U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                   Form 10-QSB

|X|      QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934

                For the quarterly period ended September 30, 2003

|_|      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

      For the transition period from January 1, 2003 to September 30, 2003

                         Commission file number 0-49764

                           SinoFresh HealthCare, Inc.
        (Exact name of small business issuer as specified in its charter)

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

                              516 Paul Morris Drive
                            Englewood, Florida 34223
                    (Address of principal executive offices)

                                  941-681-3100
                           (Issuer's telephone number)

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

Yes |X| No |_|

The  number of shares  outstanding  of each of the  issuer's  classes  of common
equity as of September 30, 2003:

Common Stock, $.0001 Par Value 10,768,490 shares

Transitional Small Business Disclosure Format (check one):

Yes |_| No |X|


<PAGE>

Table of Contents

                            SINOFRESH HEALTHCARE INC.

<TABLE>
<CAPTION>
Index                                                                                                    Page
-----                                                                                                    ----

Part I.  Financial Information
<S>                                                                                                     <C>
         Item 1.  Financial Statements

                  Condensed consolidated balance sheet - September 30, 2003 (Unaudited) and
                  December 31, 2002                                                                      2

                  Unaudited condensed consolidated income statements - Three - and Nine-months ended
                  September 30, 2003 and 2002                                                            3

                  Unaudited condensed consolidated statements of cash flows Nine-months ended
                  September 30, 2003 and 2002                                                            4

                  Notes to unaudited condensed consolidated financial statements                         5

         Item 2.  Management's Discussion and Analysis of Financial Position and Results of
                  Operations                                                                             7

         Item 3.  Controls and Procedures                                                                10

Part II. Other Information                                                                               11

         Item 2.  Changes in Securities                                                                  11

         Item 4.  Submission of Matters to a note of Security Holders                                    12

         Item 6.  Exhibits and Reports on Form 8-K                                                       12

Signatures                                                                                               14

Certifications
</TABLE>



<PAGE>


Part I Financial Information

                            SINOFRESH HEALTCARE, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                       September 30, 2003 (unaudited) and
                                December 31, 2002

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                            September 30,    December 31,
                                                                                                2003             2002
                                                                                            -----------       -----------
                                                                                            (Unaudited)        (Audited)
CURRENT ASSETS:
<S>                                                                                         <C>               <C>
   Cash                                                                                     $ 1,013,062       $   245,685
   Accounts receivable, net of allowances                                                       173,274            18,144
   Inventory                                                                                    287,521            93,645
   Other current assets                                                                          98,691            11,935
                                                                                            -----------       -----------
TOTAL CURRENT ASSETS                                                                          1,572,548           369,409


FURNITURE AND EQUIPMENT, NET                                                                    138,074            25,875

PATENTS, NET                                                                                  2,807,700         2,985,300

GOODWILL                                                                                      2,409,401         2,336,796

OTHER ASSETS                                                                                     14,308            20,675
                                                                                            -----------       -----------
                                                                                            $ 6,942,031       $ 5,738,055
                                                                                            ===========       ===========

                                              LIABILITES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Notes payable                                                                            $   338,000       $        --
   Accounts payable and accrued expenses                                                        837,381           482,690
    Deferred revenue                                                                            293,366            17,678
    Current portion of long term debt                                                           293,075           443,367
                                                                                            -----------       -----------
   TOTAL CURRENT LIABILITIES                                                                $ 1,761,822       $   943,735
                                                                                            -----------       -----------

Long-term debt, net of current maturities                                                        86,389            78,977
                                                                                            -----------       -----------
TOTAL LIABILITIES                                                                             1,848,211         1,022,712

COMMITMENTS AND CONTINGENCIES                                                                        --

STOCKHOLDERS' EQUITY:
   Common stock, no par value;  500,000,000 shares authorized;  4,000,000 shares
   issued and  outstanding  and 6,768,490  shares issuable at December 31, 2002;
   13,228,023 shares issued and outstanding at September 30, 2003                                (1,084)            2,154
   Preferred Stock, no par value; 200,000,000 shares authorized
   Series A Convertible, Voting; 858,170 shares authorized; 808,170 and 858,170
   shares issued and outstanding at December 31, 2002 and September 30, 2003                  1,716,339         1,616,339
   Series B Convertible, Voting; 1,500,000 shares authorized, issued and outstanding          3,000,000         3,000,000
   Series C Convertible, Voting; 1,250,000 shares authorized; 337,500 shares issued
   and outstanding at December 31, 2002 and 1,218,711 shares issued and outstanding
   at September 30, 2003                                                                      2,266,141           608,712
   Common stock warrants, net of deferred consulting and compensation fees of $285,261        1,631,603
   Accumulated deficit                                                                       (2,867,179)         (511,862)
                                                                                            -----------       -----------
                                                                                              5,745,820         4,715,343
   Warrant subscriptions receivable                                                            (652,000)               --
                                                                                            -----------       -----------
TOTAL STOCKHOLDERS' EQUITY                                                                    5,093,820         4,715,343
                                                                                            -----------       -----------
                                                                                            $ 6,942,031       $ 5,738,055
                                                                                            ===========       ===========
</TABLE>


See notes to condensed consolidated financial statements.


                                       2
<PAGE>




                           SINOFRESH HEALTHCARE, INC.
           CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (unaudited)


<TABLE>
<CAPTION>
                                                                      (Predecessor                               (Predecessor
                                                                        Company)                                   Company)
                                               Three Months           Three Months           Nine Months          Nine Months
                                                  Ended                  Ended                  Ended                Ended
                                            September 30, 2003     September 30, 2002     September 30, 2003   September 30, 2002
                                            -------------------    -------------------    -------------------    --------------
<S>                                                 <C>                   <C>                  <C>                    <C>
REVENUE                                             687,442               73,833               1,054,167              141,694

COST OF REVENUE                                     178,724                3,421                 271,516               35,422
                                            -------------------    -------------------    -------------------    --------------

GROSS PROFIT                                        508,178               70,412                 782,651              106,272

OPERATING EXPENSES
   General and administrative expenses              835,035              213,586               2,047,145              661,254
   Marketing expenses                               429,421               19,341                 742,303              274,630
   Research and development expenses                 73,939                   --                 129,874                3,896
                                            -------------------    -------------------    -------------------    --------------

TOTAL OPERATING COSTS AND EXPENSES                1,338,395              232,927               2,919,322              939,780
                                            -------------------    -------------------    -------------------    --------------

LOSS FROM OPERATIONS                              (829,677)            (162,515)             (2,136,671)            (833,508)

OTHER INCOME (EXPENSES);
   Interest expense                                (23,136)                                     (65,134)
   Other income (expense)                         (153,922)             (12,014)               (153,512)             (34,002)
                                            -------------------    -------------------    -------------------    --------------

TOTAL OTHER INCOME (EXPENSE)                      (177,059)             (12,014)               (218,646)             (34,002)
                                            -------------------    -------------------    -------------------    --------------

NET LOSS                                    $   (1,006,736)        $   (174,529)          $  (2,355,317)         $  (867,510)
                                            ===================    ===================    ===================    ==============

NET LOSS PER COMMON SHARE
   -basic                                   $        (0.09)        $      (0.02)          $       (0.21)         $     (0.08)
                                            ===================    ===================    ===================    ==============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
   -basic                                        11,356,639           11,356,639              10,996,694           10,996,694
                                            ===================    ===================    ===================    ==============
</TABLE>


See notes to condensed consolidated financial statements.



                                       3
<PAGE>

                           SINOFRESH HEALTHCARE, INC.
           CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)



<TABLE>
<CAPTION>
                                                                                                          (Predecessor Company)
                                                                              Nine Months Ended             Nine Months Ended
                                                                              September 30, 2003           September 30, 2002
                                                                            -----------------------    ------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                         <C>                        <C>
     Net loss                                                               $     (2,355,317)           $      (867,510)

     Adjustments to reconcile net loss to net cash used in operations:
         Amortization and depreciation                                               187,796                     35,459
         Stock and options issued for services                                        70,294
         Options issued as loan fees                                                   5,360
         Stock issued as settlement cost                                             100,000
         Bad debt expense                                                             14,000

     Changes in assets and liabilities net of effects from acquisition:
         Accounts receivable                                                        (169,130)                    (7,843)
         Inventory                                                                  (193,875)                    34,557
         Other current assets                                                        (86,757)                    20,375
         Other assets                                                                (66,238)                   (47,228)
         Accounts payable and accrued expenses                                       396,687                     69,557
         Deferred revenue                                                            275,688                     12,565
                                                                            -----------------------    ------------------------
NET CASH USED IN OPERATING ACTIVITIES                                             (1,821,312)                  (750,068)

Investing activities:
     Payments for purchases of property and equipment                               (116,961)                   (13,465)
                                                                            -----------------------    ------------------------

NET CASH USED IN INVESTING ACTIVIES                                                 (116,961)                   (13,465)

FINANCING ACTIVITIES:
     Proceeds from issuance of stock                                               2,561,380                    678,886
     Proceeds from long-term debt                                                    392,463                    104,096
     Repayment of long-term debt                                                    (248,193)                        --
                                                                            -----------------------    ------------------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                          2,705,650                    782,982

NET DECREASE IN CASH                                                                 767,377                     19,449

CASH - beginning of period                                                           245,685                     48,544
                                                                            -----------------------    ------------------------

CASH - end of period                                                        $      1,013,062           $         67,993
                                                                            =======================    ========================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

     Cash paid during the period for interest                               $        138,807           $             --
                                                                            =======================    ========================

</TABLE>


See notes to condensed consolidated financial statements


                                       4
<PAGE>

                           SinoFresh HealthCare, Inc.
         Notes to Unaudited Condensed Consolidated Financial Statements

Note 1. Basis of Presentation

         The   accompanying   unaudited   financial   statements   of  SinoFresh
HealthCare, Inc. (the "Company") have been prepared in accordance with generally
accepted  accounting  principles  and the rules and  regulations  of the  United
States  Securities and Exchange  Commission for interim  financial  information.
Accordingly,  they do not include all of the information and footnotes necessary
for a comprehensive presentation of financial position and results of operation.

         The Company's  business is subject to various  risks and  uncertainties
and the  Company's  ability to continue,  as a going concern is dependant on its
ability to market  and  distribute  its  products  and  utilize  the  technology
underlying its patents. All of these activities are capital intensive and, since
the Company just  commenced  its national  marketing  campaign,  it has assessed
these risks as of December 31, 2002 and  September  30, 2003.  While the Company
has a working capital deficit at September 30, 2003 of $189,274,  incurred a net
loss of $2,355,317  and has consumed  $1,821,312  of cash in operations  for the
nine months then ended,  Management  believes  that these risks are mitigated by
the growth in revenues and the recent capital funding. The rate of the Company's
future  growth and success  will be  dependant  on its  ability to generate  the
necessary  resources  through  product  sales  or  otherwise.  The  accompanying
statements do not include any adjustments that might be necessary if the Company
is unable to generate these revenues and continue as a going concern.

         In the opinion of  management,  all  adjustments,  consisting of normal
recurring  adjustments,  have  been made in the  September  30,  2003  financial
statements, which are necessary for a fair financial statement presentation. The
results for the three and nine months ended  September 30, 2003 and 2002 are not
necessarily indicative of financial information for the full year.

         For  further  information,   refer  to  the  financial  statements  and
footnotes  included in the Company's  Current Report on Form 8-K/A as filed with
the  Securities  and  Exchange  Commission  for the  period  October 15 (date of
inception) to December 31, 2002.

Note 2:  Merger

On  September  8,  2003,  (the  "Merger  Date")   SinoFresh   Healthcare,   Inc.
("Company");  SinoFresh  Acquisition  Corp.  ("Acquisition");   SinoFresh  Corp.
("SinoFresh"), formerly known as e-Book Network, Inc., and the sole director and
majority shareholder of SinoFresh entered into a Merger Agreement.  In addition,
SinoFresh  amended its Articles of Incorporation  authorizing the issuance of up
to 700,000,000  shares of no par value capital stock,  consisting of 500,000,000
shares of common stock and 200,000,000  shares of preferred  stock.  The amended
Articles  also  designated  858,170  shares of the  preferred  stock as Series A
Preferred Stock with each share convertible into one common share and possessing
one vote. In addition,  1,500,000  shares of the preferred stock were designated
as Series B Preferred Stock with each share  convertible  into two common shares
and  possessing  two votes.  Another  1,250,000  shares of  preferred  stock was
designated  as Series C  Preferred  Stock with each share  convertible  into two
common shares and possessing two votes.

The amended  Articles  stipulate  that the Company will  register  approximately
2,915,340  shares of common stock with the Securities  and Exchange  Commission.
Series A and Series C Preferred shareholders will have the right to register 70%
of their common shares obtained upon conversion.

Under the Merger Agreement,  SinoFresh  acquired all of the outstanding  capital
stock of the Company consisting of 21,536,980 shares of Common Stock;  1,716,399
shares of Series A Preferred Stock; 6,000,000 shares of Series B Preferred Stock
and  4,874,843  shares of Series C Preferred  Stock in exchange  for  10,768,490
shares of SinoFresh Common Stock; 858,170 shares of SinoFresh Series A Preferred
Stock;  1,500,000  shares of SinoFresh  Series B Preferred  Stock and  1,218,711
shares of SinoFresh  Series C Preferred Stock. In connection with the Agreement,
the sole  director  and  majority  shareholder  of  SinoFresh  agreed  to tender
19,616,667 shares in SinoFresh back to SinoFresh for  cancellation.  In addition
the Company exchanged options to purchase 3,000,000 common shares and


                                       5
<PAGE>


warrants to purchase  900,000  common shares for  SinoFresh  options to purchase
1,500,000  common  shares and  SinoFresh  warrants  to purchase  450,000  common
shares.

All share and per share data in the accompanying  financial  statements has been
retroactively changed to reflect this transaction.

Subsequent  to the merger,  Acquisition,  which  changed  its name to  SinoFresh
Corporation,  remains the operating  subsidiary of the Company. The shareholders
of the Company  obtained  approximately  81% of the common stock and  additional
voting control by virtue of the voting rights of the preferred stock,  providing
a total  voting  interest of 91%.  Since the Company  also  obtained  management
control,  the  merger  transaction  was  treated  as a  recapitalization  of the
Company,  with the Company as the acquirer for  financial  accounting  purposes.
Accordingly the shareholders of SinoFresh were deemed to be issued approximately
2,483,000 common shares.  The balance sheet subsequent to the merger consists of
the  balance  sheet of both  companies  at the  merger  date and the  operations
reflect  the  historical  operations  of the  Company,  and  the  operations  of
SinoFresh from the Merger Date.

Note 3:  Shareholders' Equity

In July 2003 the Company issued 50,000 Series A preferred shares as a settlement
and  recorded a  settlement  expense of $100,000  based on the recent  $2.00 per
share valuation.

In July, the Company also granted  warrants to purchase 250,000 common shares at
an exercise  price of $1.00 to an  investment-banking  firm for  consulting  and
placement  costs.  The warrants were valued at $.058 using the fair value method
of SFAS 123  resulting  in a charge to statement  paid-in  capital of $2,320 and
consulting expense of $26,680.

On July 31, 2003, the Company entered into a Settlement  Agreement with a former
employee and  shareholder in a predecessor  company to resolve  certain  alleged
claims. Under the Agreement, the Company agreed to pay $56,000 in the aggregate,
$16,000 upon execution and $2,000 per month for twenty months  thereafter and to
issue   50,000   shares   of   Series   A   Preferred   Stock   to  the   former
employee/shareholder. In exchange the former employee/shareholder agreed to drop
all claims  against the Company and return all shares  previously  issued in the
Company, its predecessor and affiliated companies.  At June 30, 2003 the balance
due was $38,000.  The Company  recognized a settlement expense of $100,000 based
on the $2.00 per share value of the Series A Preferred Stock issued.

Effective  September  1, 2003,  the  Company  sold 5-year  callable  warrants to
purchase  1,333,333  shares of the Company's  common stock.  The investors  paid
$1.20 for each  warrant for a total of  $1,600,000.  As of  September  30, 2003,
there was $652,000 of subscriptions  receivable  related to these sales of which
$452,000 are represented by 60-day,  4% promissory  notes. The Company may call,
based upon a stipulated schedule, up to 25% of the warrants at one time, and may
require the holders to exercise 25% of their  warrants,  if the trading price of
the  Company's  stock  is  maintained  at or  above  a  level  of  $7.50  for 20
consecutive  days.  Upon  expiration of 90 days after such call, the Company may
again call and require  exercise  of another  25% based upon the same  criteria.
This  continues  until all warrants have been called.  The holder has 30 days to
exercise upon which if not exercised,  a designee or principal  stockholder  may
purchase  such  warrants  from the holder for $0.10 per warrant.  However,  such
calls are not permitted  unless the underlying  common stock has been registered
under  the  Securities  Act of 1933.  For one  investor  who  purchased  667,000
warrants for cash of $400,000 and a 60-day,  4%, $400,000  promissory  note, the
warrant life is one year. If no warrants are exercised  prior to August 31, 2004
the Company  will cancel such  warrants  and issue to the  investor new warrants
exercisable at $0.001 per share or an aggregate of $667 for 667,000 shares.

On September 1, 2003, the Company granted  warrants to purchase 87,500 shares of
Common Stock to its Medical Advisory Board and other service  providers at $1.00
and $2.00 per share. These warrants were valued using SFAS 123 and resulted in a
total value of $28,875, which will be recognized over a twelve month period.

The Company  also  granted  options on  1,500,000  common  shares to  employees,
officers  and  directors  of the  Company  and to a  limited  liability  company
controlled by two officers of the Company  exercisable  at $1.00 at September 1,
2003.  Those  options  were valued under APB 25 and resulted in a total value of
$300,000, which will be recognized over periods of up to three years.



                                       6
<PAGE>

 Item 2. Management's Discussion and Analysis of Financial Condition or Plan
         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 I -
ITEM 1 -  DESCRIPTION  OF  BUSINESS  - RISK  FACTORS"  AND  "PART  II - ITEM 6 -
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS" CONTAINED IN THE
COMPANY'S FORM 10-KSB FOR THE 45 DAY TRANSITION  PERIOD ENDED DECEMBER 31, 2002,
AS FILED WITH THE SECURITIES AND EXCHANGE  COMMISSION.  UNLESS  REQUIRED BY LAW,
THE COMPANY  UNDERTAKES  NO OBLIGATION  TO UPDATE  PUBLICLY ANY  FORWARD-LOOKING
STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
INVESTORS  SHOULD REVIEW THIS QUARTERLY REPORT IN COMBINATION WITH THE COMPANY'S
ANNUAL REPORT ON FORM 10-KSB IN ORDER TO HAVE A MORE COMPLETE  UNDERSTANDING  OF
THE PRINCIPAL RISKS ASSOCIATED WITH AN INVESTMENT IN THE COMPANY'S STOCK.


Overview

         SinoFresh  HealthCare,  Inc. produces,  markets,  sells and distributes
SinoFresh(R)products  in  North  America,  Central  and  South  America  and the
Caribbean. SinoFresh(R)Nasal & Sinus Care and SinoFresh(R)Oral & Throat Care are
US Food and Drug Administration  (FDA) registered products specially  formulated
to cleanse  and  freshen  the nose,  throat and sinus  cavities  by killing  and
washing away the bacteria colonizing in these membranes. Molds and bacteria have
been  scientifically  proven  to  be  at  the  root  cause  of  many  sinus  and
asthma-related conditions in mammals.

         Test marketing of the Nasal & Sinus Care product commenced in a limited
test area, mainly southwest Florida, in June 2002 and culminated in the national
launch of that  product in  October  2003 when the  company  began  shipping  to
national retail drug and food chain stores, principally Walgreen's, Eckerd, CVS,
Rite Aid  pharmacies  and  Publix  supermarkets.  SinoFresh  Nasal & Sinus  Care
retails for approximately  $15.95 for a 1-fluid ounce bottle. Test marketing for
the  Company's  reformulated  SinoFresh  Oral & Throat Care brand is expected to
begin in the fourth quarter of 2003, and the product is expected to reach retail
store shelves at national  drug and food chain stores in 2004.  The retail price
for the Oral product has not been established.

         SinoFresh  products have been formulated to provide  symptomatic relief
for chronic sinusitis and other sinus-related  conditions.  According to figures
published by the Center for Disease Control (CDC) over 37 million  Americans are
affected by chronic  sinusitis.  The formulations of SinoFresh  products include
..05%  Cetylpyridinium  chloride (CPC),  the active  ingredient,  aromatics,  and
carriers  that kill bacteria on contact.  According to reports  published by the
FDA,  CPC has a  50-year  history  of  safety  and  efficacy,  and is an  active
ingredient in many popular items such as toothpaste and mouthwash.

         The company's  strategy is to expand the number of on-label  claims for
its products by  conducting  safety and  efficacy  studies in  conjunction  with
leading institutions and research institutes designed to advance the science. In
this  regard,  the  Company  is  currently  conducting  two  safety  studies  in
collaboration  with the  Silverstein  Institute of Sarasota,  and one validation
study in collaboration with the University Of Pennsylvania  School Of Dentistry.
The


                                       7
<PAGE>

results  of  these  studies  are  expected  to  lead  to an  application  for an
investigative  new drug (IND) with the FDA, and  ultimately  to an NDA (new drug
application)  that would set the Company  apart in  relationship  to its product
claims.

         Company shares are traded on the Over-the-Counter-Bulletin  Board under
the symbol, SFSH.


Results of Operations

         Revenues for the quarter ended  September 30, 2003 amounted to $687,442
as compared to $73,833 in the predecessor company for the period ended September
30, 2002. Revenues for the nine months ended September 30, 2003 were $1,054,167,
or an  increase of  $912,473(743.97%)  over  revenues  of $141,964  for the same
period in the predecessor  company.  These significant  increases,  amounting to
$613,609 and $912,473, respectively, resulted from the commencement of alpha and
beta testing in southwest Florida of the Company's two products in 2003. For the
ten years prior to 2003, the Company and its predecessor had focused its efforts
almost  exclusively on the research and  development  work that gave rise to its
patented and patent-pending formulations, and two commercial products, SinoFresh
Nasal & Sinus Care and SinoFresh Oral & Throat Care.

         Gross profits for the quarter and the nine-month period ended September
30, 2003 were  $508,718 (or 74.1%) and $782,651 (or 80.1%),  compared to $70,412
(or 75%) and  $106,272  (or 76%) for the  corresponding  period  in 2002.  These
margins  are the result of the  favorable  costs of the  ingredients  in the end
product and to efficient production methods.

         In 2003, the Company  invested  significantly in building the SinoFresh
brand and in  infrastructure.  Management  believes  that  spending in these two
categories  will pay significant  dividends to the Company and its  shareholders
over the next several years in the form of sales and profits,  as well as in the
quality of its management team. Marketing  expenditures for the quarter and nine
months ended  September 30, 2003 were $429,421 and  $742,303,  respectively,  in
comparison  to  $19,341  and  $274,630  for the  corresponding  periods in 2002.
Marketing  expenditures for the quarter and nine months  represented  32.08% and
25.43% of total General and  Administrative  (G&A)  spending for the quarter and
nine  months  ended  September  30,  2003 as  compared to 8.3% and 29.22% in the
predecessor  company for the same  periods in 2002.  The  increase in  marketing
expenditures  of $410,000  and  $468,000  for the quarter and nine month  period
ended  September  30,  2003 over the  corresponding  periods in the  predecessor
company in 2002 reflect in great part spending  related to the national  product
launch  in the  second  quarter  of 2003 the  marketing  and  promotional  costs
associated  with  branding the  SinoFresh  name.  G&A  expenses,  consisting  of
executive salaries, employee wages, rent and occupancy costs, communications and
other expenses related to the operations amounted to $835,035 and $2,047,145 for
the quarter and nine month period,  respectively,  ended September 30, 2003. G&A
expenses  for  the  corresponding  period  in the  predecessor  company  in 2002
amounted  to $213,586  and  $661,254.  The  significant  increase  (390% for the
quarter and 310% for the nine month  periods) in absolute  dollars for 2003 over
2002 reflect several factors, among them: an increase in the number of personnel
and executive  management,  employee benefits costs, higher legal and regulatory
expenses resulting directly to the company's becoming listed on the OTC Bulletin
Board, advertising,  capital expenditures for new office equipment, the one time
cost associated with the company's  relocation from Venice to its new offices in
Englewood, Florida and the cost and expense of building an infrastructure as the
basis for future growth. G & A also reflects certain other costs associated with
the  relocation  of the  company's  offices,  certain  one-time  legal and audit
expenses  associated  with "going public",  certain  write-downs and write-offs,
settlement  costs,  and consulting  and other expenses  related to the company's
fund-raising efforts in 2003.

         Research and development are the lifeblood of our company. Expenditures
in this  category  reflect  the cost  associated  with basic  research,  product
development,   clinical  testing,  and  the  costs  associated  with  regulatory
compliance, patent applications and maintenance, trademark registration, product
enhancement  and the  development  of new products  related and unrelated to our
current  product line. For the quarter and nine months ended September 30, 2003;
the company's R&D expenditures amounted to $73,939 and $129, 874,  respectively.
R&D  expenditures are expected to increase  significantly  over the next several
years,  both in  absolute  terms  and as a  percentage  of all  spending.  These
increases  are  reflective  of the  company's  commitment  to  market  only  the
best-in-breed,  to advance  the science of  Rhinology,  and to stay ahead of the
competition in its field and on the leading edge in the science.


                                       8
<PAGE>

         For the quarter and nine months ended  September 30, 2003,  the company
reported  operating  losses of $1 million and $2.4 million and overall losses of
$1.05 million and $2.6 million, respectively, compared to losses of $175,000 and
$868,000 in the predecessor company for the corresponding periods in 2002.

         Losses per common  share were $0.09 and $0.21 for the  quarter  and the
nine month period ended  September 30, 2003, as compared with $0.02 and $0.08 in
the predecessor company for the corresponding periods in 2002.

         At the end of the nine-month  period on September 30, 2003, the company
had total assets of $6.9 million (unaudited), compared to $5.7 million (audited)
at December 31, 2002.

         At September 30, 2003 and December 31, 2002,  current  liabilities were
$1.8 million and $943,000,  respectively.  Long-term  debt at September 30, 2003
was $86,000,  compared to $80,000 at the end of December 2002. And stockholders'
equity  amounted to $5.1 million at the end of  September as compared  with $4.7
million at December  31,  2002.  Cash  increased  by $767,000  from  $246,000 at
December  31,  2002 to more than $1  million at  September  30,  2003;  accounts
receivable increase by $155,000 to $173,000 at the end of the nine month period,
inventory  increase  $194,000,  from $94,000 on December 31, 2002 to $288,000 at
September  30, 2003.  Overall,  current  liabilities  increased by $818,000 from
$944,000 at December  31,  2002 to $1.77  million at  September  30,  2003.  The
greatest  increases  in this  category  were Note  Payable,  which  increased by
$338,000 and trade accounts payable, which increased by $355,000,  from $483,000
to $837,000.  At the same time, the current  portion of long term debt decreased
by $150,000  from  $443,000 on December 31, 2002 to  $$293,000 on September  30,
2003.

         At  September  30, 2003  long-term  debt was $86,000,  a modest  $7,000
increase from $79,000 at December 31, 2002.

         Shareholder   equity  increased  by  $3.5  million  with  approximately
$3,000,000  from  equity  financings  and  approximately   $500,000  from  other
primarily non-cash stock transactions, but these increases were partially offset
by  operating  losses of $2.4  million,  leaving a balance  of $5.1  million  at
September 30, 2003, up $378,000 from $4.7 million at December 31, 2002.


Inflation And Currency Fluctuation

         Inflation and currency  fluctuations have not previously had a material
impact upon the results of  operations  and are not  expected to have a material
impact in the near future.


Cash and Sources of Liquidity

         The Company  historically has satisfied its operating cash requirements
primarily through cash flow from operations,  from borrowings and from trade and
equity financings.  At September 30, 2003, the company had $1 million in cash on
hand, $173,000 in accounts receivable,  and $652,000 in subscriptions receivable
from equity financings.

         The  Company  has been in  discussion  with  banks and other  financial
institutions during the period, and expects that it will be able to secure short
term,  asset-based  financing under favorable and acceptable terms in the coming
months.  Any such  financing  will  more  than  likely be  secured  by  accounts
receivable and inventories on hand.

         The Company is also continuing to explore  opportunities  for long-term
debt and equity  financing.  Funds received from these  financings,  if and when
available, will be used as working capital to finance the growth of the Company,
and to provide  financing  for the clinical  trials and new product  development
management contemplates.



                                       9
<PAGE>

Item 3. Controls and Procedures

         The  Company's  Chief  Executive  Officer and Chief  Financial  Officer
evaluated the Company's disclosure controls and procedures within 90 days of the
filing date of this quarterly report.  Based upon the evaluation,  the Company's
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure  controls and  procedures  are  effective in ensuring  that  material
information  required to be  disclosed  is included in the reports that it files
with the Securities and Exchange Commission.

         There were no significant  changes in the Company's  internal  controls
or, to the  knowledge of the  management  of the Company,  in other factors that
could significantly affect internal controls subsequent to the evaluation date.





                                       10

<PAGE>


                           PART II - OTHER INFORMATION


ITEM 2. CHANGES IN SECURITIES.

(b) On  September  8,  2003,  the  board  of  directors  and a  majority  of the
shareholders  of the  Registrant  (i)  approved an  amendment to the Articles of
Incorporation of the Registrant pursuant to which, among other things, Series A,
Series B and Series C preferred shares were authorized (the "Preferred Shares"),
and (ii) issued certain shares of the Preferred Shares. Registered shares of the
common stock of the Registrant have been materially  limited or qualified by the
issuance of the Preferred Shares by virtue of the liquidation  preference of the
Preferred  Shares.  The liquidation  preference of the Preferred Shares provides
that  common  stock   shareholders  of  the  Registrant   shall  not  receive  a
distribution  (either  as to  dividends,  or upon  liquidation,  dissolution  or
winding up) unless the Series A,  Series B and Series C  preferred  shareholders
shall have first received $2.00 per share.

(c)
<TABLE>
<CAPTION>
---------- ------------ ------------ --------------------- ----------------- ----------------- --------------------
                                                           TRANSACTION         SECTION/RULE
                                                           DESCRIPTION/TYPE    UNDER WHICH          TERMS OF
                                                           AND AMOUNT           REGISTRANT        CONVERSION OR
                                                               OF                CLAIMED           EXERCISE OF
  DATE        TITLE       AMOUNT             NAME          CONSIDERATION        EXEMPTION          SECURITIES
---------- ------------ ------------ --------------------- ----------------- ----------------- --------------------
<S>        <C>          <C>          <C>               <C>
9/1/03     Options      360,000      Employees             Services          4(2)              $1.00 strike price
---------- ------------ ------------ --------------------- ----------------- ----------------- --------------------
7/03       Warrant      120,000      Bristol Partners      Services          4(2)              $1.00 exercise
                                                                                               price
---------- ------------ ------------ --------------------- ----------------- ----------------- --------------------
7/03       Warrant      230,000      SinoFresh             Services          4(2)              $1.00 exercise
                                     Management, LLC                                           price
---------- ------------ ------------ --------------------- ----------------- ----------------- --------------------
6/03       Warrant      50,000       D&J Properties        Financing         4(2)              $1.00 exercise
                                                                                               price
---------- ------------ ------------ --------------------- ----------------- ----------------- --------------------
6/03       Warrant      50,000       D&J Properties        Financing         4(2)              $5.00 exercise
                                                                                               price
---------- ------------ ------------ --------------------- ----------------- ----------------- --------------------
9/03       Warrant      87,500       Medical     Advisory  Services          4(2)              $1.00 - $2.00
                                     Board                                                     exercise price
---------- ------------ ------------ --------------------- ----------------- ----------------- --------------------
7/03       Common       11,900       Eric P. Littman       Services          11 U.S.C.ss.1145  N/A
           stock
---------- ------------ ------------ --------------------- ----------------- ----------------- --------------------
7/03       Common       11,900       Dennis Sturm          Services          11 U.S.C.ss.1145  N/A
           stock
---------- ------------ ------------ --------------------- ----------------- ----------------- --------------------
9/1/03     Options      50,000       Steve Bannon          Services          4(2)              $1.00 strike price
---------- ------------ ------------ --------------------- ----------------- ----------------- --------------------
9/1/03     Options      200,000      Michael Stampar       Services          4(2)              $1.00 strike price
---------- ------------ ------------ --------------------- ----------------- ----------------- --------------------
9/1/03     Options      890,000      SinoFresh             Services          4(2)              $1.00 strike price
                                     Management, LLC
---------- ------------ ------------ --------------------- ----------------- ----------------- --------------------
</TABLE>



                                       11
<PAGE>



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

<TABLE>
<CAPTION>
----------------------- --------------------- -------------------- --------------------- --------------------
DATE OF MEETING         TYPE OF MEETING       NAME OF EACH         DESCRIPTION OF        VOTES CAST FOR
                                              DIRECTOR ELECTED     MEETING               MATTERS PRESENTED
                                              AT MEETING                                 AT MEETING
----------------------- --------------------- -------------------- --------------------- --------------------
<S>                     <C>                   <C>                  <C>                   <C>
9/8/03                  Special               Charles Fust;        Authorizing merger    Approved by a
                                              P. Robert DuPont;    with SinoFresh        Majority of the
                                              David Otto;          HealthCare, Inc., a   shareholders of
                                              Steve Bannon;        Delaware              the Registrant.
                                              Stacey Maloney.      corporation;
                                                                   appointing new
                                                                   board of directors.
----------------------- --------------------- -------------------- --------------------- --------------------
9/8/03                  Special               N/A                  Adopting amendment    Approved by a
                                                                   to Articles of        Majority of the
                                                                   Incorporation (i)     shareholders of
                                                                   increasing            the Registrant.
                                                                   authorized common
                                                                   stock to
                                                                   500,000,000, (ii)
                                                                   increasing
                                                                   authorized
                                                                   preferred stock to
                                                                   200,000,000, and
                                                                   (iii) designating
                                                                   terms of Series A,
                                                                   B and C preferred
                                                                   shares.
----------------------- --------------------- -------------------- --------------------- --------------------
</TABLE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.


(a) Exhibits.

<TABLE>
<CAPTION>
-------------- ----------------------------------------------------------- ----------------------------------
   Exhibit                         Title of Document                             Location of Document
-------------- ----------------------------------------------------------- ----------------------------------
<S>            <C>
     3.1       Articles of Incorporation                                   Articles of Incorporation
                                                                           (incorporated by reference from
                                                                           Registration Statement on Form
                                                                           10- SB filed with the Securities
                                                                           and Exchange Commission under
                                                                           File No. 0-49764)
-------------- ----------------------------------------------------------- ----------------------------------
     3.2       Bylaws                                                      Articles of Incorporation
                                                                           (incorporated by reference from
                                                                           Registration Statement on Form
                                                                           10- SB filed with the Securities
                                                                           and Exchange Commission under
                                                                           File No. 0-49764)
-------------- ----------------------------------------------------------- ----------------------------------
     3.3       Articles of Amendment to the Articles of Incorporation                  Attached
-------------- ----------------------------------------------------------- ----------------------------------
     4.1       Common Stock Registration Rights Agreement with SinoFresh               Attached
               Shareholders
-------------- ----------------------------------------------------------- ----------------------------------
     4.2       Common Stock Registration Rights Agreement with D&J                     Attached
               Properties
-------------- ----------------------------------------------------------- ----------------------------------
</TABLE>


                                       12
<PAGE>

<TABLE>
<CAPTION>
-------------- ----------------------------------------------------------- ----------------------------------
   Exhibit                         Title of Document                             Location of Document
-------------- ----------------------------------------------------------- ----------------------------------
<S>            <C>
     4.3       Articles of Amendment to the Articles of Incorporation               See Exhibit 3.3
-------------- ----------------------------------------------------------- ----------------------------------
    10.1       Contract Manufacturing Agreement with AccuMed, Inc.                     Attached
-------------- ----------------------------------------------------------- ----------------------------------
    10.2       Contract with Bristol Investment Group, Inc.                            Attached
-------------- ----------------------------------------------------------- ----------------------------------
    10.3       Employment Agreement with Charles Fust                                  Attached
-------------- ----------------------------------------------------------- ----------------------------------
    10.4       Employment Agreement with Stacey Maloney                                Attached
-------------- ----------------------------------------------------------- ----------------------------------
    10.5       Development, Right of First Refusal and Acquisition                     Attached
               Agreement with SinoFresh Research Laboratories, LLC
-------------- ----------------------------------------------------------- ----------------------------------
    10.6       Investment Banking Services Agreement with Sargon                       Attached
               Capital, Inc.
-------------- ----------------------------------------------------------- ----------------------------------
    10.7       Financial Consulting Services Agreement with Sargon                     Attached
               Capital, Inc.
-------------- ----------------------------------------------------------- ----------------------------------
    10.8       Contract with National In-Store, Inc.                                   Attached
-------------- ----------------------------------------------------------- ----------------------------------
    10.9       National In-Store Marketing, Inc., Sales and Broker                     Attached
               Contract
-------------- ----------------------------------------------------------- ----------------------------------
    10.10      Contract with One Source                                                Attached
-------------- ----------------------------------------------------------- ----------------------------------
    10.11      Accounts Receivable Financing Agreement with Alliance                   Attached
               Financial Capital, Inc.
-------------- ----------------------------------------------------------- ----------------------------------
    10.12      Contract with Rubenstein Communications, Inc.                           Attached
-------------- ----------------------------------------------------------- ----------------------------------
     21        Subsidiaries of the Small Issuer                                        Attached
-------------- ----------------------------------------------------------- ----------------------------------
    31.1       Certifications of Chief Executive Officer Pursuant to                   Attached
               Section 302 of the Sarbanes-Oxley Act of 2002
-------------- ----------------------------------------------------------- ----------------------------------
    31.2       Certifications of Chief Financial Officer Pursuant to                   Attached
               Section 302 of the Sarbanes-Oxley Act of 2002
-------------- ----------------------------------------------------------- ----------------------------------
     32        Certifications of Chief Executive Officer and Chief                     Attached
               Financial Officer Pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002
-------------- ----------------------------------------------------------- ----------------------------------
    99.1       2002 Stock Option Plan                                                  Attached
-------------- ----------------------------------------------------------- ----------------------------------
</TABLE>

(b) Reports on Form 8-K.

During the period ended  September  30, 2003,  the Company  filed the  following
reports on Form 8-K:

<TABLE>
<CAPTION>
-------------------------------------------------------- ----------------------------------------------------
Date of Event Reported                                   Items Reported
-------------------------------------------------------- ----------------------------------------------------
<S>                                                      <C>
September 23, 2003                                       1, 2 and 7
-------------------------------------------------------- ----------------------------------------------------
November 14, 2003 (8-K/A)                                7
-------------------------------------------------------- ----------------------------------------------------
</TABLE>

ITEMS 3 AND 5 ARE NOT APPLICABLE AND HAVE BEEN OMITTED.



                                       13
<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.





                           SINOFRESH HEALTHCARE, INC.

November 14, 2003          By    /s/ Charles A. Fust
                                 -----------------------------------------------
                                 Charles A. Fust, Chief Executive Officer


November 14, 2003          By    /s/ Steves Rodriquez
                                 -----------------------------------------------
                                 Steves Rodriquez, Chief Financial Officer



                                       14