |   |    |                                    |    |
| FURNITURE                    AND EQUIPMENT, NET                                                                                                                                                                                                    |   |    | 71,414                                  |    |
| PATENTS,                    NET                                                                                                                                                                                                                    |   |    | 2,230,785                               |    |
| GOODWILL                                                                                                                                                                                                                                           |   |    | 2,409,401                               |    |
| DEFERRED                    DEBT ISSUANCE COSTS, NET                                                                                                                                                                                               |   |    | 120,281                                 |    |
| OTHER                    ASSETS                                                                                                                                                                                                                    |   |    | 6,418                                   |    |
| TOTAL                    ASSETS                                                                                                                                                                                                                    |   | $       | 5,143,075                               |    |
|                                                                                                                                                                                                                                               |   |    |                                    |    |
| LIABILITIES                    AND STOCKHOLDERS’ EQUITY                                                                                                                                                                                      |
| CURRENT                    LIABILITIES:                                                                                                                                                                                                            |   |    |                                    |    |
|     Current                    portion of capital leases                                                                                                                                                                       |   | $       | 23,964                                  |    |
|     Convertible                    debentures, net of unamortized debt discounts                                                                                                                                               |   |    | 1,431,111                               |    |
|     Accounts                    payable                                                                                                                                                                                        |   |    | 1,290,029                               |    |
|     Accrued                    expenses                                                                                                                                                                                        |   |    | 684,869                                 |    |
| TOTAL                    CURRENT LIABILITIES                                                                                                                                                                                                       |   |    | 3,429,973                               |    |
|                                                                                                                                                                                                                                               |   |    |                                    |    |
| CAPITAL                    LEASES, NET OF CURRENT MATURITIES                                                                                                                                                                                       |   |    | 31,891                                  |    |
| TOTAL                    LIABILITIES                                                                                                                                                                                                               |   |    | 3,461,864                               |    |
|                                                                                                                                                                                                                                               |   |    |                                    |    |
| COMMITMENTS                    AND CONTINGENCIES                                                                                                                                                                                                   |   |    |                                    |    |
|                                                                                                                                                                                                                                               |   |    |                                    |    |
| STOCKHOLDERS’                    EQUITY:                                                                                                                                                                                                     |   |    |                                    |    |
|   Common                    stock, no                    par value; 500,000,000 shares authorized; 15,455,229 shares                                                                                                                     |   |    |                                    |    |
|       issued                    and                    outstanding                                                                                                                                                   |   |    | 6,392,474                               |    |
|   Preferred                    stock, no                    par value; $2 liquidation value per share 200,000,000 shares                    authorized:                                                                                  |   |    |                                    |    |
|       Series                    A                    convertible preferred stock, voting; 858,170 shares authorized,                    810,002                                                                      |   |    |                                    |    |
|        shares                    issued and                    outstanding                                                                                                                                      |   |    | 1,620,003                               |    |
|       Series                    B                    convertible preferred stock, voting; 1,500,000 shares authorized,                    issued                                                                     |   |    |                                    |    |
|        and                    outstanding                                                                                                                                                                       |   |    | 3,000,000                               |    |
|                                      Series C convertible preferred stock, voting; 1,250,000 shares                    authorized;                    838,250 |   |    |                                    |    |
|       shares                    issued and                    outstanding                                                                                                                                            |   |    | 1,504,556                               |    |
|    Accumulated                    deficit                                                                                                                                                                                           |   |    | (10,524,365                             | )       |
|                     Deferred                  stock-based compensation                                                                                                                                                                   |   |    | (311,457                           | )  |
|  TOTAL                  STOCK HOLDERS' EQUITY                                                                                                                                                                                                 |   |    | 1,681,211                          |    |
|  TOTAL                  LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                                                                  |   |  $ | 5,143,075                          |    |

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| SINOFRESH                    HEALTHCARE, INC.                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| CONDENSED                    CONSOLIDATED STATEMENTS OF OPERATIONS                    (unaudited)                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   | Three                    Months Ended                    March                    31, 2006 |   |   | Three                    Months Ended                    March                    31, 2005 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |   |   |
| REVENUE,                    net                                                                                                                                                                                                                                                                                                                                                                                                                                          |   | $ | 371,153 |   | $ | 487,856 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |   |   |
| COST                    OF REVENUE                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   | 244,122 |   |   | 149,779 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |   |   |
| GROSS                    PROFIT                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   | 127,031 |   |   | 338,077 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |   |   |
| OPERATING                    EXPENSES                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |   |   |   |   |
|     Salaries                    and                    other compensation expense                                                                                                                                                                                                                                                                                                                                                                    |   |   | 267,309 |   |   | 271,811 |   |
|     Professional                    fees                                                                                                                                                                                                                                                                                                                                                                                                             |   |   | 193,638 |   |   | 290,729 |   |
|     Other                    general and administrative expenses                                                                                                                                                                                                                                                                                                                                                                                     |   |   | 98,865 |   |   | 126,829 |   |
|     Marketing                    and                    advertising expenses                                                                                                                                                                                                                                                                                                                                                                         |   |   | 45,644 |   |   | 458,653 |   |
|     Research                    and                    development expenses                                                                                                                                                                                                                                                                                                                                                                          |   |   | 1,171 |   |   | 28,181 |   |
|     Depreciation                    and amortization                                                                                                                                                                                                                                                                                                                                                                                                 |   |   | 65,451 |   |   | 65,448 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |   |   |
| TOTAL                    OPERATING EXPENSES                                                                                                                                                                                                                                                                                                                                                                                                                              |   |   | 672,078 |   |   | 1,241,651 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |   |   |
| INCOME                    (LOSS) FROM OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   | (545,047 | ) |   | (903,574 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |   |   |
| OTHER                    INCOME (EXPENSE):                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |   |
|     Interest,                    net                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   | (169,817 | ) |   | (157,829 | ) |
|     Other                    income, net                                                                                                                                                                                                                                                                                                                                                                                                             |   |   | 11,464 |   |   | 2,104 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |  |   |   |  |   |
| TOTAL                    OTHER INCOME (EXPENSE)                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   | (158,353 | ) |   | (155,725 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |   |   |
| NET                    INCOME (LOSS) BEFORE INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   | (703,400 | ) |   | (1,059,299 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |   |   |
| PROVISION                    FOR INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   | - |   |   | - |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |   |   |
| NET                    INCOME (LOSS)                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | $ | (703,400 | ) | $ | (1,059,299 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |   |   |
| NET                    INCOME (LOSS)                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |   |   |
| PER                    COMMON SHARE                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |   |   |   |   |   |   |
| -basic                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   | $ | (0.05 | ) | $ | (0.07 | ) |
| -diluted                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | $ | (0.05 | ) | $ | (0.07 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |   |   |
| WEIGHTED                    AVERAGE COMMON                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |   |
| SHARES                    OUTSTANDING                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |   |   |   |   |
| -basic                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   | 14,945,007 |   |   | 14,192,676 |   |
| -diluted                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   | 14,945,007 |   |   | 14,192,676 |   |

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CASH FLOWS

|                                                                                 |   |   |  Three                    Months Ended                    March 31, |   |
|--------------------------------------------------------------------------------------|--------|--------|--------------------------------------------------------------------------|--------|
|                                                                                 |   |   | 2006                                                                     |   |   | 2005 |   |
| CASH                    FLOWS FROM OPERATING ACTIVITIES:                             |   |   |                                                                     |   |   |   |   |
| Net                    loss                                                          |   | $      | (703,400                                                                 | )      | $ | (1,059,299 | ) |
| Adjustments                    to reconcile net loss to net cash                     |   |   |                                                                     |   |   |   |   |
| provided                    by (used in) operations:                                 |   |   |                                                                     |   |   |   |   |
|    Stock,                    options and warrants issued for services |   |   | 101,357                                                                  |   |   | 6,844 |   |
|    Amortization                    and depreciation                   |   |   | 65,451                                                                   |   |   | 65,448 |   |
|    Stock                    issued for settlement cost                |   |   | -                                                                        |   |   | 37,500 |   |
|    Change                    in allowance for discounts and returns   |   |   | (246                                                                     | )      |   | - |   |
|    Change                    in allowance for excess inventory        |   |   | 50,000                                                                   |   |   | - |   |
|    Amortization                    of debt discount                   |   |   | 85,417                                                                   |   |   | 76,251 |   |
|    Amortization                    of deferred debt issuance costs    |   |   | 57,432                                                                   |   |   | 51,267 |   |
| Changes                    in assets and liabilities:                                |   |   |                                                                     |   |   |   |   |
|    Accounts                    receivable                             |   |   | 99,783                                                                   |   |   | (16,173 | ) |
|    Inventory                                                          |   |   | 17,285                                                                   |   |   | (49,671 | ) |
|    Other                    current assets                            |   |   | 159,724                                                                  |   |   | 82,031 |   |
|    Accounts                    payable                                |   |   | (628                                                                     | )      |   | (4,597 | ) |
|    Accrued                    expenses                                |   |   | (23,442                                                                  | )      |   | (75,536 | ) |
| NET                    CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES               |   |   | (91,267                                                                  | )      |   | (885,935 | ) |
|                                                                                 |   |   |                                                                     |   |   |   |   |
| FINANCING                    ACTIVITIES:                                             |   |   |                                                                     |   |   |   |   |
| Payments                    on short-term note and capital leases                    |   |   | (5,805                                                                   | )      |   | (5,399 | ) |
| NET                    CASH (USED IN) FINANCING ACTIVITIES                           |   |   | (5,805                                                                   | )      |   | (5,399 | ) |
|                                                                                 |   |   |                                                                     |   |   |   |   |
| NET                    DECREASE IN CASH                                              |   |   | (97,072                                                                  | )      |   | (891,334 | ) |
|                                                                                 |   |   |                                                                     |   |   |   |   |
| CASH                    AND CASH EQUIVALENTS - beginning of period                   |   |   | 148,037                                                                  |   |   | 1,332,424 |   |
| CASH                    AND CASH EQUIVALENTS - end of period                         |   | $      | 50,965                                                                   |   | $ | 441,090 |   |
|                                                                                 |   |   |                                                                     |   |   |   |   |
| SUPPLEMENTAL                    DISCLOSURE OF CASH FLOW INFORMATION:                 |   |   |                                                                     |   |   |   |   |
| Cash                    paid during the period for interest                          |   | $      | 26,973                                                                   |   | $ | 34,595 |   |
|                                                                                 |   |   |                                                                     |   |   |   |   |
| NON-CASH                    ACTIVITY:                                                |   |   |                                                                     |   |   |   |   |
| Conversion                    of accounts payable to a short term note payable       |   | $      | -                                                                        |   | $ | 22,875 |   |
| Reduction                    of accounts payable through the issuance of             |   |   |                                                                     |   |   |   |   |
|  common                    stock                                                |   | $      | 55,000                                                                   |   | $ | - |   |
| Warrants                    issued in connection with a services agreeement          |   |   |                                                                     |   |   |   |   |
|  increasing                    other current assets and common stock            |   | $      | -                                                                        |   | $ | 18,985 |   |
|   Conversion                  of debentures into common stock              |   | $      | 120,000                                                             |   | $ | - |   |

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Financial        Statements

**Note        1**

**Note        2**

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**Note        3**

| The                  following table reflects proforma supplemental financial information                  related to stock-based employee compensation, for the three months                  ended                  March 31, 2005: |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                  |   |   |   |   |
| Net                  loss, as reported                                                                                                                                                                                                |   | $ | (1,059,299 | ) |
| Additional                  stock-based employee compensation costs that would                                                                                                                                                        |   |   |   |   |
| have                  been included in the determination of net loss if the fair                  value                                                                                                                               |   |   |   |   |
| method                  (SFAS No. 123R) had been applied to all awards in 2005                                                                                                                                                        |   |   | (40,068 | ) |
| Pro                  forma net loss, as if the fair value method had                                                                                                                                                                  |   |   |  |   |
| been                  applied to all awards                                                                                                                                                                                           |   | $ | (1,099,367 | ) |
| Net                  loss per common share, as reported                                                                                                                                                                               |   |   |   |   |
| -basic                                                                                                                                                                                                                                |   | $ | (0.07 | ) |
| -diluted                                                                                                                                                                                                                              |   | $ | (0.07 | ) |
| Pro                  forma net loss per common share, as if the fair                                                                                                                                                                  |   |   |   |   |
| value                  method had been applied to all awards in 2005                                                                                                                                                                  |   |   |   |   |
| -basic                                                                                                                                                                                                                                |   | $ | (0.08 | ) |
| -diluted                                                                                                                                                                                                                              |   | $ | (0.08 | ) |
|                                                                                                                                                                                                                                  |   |   |   |   |
|                                                                                                                                                                                                                                  |   |   |   |   |
|                                                                                                                                                                                                                                  |   |   |   |   |

**Note        4:**
** **
** **

**Note        5: **

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**Item        2. Management’s Discussion and Analysis of Financial Condition        and Results of Operations**

**Forward-Looking        Statements and Associated Risks**

*THIS        QUARTERLY REPORT ON FORM 10-QSB 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, 2005, 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**

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**Results        of Operations for the First Quarter of 2006 Compared to the First Quarter        of        2005**

**Inflation        and Currency Fluctuation **

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**Cash        and Sources of Liquidity **

**Item        3. Controls and Procedures**

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**PART        II - OTHER INFORMATION**

**Item        1.**
**        Legal Proceedings**

**Item        2.**
**        Unregistered Sales of Equity Securities and Use of        Proceeds**

**Item        6. **
**Exhibits**

| Exhibit                      |  Description                                                                                                 |
|---------------------------------------------|-------------------------------------------------------------------------------------------------------------------|
| Number                                      |                                                                                                              |
| 31.1                                   | Certifications                  of CEO pursuant to Section 302 of the                  Sarbanes-Oxley Act         |
| 31.2                                   | Certifications                  of CFO pursuant to Section 302 of the                  Sarbanes-Oxley Act         |
| 32                                     | Certifications                  of CEO and CFO pursuant to Section 906 of                  the Sarbanes-Oxley Act |

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**SIGNATURES**

|                          |   | SINOFRESH                  HEALTHCARE, INC.                                                                       |
|-------------------------------|--------|-------------------------------------------------------------------------------------------------------------------|
| May                  12, 2006 |   | By                                                                                                                |  /s/Charles                A. Fust |
|                          |   | Chairman                  of the Board and Chief Executive Officer (principal executive                  officer) |
|                          |   |                                                                                                              |
|                          |   |                                                                                                              |
| May                  12, 2006 |   | By                                                                                                                |  /s/Scott                M. Klein |
|                          |   | Chief                  Financial Officer (principal accounting                  officer)                          |

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