U.S.
      Securities and Exchange Commission


Washington,
      D.C. 20549











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





For
      the
      quarterly period ended **September 30, 2007**








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.
                Employerincorporation
                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 |_|





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes
      |   |       No
      |X|





The
      number of shares outstanding of each of the issuer’s classes of common equity as
      of November 2, 2007:





Common
      Stock, No Par Value; 24,803,305 shares





-1-




**Table
      of Contents**








**SINOFRESH
      HEALTHCARE, INC.**








**Index**
            
            **Page****Part
                I.**
            **Financial
                Information**Item
                1. Financial
                StatementsCondensed
                Consolidated Balance Sheet as of September 30, 2007
                (unaudited)
            3Condensed
                Consolidated Statements of Operations for the three
                and nine months ended September 30, 2007 and 2006
                (unaudited)
            4Condensed
                Consolidated Statements of Cash Flows for the
                nine months ended September 30, 2007 and 2006
                (unaudited)
            5Notes
                to Unaudited Condensed Consolidated Financial
                Statements
            6Item
                2. Management’s
                Discussion and Analysis or Plan of
                Operations
            9Item
                3. Controls
                and Procedures
            12**Part
                II.**
            **Other
                Information**
            12Item
                1. Legal
                Proceedings
            12Item
                2. Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            12Item
                3. Defaults
                on Senior Securities
            12Item
                6.            Exhibits
            12**Signatures**
            
            13





-2-
 
  **Item
          1.** Financial
          Statements


SINOFRESH
                  HEALTHCARE, INC.CONDENSED
                  CONSOLIDATED BALANCE SHEET (unaudited)**September
                  30, 2007**ASSETSCURRENT
                  ASSETS:Cash
                  and cash equivalents
              
              $
              905Accounts
                  receivable, net of allowances of $47,426
              
              
              6,044Inventory,
                  net
              
              
              8,256Other
                  current assets
              
              
              61,016TOTAL
                  CURRENT ASSETS
              
              
              76,221FURNITURE
                  AND EQUIPMENT, NET
              
              
              24,866PATENTS,
                  NET
              
              
              1,884,632OTHER
                  ASSETS
              
              
              6,418TOTAL
                  ASSETS
              
              $
              1,992,137LIABILITIES
                  AND STOCKHOLDERS’ DEFICITCURRENT
                  LIABILITIES:Current
                  portion of capital leases
              
              $
              20,196Short-term
                  note payable and advances
              
              
              285,000Convertible
                  debentures, net of unamortized debt discounts
              
              
              705,000Accounts
                  payable (including amounts due to related parties of
                  $79,383)
              
              
              1,530,842Accrued
                  expenses (including amounts due to related parties of
                  $92,146)
              
              
              1,057,272Deposit
                  on sale on licensing and distribution rights
              
              
              1,229,997TOTAL
                  CURRENT LIABILITIES
              
              
              4,828,307COMMITMENTS
                  AND CONTINGENCIES
              
              
              -STOCKHOLDERS’
                  EQUITY:Common
                  stock, no par value; 500,000,000 shares authorized; 20,113,305
                  sharesissued
                  and outstanding
              
              
              7,066,266Common
                  stock issuable 4,083,750 shares
              
              
              200,850Preferred
                  stock, no par value; $2 liquidation value per share 200,000,000
                  shares
                  authorized:Series
                  A convertible preferred stock, voting; 858,170 shares authorized,
                  772,502shares
                  issued and outstanding
              
              
              1,545,003Series
                  B convertible preferred stock, voting; 1,500,000 shares authorized,
                  issuedand
                  outstanding
              
              
              3,000,000Series
                  C convertible preferred stock, voting; 1,250,000 shares authorized;
                  799,500 sharesissued
                  and outstanding
              
              
              1,434,967Accumulated
                  deficit
              
              
              (15,995,249
              )Deferred
                  stock-based compensation
              
              
              (88,007
              )TOTAL
                  STOCKHOLDERS’ DEFICIT
              
              
              (2,836,170
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS' DEFICIT
              
              $
              1,992,137See
                  notes to condensed consolidated financial statements.




-3-




SINOFRESH
                    HEALTHCARE, INC.CONDENSED
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                    (unaudited)**Three
                    Months Ended September 30,**
                **Nine
                  Months Ended September 30,**
                ********
                ****
                **2007**
                ****
                ****
                **2006**
                ****
                ****
                **2007**
                ****
                ****
                **2006**REVENUE,
                    net
                
                $
                40,280
                
                
                $
                155,079
                
                
                $
                344,696
                
                
                $
                773,086COST
                    OF REVENUE
                
                
                16,924
                
                
                
                63,020
                
                
                $
                121,268
                
                
                $
                383,200GROSS
                    PROFIT
                
                
                23,356
                
                
                
                92,059
                
                
                
                223,428
                
                
                
                389,886OPERATING
                    EXPENSESSalaries
                    and other compensation expense
                
                
                119,918
                
                
                
                205,402
                
                
                
                459,903
                
                
                
                729,501Professional
                    fees
                
                
                48,915
                
                
                
                46,176
                
                
                
                317,487
                
                
                
                305,081Other
                    general and administrative expenses
                
                
                76,969
                
                
                
                79,699
                
                
                
                250,451
                
                
                
                307,040Marketing
                    and advertising expenses
                
                
                -
                
                
                
                2,278
                
                
                
                -
                
                
                
                54,357Research
                    and development expenses
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                1,172Depreciation
                    and amortization
                
                
                65,450
                
                
                
                65,450
                
                
                
                196,350
                
                
                
                196,351TOTAL
                    OPERATING EXPENSES
                
                
                311,252
                
                
                
                399,005
                
                
                
                1,224,191
                
                
                
                1,593,502LOSS
                    FROM OPERATIONS
                
                
                (287,896
                )
                
                
                (306,946
                )
                
                
                (1,000,763
                )
                
                
                (1,203,616
                )OTHER
                    INCOME (EXPENSE):Interest,
                    net
                
                
                (94,322
                )
                
                
                (142,491
                )
                
                
                (261,073
                )
                
                
                (466,735
                )Other
                    income
                
                
                571
                
                
                
                -
                
                
                
                50,583
                
                
                
                11,464TOTAL
                    OTHER INCOME (EXPENSE), NET
                
                
                (93,751
                )
                
                
                (142,491
                )
                
                
                (210,490
                )
                
                
                (455,271
                )LOSS
                    BEFORE INCOME TAXES
                
                
                (381,647
                )
                
                
                (449,437
                )
                
                
                (1,211,253
                )
                
                
                (1,658,887
                )PROVISION
                    FOR INCOME TAXES
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -NET
                    LOSS
                
                $
                (381,647
                )
                
                $
                (449,437
                )
                
                $
                (1,211,253
                )
                
                $
                (1,658,887
                )NET
                    LOSS PER COMMON SHARE-basic
                    and diluted
                
                $
                (0.02
                )
                
                $
                (0.03
                )
                
                $
                (0.07
                )
                
                $
                (0.11
                )WEIGHTED
                    AVERAGE COMMONSHARES
                    OUTSTANDING-basic
                    and diluted
                
                
                19,580,696
                
                
                
                16,083,674
                
                
                
                17,850,617
                
                
                
                15,610,035See
                    notes to condensed consolidated financial statements.




-4-




SINOFRESH
                  HEALTHCARE, INC.CONDENSED
                  CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)**Nine
                  Months Ended**
              ****
              ****
              **Nine
                  Months Ended**
              ********
              ****
              **September
                  30, 2007**
              ****
              ****
              **September
                  30, 2006**CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  income (loss)
              
              $
              (1,211,253
              )
              
              $
              (1,658,887
              )Adjustments
                  to reconcile net income (loss) to net cashprovided
                  by (used in) operations:Stock,
                  options and warrants issued for services
              
              
              87,536
              
              
              
              201,358Amortization
                  and depreciation
              
              
              196,350
              
              
              
              196,351Stock
                  issued for as settlement cost
              
              
              3,900
              
              
              
              -Change
                  in allowance for discounts and returns
              
              
              -
              
              
              
              29,754Change
                  in allowance for excess inventory
              
              
              -
              
              
              
              50,000Amortization
                  of debt discount
              
              
              -
              
              
              
              220,973Amortization
                  of deferred debt issuance cost
              
              
              
              
              
              
              148,577Warrants
                  issued as discount on advances
              
              
              8,147
              
              
              
              -Changes
                  in assets and liabilities:Accounts
                  receivable
              
              
              153,121
              
              
              
              220,862Inventory
              
              
              17,379
              
              
              
              (3,125
              )Other
                  current assets
              
              
              (12,907
              )
              
              
              126,122Accounts
                  payable
              
              
              151,023
              
              
              
              83,575Accrued
                  expenses
              
              
              254,316
              
              
              
              162,121NET
                  CASH USED IN OPERATING ACTIVITIES
              
              
              (352,388
              )
              
              
              (222,319
              )FINANCING
                  ACTIVITIES:Proceeds
                  from short-term notes payable
              
              
              220,000
              
              
              
              100,000Proceeds
                  from common stock issuable
              
              
              150,000
              
              
              
              -Payments
                  on long-term debt and capital leases
              
              
              (17,594
              )
              
              
              (17,738
              )NET
                  CASH PROVIDED BY FINANCING ACTIVITIES
              
              
              352,406
              
              
              
              82,262NET
                  INCREASE (DECREASE) IN CASH
              
              
              18
              
              
              
              (140,057
              )CASH
                  AND CASH EQUIVALENTS - beginning of period
              
              
              887
              
              
              
              148,037CASH
                  AND CASH EQUIVALENTS - end of period
              
              $
              905
              
              
              $
              7,980SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATION:Cash
                  paid during the period for interest
              
              $
              19,821
              
              
              $
              58,611NON-CASH
                  ACTIVITY:Reduction
                  of accounts payable and accrued expenses through theissuance
                  of common stock.
              
              $
              670,847
              
              
              $
              231,446Deposit
                  on sale of licensing and distribution rights throughthe
                  issuance of common stock
              
              $
              1,229,997
              
              
              $
              -Conversion
                  of debentures into common stock
              
              $
              890,000
              
              
              $
              170,000See
                  notes to condensed consolidated financial statements.




-5-




SinoFresh
      HealthCare, Inc.


Notes
      to
      Unaudited Condensed Consolidated Financial Statements


September
      30, 2007








**Note
      1**. Basis of Presentation





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





The
      Company's ability to continue as a going concern is subject to uncertainty
      due
      to the Company’s history of losses, current default status on the repayment of
      debentures, limited financial resources and need for additional working capital
      to implement the Company's business plan.  Although the Company was
      able to secure an equity line that resulted in the settlement and payoff of
      the
      majority of its outstanding debentures, the Company still requires additional
      funding in order to repay its debentures and to market and distribute its
      products, exploit the technology underlying its patents, further develop
      existing and new products, and pay its other existing current
      liabilities.





On
      September 30, 2007, the Company had current assets of approximately $76,000
      (including cash and cash equivalents of approximately $900) and current
      liabilities of approximately $4,828,000.  As a result, the Company's
      current liquidity is extremely limited and the Company will require a
      significant amount of additional funding in order to meet its current working
      capital requirements, including repayment of its debentures.  In order
      to address these issues, the Company is seeking to raise additional funding
      through the issuance of debt and equity securities, joint ventures or other
      arrangements.  Although the Company believes that it will be able to
      obtain additional funding, there can be no assurance that the Company's efforts
      will be successful.  The accompanying statements do not include any
      adjustments that might be necessary if the Company were unable to continue
      as a
      going concern.





In
      the
      opinion of management, all adjustments, consisting of normal recurring
      adjustments, have been made in the September 30, 2007 and 2006 financial
      statements, which are necessary for a fair financial statement presentation.
      The
      results for the three and nine months ended September 30, 2007 and 2006 are
      not
      necessarily indicative of financial operations for the full year.





For
      further information, refer to the financial statements and footnotes included
      in
      the Company’s Annual Report on Form 10-KSB as filed with the Securities and
      Exchange Commission for the year ended December 31, 2006.





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the condensed consolidated
      financial statements and the reported amounts of revenues and expenses during
      the reporting period. Actual results could differ from those estimates. The
      Company's significant estimates and assumptions include, but are not limited
      to,
      uncertainties associated with potential future product returns, the
      uncollectibility of accounts and other receivables, inventory obsolescence,
      valuation of acquired assets for purposes of allocating the purchase price,
      including patents and goodwill, subsequent recoverability analysis, and
      estimated accruals relating to legal contingencies.




-6-




**Note
      2**. Notes Payable





On
      June
      9, 2006, the Company entered into an unsecured loan agreement with a
      non-affiliated third party in the amount of $100,000.  According to
      the loan provisions, the principal and interest totaling $120,000 was due on
      July 31, 2006.  The Company is currently in default on the repayment
      of this loan.





During
      the nine months ended September 30, 2007, the Company obtained financing in
      the
      total amount of $220,000 through the sale of 18-month Unsecured 10% Convertible
      Debentures.  The Debentures are convertible into common shares at
      prices ranging from $.04 to $.08 per share.  Total shares issuable
      pursuant to these Debentures are 4,387,500 shares. As of September 30, 2007,
      875,000 shares have been issued and the Company has received notices of
      conversion for 3,200,000 shares that were issued on November 2,
      2007.   Interest is payable annually in arrears in
      cash.  The Company reserved the right to require conversion of the
      Debentures and outstanding interest, at any time, if the closing bid price
      of
      the Company’s stock equals or exceeds $0.10 for a period of 20 consecutive
      trading days.  The Company also reserved the right to redeem the
      Debentures, in whole, at any time or times, on not less than thirteen (13)
      months after execution of the Agreement, upon payment of one hundred ten percent
      (110%) of the principal.





**Note
      3**. Shareholders’ Equity (Deficit)





During
      the first nine months of 2007, the holders of 6,250 shares of the Company's
      series A preferred stock converted these shares into 6,250 shares of the
      Company's common stock and the holders of 31,250 shares of the Company's series
      C preferred stock converted these shares into 62,500 shares of the Company's
      common stock.  In addition, 500,000 common shares were issued to
      satisfy $45,000 in accrued legal expenses and 30,000 common shares, valued
      at
      $3,900, were issued in order to resolve a legal matter.





During
      the first quarter 2007, the Company issued 100,000 warrants in connection with
      an advance funding arrangement.  The warrants are immediately
      exercisable into common shares at $0.09 per share and were valued at $8,147
      using the Black Scholes valuation method.  The warrants expire in five
      years.





In
      the
      third quarter of 2007, the holders of $35,000 of the 18-month Unsecured 10%
      Convertible Debentures converted their debentures into 875,000 shares of the
      Company's common stock. Additionally, the holders of $160,000 of the debentures
      gave notice of conversion for 3,200,000 shares of the company’s common stock
      that was issued in November 2007.





On
      May
      25, 2007 the Company entered into a Memorandum of Understanding (“MOU”) with an
      investment group (“Investors”) that provided for an equity investment of up to
      $5.0 million in exchange for 25,000,000 common shares of the Company. The
      Company received an initial investment of  $150,000 during the quarter
      ended June 30, 2007 in exchange for 750,000 common shares that are pending
      issuance as of September 30, 2007. The MOU further provided for specific
      allocations of the $5.0 million investment to be allocated for:





1.
            Settlement
                and retirement of outstanding convertible
                debentures.


2.
            Completion
                of the Phase II components of drug development for Antibiotic Resistant
                Staphylococcus Aureus (MRSA).


3.
            Sales
                and marketing budget.


4.
            Product
                manufacturing and operations for national
                distribution.


5.
            Settlement
                and payoff of unsecured debt.


6.
            Grant
                of three (3) board seats of a (5)-member board seat of the
                Company.





-7-




The
      MOU
      also allows the Investors to be granted a 50% interest in profits generated
      from
      all sales outside of North America, including but not limited to technology
      transfer fees, royalties, and licensing fees upon the Company’s receipt of the
      full $5. Further the Company will grant the Investors private licensing and
      distribution rights to sell the Company’s products in all territories outside of
      North America upon their infusion of the full $5 million
      investment.





In
      a
      second draw of the equity investment covered by the MOU to settle and retire
      the
      Company’s outstanding convertible debentures, the Company permitted the
      Investors to acquire certain convertible debentures issued by the Company having
      a face value of $1,255,000 plus accrued interest approximating $528,000,
      directly from third party debenture holders through a private sale on August
      24,
      2007. As part of this agreement, the Company and the Investors agreed to convert
      the debentures into shares of common stock at a rate of $0.20 per
      share.





On
      September 11, 2007 the Company entered into a Securities Purchase Agreement
      with
      the Investors for the issuance of 3,333,750 shares of the Company’s common stock
      via the conversion of certain convertible debentures, plus related accrued
      interest and penalties, issued by the Company having a face value of $855,000.
      As of September 30, 2007 the Investors have a remaining balance of convertible
      debentures with a face value of $400,000, plus previously accrued interest
      and
      penalties that, will entitle them to convert the debentures at $0.20 per
      share.





Upon
      the
      conversion of the debentures all rights, liabilities and obligations of the
      Company and the Investors under the debentures will be terminated.





The
      difference between the $0.04 conversion rate of the debentures converted plus
      accrued interest and penalties, and the $0.20 conversion rate agreed to in
      the
      MOU, has been treated as a deposit towards the sale of licensing and
      distribution rights. The deposit will be recognized as revenue upon the
      Company’s receipt of the full $5 million anticipated by the MOU and the transfer
      of the rights.








**Note
      4**. Stock-Based Compensation




Effective
      January 1, 2006, the Company has transitioned from Accounting Principles Board
      Opinion (APB) No. 25 "Accounting for Stock Issued to Employees," to Statement
      of
      Financial Accounting Standards No. 123R, "Accounting for Stock-Based
      Compensation", (SFAS No. 123R).  Using the prospective method under
      SFAS No. 123R, the Company recognized approximately $247,000 in the nine months
      ended September 30, 2006, of deferred stock-based compensation relating to
      the
      unamortized balance of options issued prior to 2006.




The
      Company recognized stock compensation expense related to previously issued
      employee stock options of approximately $88,000 and $152,000 for the nine months
      ended September 30, 2007 and 2006, respectively.




For
      the
      nine months ended September 30, 2006, the Company issued 200,000 shares as
      compensation to two consultants.  These shares had a market value of
      approximately $50,000 as of the date of issuance.  In addition,
      170,000 shares were issued for directors’ compensation totaling
      $42,500.




During
      the nine months ended September 30, 2006, the Company issued options to certain
      employees.  These options were valued using the Black Scholes
      computation method.  Based on this method, the Company increased
      deferred stock-based compensation by approximately $52,000, for the issuance
      of
      these options.  There have been no options issued to employees in
      2007.




The
      fair
      value of each stock option or warrant granted to non-employees is estimated
      on
      the measurement date using the fair value method of SFAS 123R.




**Note
        5:******Related Party Information




SinoFresh
      leases its facility at 516 Paul Morris Drive, Englewood, Florida, from Sta-Car
      Enterprises, LLC, which is controlled by Stacey Maloney-Fust, a former Director
      and spouse of Charles Fust, the Chairman and CEO.  The lease has a
      5-year term at a base rent of $5,998 per month (plus sales tax), effective
      April
      2003.  The lease provides for two additional five-year terms at the
      option of SinoFresh.   Rental expense for this facility was
      approximately $19,000 for each of the three months ended September 30, 2007
      and
      2006 and approximately $58,000 for each of the nine months ended September
      30,
      2007 and 2006.  As of September 30, 2007, the Company owed this entity
      approximately $79,000 for accrued rent.




The
      Otto
      Law Group, PLLC, Seattle, Washington, provides legal services to the
      Company.  A Principal of The Otto Law Group, PLLC, is a shareholder
      and a member of the Board of Directors of the Company.  During the
      three months ended September 30, 2007 and 2006, The Otto Law Group, PLLC billed
      the Company approximately $7,500 and $7,000, respectively and for legal fees
      and
      expenses.  Billings for the nine months ended September 30, 2007 and
      2006 were approximately $43,000 and $13,000, respectively. There was
      approximately $92,000 in outstanding fees payable to this firm as of September
      30, 2007.




-8-




**Item
      2. Management’s Discussion and Analysis 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 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**





SinoFresh
      HealthCare, Inc. (referred to herein as “SinoFresh”, “Company”, “we”, “our” or
“us”) is a pharmaceutical company engaged in the research, development and
      marketing of novel therapies to treat diseases and other conditions of the
      upper
      respiratory system.  Our revenues were derived primarily from the sale
      of SinoFreshTM Nasal and Sinus, through our existing distribution network in the
      United States.




The
      principal outlets for our products are national drug and food retailers,
      including Walgreens, CVS, Osco Drug, Publix Super Markets, Rite Aid, and Sav-on
      Drugs.




The
      Company initiated the New Drug Application (NDA) process for a therapeutic
      nasal
      spray based upon SinoFresh TM Nasal & Sinus
      Care.  The Company is seeking Food and Drug Administration (FDA)
      approval on its nasal spray for treatment of and/or reduction in the symptoms
      of
      certain diseases.  The Company held its initial meeting with the FDA
      in 2005 to discuss an Investigational New Drug Application (an “INDA”) for the
      nasal spray and will next seek to gain FDA approval of the required protocol
      prior to initiating clinical work.  Assuming that the safety and
      efficacy of the nasal spray are demonstrated in these clinical studies, the
      Company would seek FDA approval of the nasal spray under an NDA.  The
      Company anticipates that conducting the clinical trials and obtaining FDA
      approval for the nasal spray will require substantial resources (including
      additional capital) and may take several years.  There is no assurance
      that FDA will approve an NDA for the Company's therapeutic nasal spray or that
      the Company can obtain sufficient funding to underwrite the cost of obtaining
      FDA approval.




The
      Company currently outsources the manufacturing of its products to an FDA
      approved contract-manufacturing facility.




Our
      shares are traded on the
      Over-the-Counter-Bulletin Board under the symbol “SFSH.OB.”





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**Results
      of Operations for the Third Quarter of 2007 Compared to the Third Quarter of
      2006 and the Nine Months Ended September 30, 2007 Compared to the Nine Months
      Ended September 30, 2006.**




Revenues
      decreased $114,799 from $155,079 to $40,280 for the three months ended September
      30, 2006 and 2007, respectively and decreased $428,390 from $773,086 to $344,696
      for the nine months ended September 30, 2006 and 2007,
      respectively.  The Company believes that the decrease was a
      combination of the lack of marketing and advertising activities and the
      elimination of incentive programs such as rebates that were offered in
      2006.  In addition, the Company lost distribution to Wal-Mart in the
      third quarter of 2006.





Gross
      profit for the second quarter of 2007 was $23,356 (or 58%), compared to $92,059
      (or 59%) for the second quarter of 2006.  The lower gross profit
      percentage in 2007 is primarily due to product returns and various retail
      slotting fees.  Gross profit for the nine months ended September 30,
      2007 was $223,428 (65%) compared to $389,886 (50%) for the same period in
      2006.  The lower percentage in 2006 relates to increased brokers fees
      which were incurred as a result of a default on an amended agreement with our
      Master Broker.  In addition, the 2006 gross profit percentage was
      lower due to costs associated with a rebate program that was terminated in
      December 2006.





Salaries
      and other compensation expenses decreased $85,484 from $205,402 to $119,918
      for
      the three months ended September 30, 2006 and 2007, respectively and decreased
      $269,598 from $729,501 to $459,903 for the nine months ended September 30,
      2006
      and 2007, respectively.  These decreases are a result of reduced
      stock-based compensation and also specific reductions in personnel in order
      to
      streamline its organization and to reduce administrative costs.





Professional
      fees were $48,915 and $46,176 for the three months ended September 30, 2007
      and
      2006, respectively and $317,487 and $305,081 for the nine months ended September
      30, 2007 and 2006, respectively.





Other
      general and administrative expenses decreased $2,730 from $79,699 to $76,969
      for
      the three months ended September 30, 2006 and 2007, respectively and decreased
      $56,589 from $307,040 to $250,451 for the nine months ended September 30, 2006
      and 2007, respectively, due to a reduction in certain insurance premiums and
      other costs.





Marketing
      and advertising expenses were $2,278 and $0 for the three months ended September
      30, 2006 and 2007, respectively and $54,357 and $0 for the nine months ended
      September 30, 2006 and 2007.  There were no research and development
      expenses for the three months ended September 30, 2006 and
      2007.  Research and development expenses were $1,172 and $0 for the
      nine months ended September 30, 2006 and 2007.   The Company's
      marketing and advertising and research and development activities have been
      eliminated in 2007 due to the lack of working capital.





Depreciation
      and amortization totaled $65,450 for each the three months ended September
      30,
      2006 and 2007, respectively and $196,350 and $196,351 for the nine months ended
      September 30, 2006 and 2007, respectively.  These expenses principally
      consist of amortization of patent costs.





Net
      interest expense decreased from $142,491 to $94,322 for the three months ended
      September 30, 2006 and 2007, respectively and decreased from $466,735 to
      $261,073 for the nine months ended September 30, 2006 and 2007,
      respectively.  The decrease is attributable to deferred debt issuance
      costs on the debentures that were fully amortized by December 2006, offset
      by an
      increase in the interest rate on the debentures from 6% to 15%.  The
      interest rate increase resulted when the Company defaulted on the repayment
      terms of the debentures.





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Other
      income totaled $50,583 for the nine months ended September 30, 2007 compared
      to
      $11,464 for the same period in 2006.  Other income in 2007 consisted
      primarily of a non-refundable deposit that was forfeited by a party interested
      in acquiring certain assets of the Company.





As
      a
      result of the factors discussed above, we had a net loss of $381,647 ($0.02
      per
      basic share) compared to net loss of $449,437 ($0.03 per share) for the three
      months ended September 30, 2007 and 2006, respectively.  For the nine
      months ended September 30, 2007, we had a net loss of $1,211,253 ($0.07 per
      basic share) compared to net loss of $1,658,887 ($0.11 per share) for the nine
      months ended September 30, 2006.





As
      of
      September 30, 2007, we had total assets of $1.9 million, liabilities of $4.8
      million and stockholders’ deficit of $2.8 million.  Our working
      capital deficit was approximately $4.8 million as of September 30,
      2007.





**Inflation
      and Currency Fluctuation**




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




**Cash
      and Sources of Liquidity**




During
      the first nine months of 2007, the Company's cash and cash equivalents remained
      the same at approximately $1,000 at September 30, 2007. During this time, the
      Company obtained financing in the total amount of $220,000 through the sale
      of
      18-month Unsecured 10% Convertible Debentures.  The Debentures are
      convertible into common shares at prices ranging from $.04 to $.08 per
      share.  Total shares issuable pursuant to these Debentures are
      4,387,500 shares.  Interest is payable annually in arrears in
      cash.  The Company reserved the right to require conversion of the
      Debentures and outstanding interest, at any time, if the closing bid price
      of
      the Company’s stock equals or exceeds $0.10 for a period of 20 consecutive
      trading days.  The Company also reserved the right to redeem the
      Debentures, in whole, at any time or times, on not less than thirteen (13)
      months after execution of the Agreement, upon payment of one hundred ten percent
      (110%) of the principal.





On
      May
      25, 2007 the Company entered into a Memorandum of Understanding (“MOU”) with an
      investment group (“Investors”) that provided for an equity investment of up to
      $5.0 million in exchange for 25,000,000 common shares of the Company. The
      Company received an initial investment of  $150,000 during the quarter
      ended June 30, 2007 in exchange for 750,000 common shares that are pending
      issuance as of September 30, 2007. The MOU further provided for specific
      allocations of the $5.0 million investment to be allocated.





The
      MOU also allows the Investors to be granted a 50% interest in profits generated
      from all sales outside of North America, including but not limited to technology
      transfer fees, royalties, and licensing fees upon the Company’s receipt of the
      full $5. Further the Company will grant the Investors private licensing and
      distribution rights to sell the Company’s products in all territories outside of
      North America upon their infusion of the full $5 million
      investment.





In
      a
      second draw of the equity investment covered by the MOU to settle and retire
      the
      Company’s outstanding convertible debentures, the Company permitted the
      Investors to acquire certain convertible debentures issued by the Company having
      a face value of $1,255,000 plus accrued interest approximating $528,000,
      directly from third party debenture holders through a private sale on August
      24,
      2007. As part of this agreement, the Company and the Investors agreed to convert
      the debentures into shares of common stock at a rate of $0.20 per
      share.




On
      September 11, 2007 the Company entered into a Securities Purchase Agreement
      with
      the Investors for the issuance of 3,333,750 shares of the Company’s common stock
      via the conversion of certain convertible debentures, plus related accrued
      interest and penalties, issued by the Company having a face value of $855,000.
      As of September 30, 2007 the Investors have a remaining balance of convertible
      debentures with a face value of $400,000, plus previously accrued interest
      and
      penalties that, will entitle them to convert the debentures at $0.20 per
      share.





-11-




Upon
      the
      conversion of the debentures all rights, liabilities and obligations of the
      Company and the Investors under the debentures will be terminated.





On
      September 30, 2007, the Company had current assets of approximately $76,000
      (including cash and cash equivalents of approximately $900) and current
      liabilities of approximately $4,828,000.  As a result, the Company's
      current liquidity is extremely limited and the Company will require a
      significant amount of additional working capital in order to meet its current
      working capital requirements, satisfy debt obligations and implement its
      business plan.  In order to address these issues, the Company is
      seeking to raise additional working capital through the issuance of debt and
      equity securities.  Although the Company believes that it will be able
      to obtain additional working capital and satisfy debenture obligations, there
      can be no assurance that the Company's efforts will be successful.  In
      the event that the Company is unable to obtain working capital, then the
      Company’s ability to continue operations will be subject to substantial
      uncertainty.




**Item
      3. Controls and Procedures**





The
      Company’s Chief Executive Officer
      and Chief Financial Officer evaluated the effectiveness of the Company's
      disclosure controls and procedures as of the end of the period covered by 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 were effective as of September 30, 2007.





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




**PART
      II - OTHER INFORMATION**





**Item
      1.                    Legal
      Proceedings**





From
      time
      to time, the Company may be a party to litigation or proceedings in connection
      with its business, as either a plaintiff or defendant.  As of the date
      of this report, there were no such pending legal proceedings to which the
      Company is a party that, in the opinion of management, is likely to have a
      material adverse effect on the Company's business, financial condition or
      results of operations.




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




In
      the
      third quarter of 2007, the holders of  $35,000 of the 18-month
      Unsecured 10% Convertible Debentures converted their debentures into 875,000
      shares of the Company's common stock. The holders of $160,000 of the debentures
      gave notice of conversion for 3,200,000 shares of the company’s common stock
      that were issued in November 2007.





On
      September 11, 2007 the Company entered into a Securities Purchase Agreement
      with
      certain investors for the issuance of 3,333,750 shares of the Company’s common
      stock via the conversion of certain convertible debentures, plus related accrued
      interest and penalties issued by the Company and acquired by the investors
      having a face value of $855,000. As of September 30, 2007 the investors have
      a
      remaining balance of convertible debentures with a balance of $400,000 that
      will
      entitle them to convert the debentures at $0.20 per share into 2,000,000 shares
      of common stock.




**Item
      3.  Defaults on Senior
      Securities**





The
      Company is in default on its principal and interest obligations due under a
      senior secured debenture agreement as a result of its failure to repay the
      debenture on its maturity date of December 6, 2006.  The total amount
      due as of September 30, 2007 including principal, interest and penalties was
      approximately $951,000.  The debentures are collateralized by
      essentially all of the Company’s assets.    The notification
      gives the debenture holders the right to sell the Company’s assets if a suitable
      buyer is found.  The Company will continue to work amicably with the
      debenture holders in order to either obtain a modification of the debenture
      terms or secure additional capital in order to satisfy the debenture
      obligation.  However, no assurance can be made that the Company will
      be successful in this effort.




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**Item
      6.                      Exhibits**


Number
              Description10.1
              Securities
                  Purchase Agreement dated September 11,2007 between the Company
                  and a group
                  of accredited investors (1)31.1
              Certification
                  of Chief Executive Officer pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002*32.1
              Certification
                  of Chief Executive Officer pursuant to
                  Section 906 of the Sarbanes-Oxley Act of
                  2002*


*
      Filed
      herewith.




(1)
              Incorporated
                  by reference to Registrant's Form 8-K, filed on September 17, 2007,
                  File
                  No. 0-49764










**SIGNATURES**





In
      accordance with the requirements of
      the Exchange Act, the registrant caused this report to be signed on its behalf
      by the undersigned thereunto duly authorized.

















SINOFRESH
                HEALTHCARE, INC.November
                19, 2007
            
            By
            /s/
                Charles A. FustCharles
                A. Fust, Chairman of the Board and Chief Executive Officer (principal
                executive officer)November
                19, 2007
            
            By
            /s/
                Charles A. FustCharles
                A. Fust, Chief Financial Officer (principal accounting
                officer)





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