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

----

**Table      of Contents**

**SINOFRESH      HEALTHCARE, INC.**

| **Index**                   |                                                                                                                                                                                  | **Page** |
|-----------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------|
|                        |                                                                                                                                                                                  |     |
| **Part                I.**  | **Financial                Information**                                                                                                                                              |     |
|                        | Item                1. Financial                Statements                                                                                                                       |     |
|                        |                                                                                                                                                                                  |     |
|                        |     Condensed                Consolidated Balance Sheet as of March 31, 2007                (unaudited)                                                           | 3        |
|                        |                                                                                                                                                                                  |     |
|                        |     Condensed                Consolidated Statements of Operations - for the three months ended                March                31, 2007 and 2006 (unaudited) | 4        |
|                        |                                                                                                                                                                                  |     |
|                        |     Condensed                Consolidated Statements of Cash Flows for the three months ended                March 31,                2007 and 2006 (unaudited)   | 5        |
|                        |                                                                                                                                                                                  |     |
|                        |     Notes                to Unaudited Condensed Consolidated Financial Statements                                                                                 | 6        |
|                        |                                                                                                                                                                                  |     |
|                        | Item                2. Management’s                Discussion and Analysis of Financial Condition and Results of                Operations                                 | 9        |
|                        |                                                                                                                                                                                  |     |
|                        | Item                3. Controls                and Procedures                                                                                                                    | 11       |
|                        |                                                                                                                                                                                  |     |
| **Part                II.** | **Other                Information**                                                                                                                                                  | 12       |
|                        | Item                1. Legal                Proceedings                                                                                                                          | 12       |
|                        | Item                2. Unregistered                Sales of Equity Securities and Use of Proceeds                                                                                | 12       |
|                        | Item                3. Defaults on Senior Securities                                                                                                                                  | 12       |
|                        | Item                6a. Exhibits                                                                                                                                                 | 13       |
|                        | Item                6b. Reports on Form 8-K                                                                                                                                           | 14       |
|                        |                                                                                                                                                                                  |     |
| **Signatures**              |                                                                                                                                                                                  | 15       |

----

| **PART                I - FINANCIAL STATEMENTS** |   |   |
|--------------------------------------------------|--------|--------|
| **Item                1. Financial Statements**  |   |   |

|                SINOFRESH                HEALTHCARE, INC.                                                                                         |   |                              |        |
|-------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------|-------------|
|  CONDENSED                CONSOLIDATED BALANCE SHEET                                                                                             |   |                              |        |
|                                                                                                                                                  |   |                              |        |
|                                                                                                                                                  |   | **March                31, 2007** |        |
|                                                                                                                                                  |   |                              | (Unaudited) |   |
| ASSETS                                                                                                                                                |   |                              |        |   |
| CURRENT                ASSETS:                                                                                                                        |   |                              |        |   |
|   Cash                and cash                equivalents                                                                                   |   | $                                 | 69,751      |   |
|   Accounts                receivable, net of allowances of $59,426                                                                          |   |                              | 24,778      |   |
|   Inventory,                net                                                                                                             |   |                              | 1,147       |   |
|   Other                current                assets                                                                                        |   |                              | 79,188      |   |
| TOTAL                CURRENT ASSETS                                                                                                                   |   |                              | 174,864     |   |
|                                                                                                                                                  |   |                              |        |   |
| FURNITURE                AND EQUIPMENT, NET                                                                                                           |   |                              | 40,382      |   |
| PATENTS,                NET                                                                                                                           |   |                              | 2,000,016   |   |
| OTHER                ASSETS                                                                                                                           |   |                              | 6,418       |   |
| TOTAL                ASSETS                                                                                                                           |   | $                                 | 2,221,680   |   |
|                                                                                                                                                  |   |                              |        |   |
| LIABILITIES                AND STOCKHOLDERS’ EQUITY                                                                                             |   |                              |        |   |
| CURRENT                LIABILITIES:                                                                                                                   |   |                              |        |   |
|   Current                portion of                capital leases                                                                           |   | $                                 | 23,544      |   |
|   Short                term note                payable and advances                                                                        |   |                              | 295,000     |   |
|   Convertible                debentures                                                                                                     |   |                              | 1,560,000   |   |
|   Accounts                payable                                                                                                           |   |                              | 1,419,038   |   |
|   Accrued                expenses                                                                                                           |   |                              | 1,464,831   |   |
| TOTAL                CURRENT LIABILITIES                                                                                                              |   |                              | 4,762,413   |   |
|                                                                                                                                                  |   |                              |        |   |
| CAPITAL                LEASES, NET OF CURRENT MATURITIES                                                                                              |   |                              | 8,219       |   |
| TOTAL                LIABILITIES                                                                                                                      |   |                              | 4,770,632   |   |
|                                                                                                                                                  |   |                              |        |   |
| COMMITMENTS                AND CONTINGENCIES                                                                                                          |   |                              |        |   |
|                                                                                                                                                  |   |                              |        |   |
| STOCKHOLDERS’                EQUITY (DEFICIT):                                                                                                  |   |                              |        |   |
|   Common                stock, no                par value; 500,000,000 shares authorized; 16,902,055 shares                                |   |                              |        |   |
|     issued                and outstanding                                                                                         |   |                              | 6,769,995   |   |
|   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,                778,752                |   |                              |        |   |
|       shares                issued and                outstanding                                                       |   |                              | 1,557,503   |   |
|     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;                824,500              |   |                              |        |   |
|       shares                issued and                outstanding                                                       |   |                              | 1,479,838   |   |
|   Accumulated                deficit                                                                                                        |   |                              | (15,212,993 | ) |
|   Deferred                stock-based compensation                                                                                          |   |                              | (143,295    | ) |
| TOTAL                STOCKHOLDERS’ DEFICIT                                                                                                      |   |                              | (2,548,952  | ) |
| TOTAL                LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                            |   | $                                 | 2,221,680   |   |
|                                                                                                                                                  |   |                              |        |   |
| See                notes to condensed consolidated financial statements.                                                                              |   |                              |        |   |

----

| SINOFRESH                  HEALTHCARE, INC.                                             |       |                                                    |       |       |       |
|-----------------------------------------------------------------------------------------|------------|---------------------------------------------------------|------------|------------|------------|
| CONDENSED                  CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)            |       |                                                    |       |       |       |
|                                                                                    |       |                                                    |       |       |       |
|                                                                                    |       |  **Three                  Months Ended March 31,** | ** ** |
|                                                                                    | ** ** | ** **                                              | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                                                              | ** ** | ** **                                              | **2007**   | ** ** | ** ** | **2006** |   |
|                                                                                    |       |                                                    |       |       |       |   |   |
| REVENUE,                  net                                                           |       | $                                                       | 189,516    |       | $          | 371,153 |   |
|                                                                                    |       |                                                    |       |       |       |   |   |
| COST                  OF REVENUE                                                        |       |                                                    | 61,255     |       |       | 244,122 |   |
|                                                                                    |       |                                                    |       |       |       |   |   |
| GROSS                  PROFIT                                                           |       |                                                    | 128,261    |       |       | 127,031 |   |
|                                                                                    |       |                                                    |       |       |       |   |   |
| OPERATING                  EXPENSES                                                     |       |                                                    |       |       |       |   |   |
|   Salaries                  and other                  compensation expense   |       |                                                    | 182,304    |       |       | 267,309 |   |
|   Professional                  fees                                          |       |                                                    | 192,166    |       |       | 193,638 |   |
|   Other                  general and                  administrative expenses |       |                                                    | 81,197     |       |       | 98,865 |   |
|   Marketing                  and                  advertising expenses        |       |                                                    | -          |       |       | 45,644 |   |
|   Research                  and                  development expenses         |       |                                                    | -          |       |       | 1,171 |   |
|   Depreciation                  and                  amortization             |       |                                                    | 65,450     |       |       | 65,451 |   |
|                                                                                    |       |                                                    |       |       |       |   |   |
| TOTAL                  OPERATING EXPENSES                                               |       |                                                    | 521,117    |       |       | 672,078 |   |
|                                                                                    |       |                                                    |       |       |       |   |   |
| LOSS                  FROM OPERATIONS                                                   |       |                                                    | (392,856   | )          |       | (545,047 | ) |
|                                                                                    |       |                                                    |       |       |       |   |   |
| OTHER                  INCOME (EXPENSE):                                                |       |                                                    |       |       |       |   |   |
|   Interest,                  net                                              |       |                                                    | (86,146    | )          |       | (169,817 | ) |
|   Other                  income,                  net                         |       |                                                    | 50,005     |       |       | 11,464 |   |
|                                                                                    |       |                                                    |       |       |       |   |   |
| TOTAL                  OTHER INCOME (EXPENSE), NET                                      |       |                                                    | (36,141    | )          |       | (158,353 | ) |
|                                                                                    |       |                                                    |       |       |       |   |   |
|   NET                  LOSS BEFORE                  INCOME TAXES              |       |                                                    | (428,997   | )          |       | (703,400 | ) |
|                                                                                    |       |                                                    |       |       |       |   |   |
| PROVISION                  FOR INCOME TAXES                                             |       |                                                    | -          |       |       | - |   |
|                                                                                    |       |                                                    |       |       |       |   |   |
| NET                  LOSS                                                               |       | $                                                       | (428,997   | )          | $          | (703,400 | ) |
|                                                                                    |       |                                                    |       |       |       |   |   |
| NET                  LOSS PER COMMON SHARE                                              |       |                                                    |       |       |       |   |   |
| -basic                                                                                  |       | $                                                       | (0.03      | )          | $          | (0.05 | ) |
| -diluted                                                                                |       | $                                                       | (0.03      | )          | $          | (0.05 | ) |
|                                                                                    |       |                                                    |       |       |       |   |   |
| WEIGHTED                  AVERAGE COMMON                                                |       |                                                    |       |       |       |   |   |
|   SHARES                  OUTSTANDING                                         |       |                                                    |       |       |       |   |   |
| -basic                                                                                  |       |                                                    | 16,581,777 |       |       | 14,945,007 |   |
| -diluted                                                                                |       |                                                    | 16,581,777 |       |       | 14,945,007 |   |
|                                                                                    |       |                                                    |       |       |       |   |   |
| See                  notes to condensed consolidated financial statements.              |       |                                                    |       |       |       |   |   |

----

|  SINOFRESH                    HEALTHCARE, INC.                                  |       |       |       |       |       |                                                      |       |
|--------------------------------------------------------------------------------------|------------|------------|------------|------------|------------|-----------------------------------------------------------|------------|
|  CONDENSED                    CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) |       |       |       |       |       |                                                      |       |
|                                                                                 |       |       |       |       |       |                                                      |       |
|                                                                                 |       |       |       |       |       | **Three                    Months Ended March 31, ** | ** ** |
| ** **                                                                           | ** ** | ** ** | ** ** | ** ** | ** ** | **2007**                                                  | ** ** | ** ** | **2006** |   |
| CASH                    FLOWS FROM OPERATING ACTIVITIES:                             |       |       |       |       |       |                                                      |       |   |   |   |
| Net                    loss                                                          |       |       |       |       | $          | (428,997                                                  | )          | $ | (703,400 | ) |
| Adjustments                    to reconcile net loss to net cash                     |       |       |       |       |       |                                                      |       |   |   |   |
| used                    in operations:                                               |       |       |       |       |       |                                                      |       |   |   |   |
| Stock,                    options and warrants issued for services                   |       |       |       |       |       | 32,248                                                    |       |   | 101,357 |   |
| Amortization                    and depreciation                                     |       |       |       |       |       | 65,450                                                    |       |   | 65,451 |   |
| Warrants                    issued in connection with advances                       |       |       |       |       |       | 8,147                                                     |       |   | - |   |
| Change                    in allowance for discounts and returns                     |       |       |       |       |       | -                                                         |       |   | (246 | ) |
| Change                    in allowance for excess inventory                          |       |       |       |       |       | -                                                         |       |   | 50,000 |   |
| Amortization                    of debt discount                                     |       |       |       |       |       | -                                                         |       |   | 85,417 |   |
| Amortization                    of deferred debt issuance costs                      |       |       |       |       |       | -                                                         |       |   | 57,432 |   |
| Changes                    in assets and liabilities:                                |       |       |       |       |       |                                                      |       |   |   |   |
| Accounts                    receivable                                               |       |       |       |       |       | 134,387                                                   |       |   | 99,783 |   |
| Inventory                                                                            |       |       |       |       |       | 24,488                                                    |       |   | 17,285 |   |
| Other                    current assets                                              |       |       |       |       |       | (31,079                                                   | )          |   | 159,724 |   |
| Accounts                    payable                                                  |       |       |       |       |       | 39,219                                                    |       |   | (628 | ) |
| Accrued                    expenses                                                  |       |       |       |       |       | 36,028                                                    |       |   | (23,442 | ) |
| NET                    CASH USED IN OPERATING ACTIVITIES                             |       |       |       |       |       | (120,109                                                  | )          |   | (91,267 | ) |
|                                                                                 |       |       |       |       |       |                                                      |       |   |   |   |
| FINANCING                    ACTIVITIES:                                             |       |       |       |       |       |                                                      |       |   |   |   |
| Proceeds                    from short-term note payable and advances                |       |       |       |       |       | 195,000                                                   |       |   | - |   |
| Payments                    on short-term note and capital leases                    |       |       |       |       |       | (6,027                                                    | )          |   | (5,805 | ) |
| NET                    CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES               |       |       |       |       |       | 188,973                                                   |       |   | (5,805 | ) |
|                                                                                 |       |       |       |       |       |                                                      |       |   |   |   |
| NET                    INCREASE (DECREASE) IN CASH                                   |       |       |       |       |       | 68,864                                                    |       |   | (97,072 | ) |
|                                                                                 |       |       |       |       |       |                                                      |       |   |   |   |
| CASH                    AND CASH EQUIVALENTS - beginning of period                   |       |       |       |       |       | 887                                                       |       |   | 148,037 |   |
| CASH                    AND CASH EQUIVALENTS - end of period                         |       |       |       |       | $          | 69,751                                                    |       | $ | 50,965 |   |
|                                                                                 |       |       |       |       |       |                                                      |       |   |   |   |
| SUPPLEMENTAL                    DISCLOSURE OF CASH FLOW INFORMATION:                 |       |       |       |       |       |                                                      |       |   |   |   |
| Cash                    paid during the period for interest                          |       |       |       |       | $          | 12,694                                                    |       | $ | 26,973 |   |
|                                                                                 |       |       |       |       |       |                                                      |       |   |   |   |
| NON-CASH                    ACTIVITY:                                                |       |       |       |       |       |                                                      |       |   |   |   |
| Reduction                    of accounts payable through the issuance of             |       |       |       |       |       |                                                      |       |   |   |   |
| common                    stock                                                      |       |       |       |       | $          | -                                                         |       | $ | 55,000 |   |
| Reduction                    of accrued expenses through the issuance of             |       |       |       |       |       |                                                      |       |   |   |   |
| common                    stock                                                      |       |       |       |       | $          | 45,000                                                    |       | $ | - |   |
| Conversion                    of debentures into common stock                        |       |       |       |       | $          | -                                                         |       | $ | 120,000 |   |
|                                                                                 |       |       |       |       |       |                                                      |       |   |   |   |
| See                    notes to condensed consolidated financial statements.         |       |       |       |       |       |                                                      |       |   |   |   |

----

**Note      1**

----

**Note      2**

**Note      3**

**Note      4**

----

**Note      5:**
** **
** **

**Note      6:**
** **

----

**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, 2006, 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**

----

**Results      of Operations for the First Quarter of 2007 Compared to the First Quarter of      2006**

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**Inflation      and Currency Fluctuation **

**Cash      and Sources of Liquidity **

**Item      3. Controls and Procedures**

----

**PART      II - OTHER INFORMATION**

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

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

**Item      3. Defaults on Senior Securities**

----

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

| **Number**             | **Description**                                                                                                                                                                                                                               |
|-----------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1                    | Merger                Agreement dated September 8, 2003 (1)                                                                                                                                                                                   |
| 3.1                    | Articles                of Incorporation (2)                                                                                                                                                                                                  |
| 3.1.1                  | Amendment                to Articles of Incorporation (3)                                                                                                                                                                                     |
| 3.2                    | Bylaws                (2)                                                                                                                                                                                                                     |
| 3.2.1                  | Amendment                to Bylaws(10)                                                                                                                                                                                                        |
| 4.1                    | Form                of Common Stock Registration Rights Agreement (3)                                                                                                                                                                         |
| 4.2                    | Common                Stock Registration Rights Agreement with D&J Properties                (3)                                                                                                                                          |
| 4.3                    | Registration                Rights Agreement with InvestLinc Equity Fund II, LP, InvestLinc                Emerging Growth Equity Fund I, LLC and The Invest Line Group,                Inc. dated November 15, 2002 (4)            |
| 4.4                    | Form                of 2003 Warrant Agreement issued to warrant investors for 1,333,970                warrants, dated September 8, 2003(4)                                                                                                   |
| 4.5                    | Cancelable                Warrant Agreement with Dave Macrae Trust dated September 1, 2003                (4)                                                                                                                                 |
| 4.6                    | 2004                Warrant Agreement with Dave Macrae Trust dated as of September 1,                2004                (4)                                                                                                                  |
| 4.7                    | Warrant                Certificate dated November 15, 2002 in favor of The InvestLinc Group                (4)                                                                                                                                |
| 4.8                    | Warrant                issued to BestBet Media Group, Inc., dated October 1, 2004                (6)                                                                                                                                          |
| 4.9                    | Warrant                issued to Reno Rolle, dated August 19, 2004. (6)                                                                                                                                                                       |
| 4.10                   | Warrant                issued to Ed McMahon, dated October 1, 2004. (6)                                                                                                                                                                       |
| 4.11                   | Registration                Rights Agreement with Reno Rolle, dated August 19, 2004. (6)                                                                                                                                                      |
| 4.12                   | Registration                Rights Agreement with BestBet Media Group, Inc., dated October 1,                2004.                (6)                                                                                                         |
| 4.13                   | Form                of Warrant issued to Debenture investors for a total of 1,663,645                shares                of common stock, dated December 6, 2004 (7)                                                                        |
| 4.14                   | Registration                Rights Agreement with Debenture investors, dated December 6, 2004.                (7)                                                                                                                             |
| 4.15                   | Warrant                issued to Bristol Investment Partners I, dated September 8,                2003(8)                                                                                                                                     |
| 4.16                   | Warrant                issued to Bristol Investment Partners I, dated September 8,                2003(8)                                                                                                                                     |
| 4.17                   | Warrant                issued to Bristol Investment Partners LP I, as of December 6,                2004(8)                                                                                                                                   |
| 4.18                   | Warrant                issued to Michael Gottlieb, dated January 5, 2005(8)                                                                                                                                                                   |
| 4.19                   | Warrant                issued to Michael Gottlieb, dated January 5, 2005(8)                                                                                                                                                                   |
| 4.20                   | Form                of Warrant issued to Medical Advisory Board(8)                                                                                                                                                                            |
| 4.22                   | Warrant                issued to D&J Properties, LLC, dated June 19, 2003(8)                                                                                                                                                              |
| 4.23                   | Warrant                issued to D&J Properties, LLC, dated June 19, 2003(8)                                                                                                                                                              |
| 4.24                   | Warrant                issued to David N. Macrae, dated as of September 1, 2003(8)                                                                                                                                                            |
| 4.25                   | Warrant                issued to Tim Kepler, dated as of November 7, 2003(8)                                                                                                                                                                  |
| 4.26                   | Form                of Debenture issued to Debenture investors, dated December 6, 2004                (7)                                                                                                                                     |
| 4.27                   | Warrant                issued to Adsouth Partners, Inc., dated February 24, 2005                (11)                                                                                                                                          |
| 4.28                   | Registration                Rights Agreement with Adsouth Partners, Inc., dated February 24,                2005                (11)                                                                                                          |
| 4.29                   | Non-qualified                Stock Option Agreement issued to Thomas Fitzgerald, dated May 31                2005                (12)                                                                                                         |
| 4.30                   | Non-qualified                Stock Option Agreement issued to W. Randolph Warner, dated November                7,                2005 (17)                                                                                                   |
| 4.31                   | Warrant                issued to CAM-Global, dated August 26, 2005 (13)                                                                                                                                                                       |
| 4.32                   | Non-qualified                Stock Option Agreement issued to Cynthia Dunn, dated August 30, 2005                (13)                                                                                                                         |
| 10.1                   | Contract                Manufacturing Agreement between SinoFresh HealthCare, Inc. and AccuMed,                Inc. (3)                                                                                                                       |
| 10.2                   | Agreement                with Bristol Investment Group, Inc. dated February 7, 2003                (3)                                                                                                                                        |
| 10.3                   | Employment                Agreement with Charles Fust dated December 1, 2002 (3)                                                                                                                                                              |
| 10.5                   | Proprietary                Development, Right of First Refusal and Acquisition Agreement with                SinoFresh Research Laboratories, LLC (3)                                                                                         |
| 10.8                   | National                In-Store Agreement dated November 21, 2002 (3)                                                                                                                                                                        |
| 10.9                   | National                In-Store Sales and Broker Agreement dated March 27, 2003 (3)                                                                                                                                                          |
| 10.10                  | Agreement                with David Farr dated October 9, 2003 (3)                                                                                                                                                                            |
| 10.11                  | Accounts                Receivable Financing Agreement with Alliance Financial Capital, Inc.                (3)                                                                                                                               |
| 10.12                  | Agreement                with Rubenstein Communications, Inc., dated March 18, 2003 (3)                                                                                                                                                       |
| 10.13                  | Lease                Agreement with DuPont & Fust Real Estate Ventures, LLC dated April 1,                2003 (9)                                                                                                                        |
| 10.14                  | Allonge                to Promissory Note dated February 1, 2001, in favor of Invest Linc                Equity                Fund II (4)                                                                                                    |
| 10.15                  | Allonge                to Promissory Note dated February 1, 2001, in favor of Invest                Linc Emerging                Growth Equity Fund I, LLC (4)                                                                           |
| 10.16                  | Assumption                Agreement dated November 15, 2002 in favor of Invest Linc                Equity Fund                II, Invest Linc Emerging Growth Equity Fund I, LLC (4)                                                     |
| 10.17                  | Consulting                Agreement with The Invest Linc Group, LLC dated November 15, 2002                (4)                                                                                                                                |
| 10.18                  | Stock                Purchase Agreement dated November 15, 2002 with Invest Linc Equity                Fund II,                Invest Linc Emerging Growth Equity Fund I, and The Invest Linc Group                (4)                   |
| 10.19                  | SinoFresh                HealthCare, Inc. 2002 Stock Option Plan (3)                                                                                                                                                                          |
| 10.19.1                | Form                of Non-Qualified Stock Option Agreement for 2002 Stock Option                Plan(10)                                                                                                                                     |
| 10.20                  | Agreement                with Moty Herman dated October 21, 2003 (4)                                                                                                                                                                          |
| 10.21                  | Agreement                between Charles Fust and Moty Herman dated October 22, 2003                (4)                                                                                                                                       |
| 10.22                  | Supplemental                Letter Agreement with Moty Herman dated October 28, 2003 (4)                                                                                                                                                      |
| 10.23                  | Letter                Agreement from Charles Fust dated April 12, 2003 re Moty Herman Agreements                (4)                                                                                                                           |
| 10.24                  | Teaming                Agreement with Lovelace Respiratory Research Institute, dated April                28,                2004 (5)                                                                                                         |
| 10.25                  | Securities                Purchase Agreement with Debenture investors, dated December 6, 2004                (7)                                                                                                                              |
| 10.26                  | Form                of Convertible Debenture issued to investors for total of $1,830,000,                dated December 6, 2004 (7)                                                                                                           |
| 10.27                  | Security                Agreement with Debenture investors, and Bushido Capital Partners,                L.P, as                agent, dated December 6, 2004 (7)                                                                             |
| 10.28                  | Subsidiary                Security Agreement between SinoFresh Corporation, Debenture investors                and                Bushido Capital Partners, L.P., as agent, dated December 6, 2004                (7)                         |
| 10.29                  | Intellectual                Property Security Agreement with Debenture investors, and Bushido                Capital                Partners, L.P., as agent, dated December 6, 2004 (7)                                                      |
| 10.30                  | Subsidiary                Intellectual Property Security Agreement between SinoFresh Corporation,                Debenture investors, and Bushido Capital Partners, L.P., as agent,                dated                December 6, 2004 (7)  |
| 10.31                  | Guaranty                Agreement by SinoFresh Corporation in favor of Debenture investors,                dated                December 6, 2004 (7)                                                                                          |
| 10.32                  | Strategic                Planning Services Agreement with David Macrae, dated September 5,                2003(8)                                                                                                                             |
| 10.33                  | Employment                Agreement for Scott M. Klein, dated March 28, 2005 as of and effective                November 1, 2004(10)                                                                                                          |
| 10.34                  | Form                of Non-Plan Option Agreement (10)                                                                                                                                                                                         |
| 10.35                  | Settlement                Agreement and Mutual Releases with various Plaintiffs in federal                lawsuit                (14)                                                                                                         |
| 10.36                  | Agreement                with the Law Firm of David B. Haber, P.A. (14)                                                                                                                                                                       |
| 10.37                  | Settlement                Agreement dated as of December 9, 2005 with Otto Law Group, PLLC                and David                Otto (15)                                                                                                  |
| 10.38                  | Consulting                Agreement with Dane Solomon (16)                                                                                                                                                                                    |
| 10.39                  | Consulting                Agreement with David Coloris (16)                                                                                                                                                                                   |
| 10.40                  | Legal                Services Agreement dated as of January 20, 2006 with Otto Law Group,                PLLC                and David Otto (16)                                                                                              |
| 16.1                   | Letter                from Salberg & Co. dated March 30, 2004 (10)                                                                                                                                                                        |
| 21.1                   | Subsidiaries                of the Registrant (10)                                                                                                                                                                                            |
| 31.1                   | Certification                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley                Act of 2002*                                                                                                             |
| 31.2                   | Certification                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley                Act of 2002*                                                                                                             |
| 32                     | Certifications                of Chief Executive Officer and Chief Financial Officer pursuant to                Section 906 of the Sarbanes-Oxley Act of 2002*                                                                           |

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**Item      6b. **
**Reports      on Form 8-K**

| **Date   **             | ** **                                                                                         |
|----------------------------------------|----------------------------------------------------------------------------------------------------|
| **Filed  **                  | Description                                                                                        |
| February                26, 2007  | Departure                of Directors and appointment of new Directors to the                Board |
| March              2, 2007             |  Departure              of Director and appointment of new Director to the              Board |

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**SIGNATURES**

|                        |   | **SINOFRESH                HEALTHCARE, INC.**                                                                                  |
|-----------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------|
| May                14, 2007 |   | By                                                                                                                             | /s/                Charles A. Fust |
|                        |   | Charles                A. Fust, Chairman of the Board and Chief Executive Officer (principal                executive officer) |
|                        |   |                                                                                                                           |
|                        |   |                                                                                                                           |
| May                14, 2007 |   | By                                                                                                                             | /s/                Scott M. Klein |
|                        |   | Scott                M. Klein, Chief Financial Officer (principal accounting                officer)                           |

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