UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-KSB/A




x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
fiscal year ended December 31, 2007





o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934







For the
transition period from ____________________ to ____________________





Commission
file number 000-49764





Sinofresh
Healthcare, Inc.


-------------------------------------------------------------------------------------------------------------


(Name of
small business issuer in its charter)





FLORIDA
            
            65
      – 1082270(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer
              Identification
      No.)





787
      COMMERCE DRIVE,VENICE,
      FLORIDA
            
            34292(Address
      of principal executive offices)
            
            (Zip
      Code)





Issuer's
Telephone Number, including area code: (941)
488-6464




Securities
registered under Section 12(b)


of the
Securities Exchange Act of 1934:





NONE





Securities
registered under Section 12(g)


of the
Securities Exchange Act of 1934:





COMMON
STOCK, NO PAR VALUE








Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.





Check whether the issuer: (1) filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended 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.  YesxNoo





Check if there is no disclosure of
delinquent filers in response to Item 405 of Regulation S-B contained in this
form, and no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this Form
10-KSB.o





Indicate by checkmark whether the
registrant is a shell company (as defined in Rule 12b2 of the Exchange
Act).  YesoNox




Issuer's revenues for its most recent
fiscal year were $343,789.





The aggregate market value of the voting
and non-voting common equity held by non-affiliates computed by reference to the
price at which the common equity was sold, or the average bid and asked price of
such common equity, as May 13, 2008 was approximately
$912,000.





As of May 13, 2008, there were
25,641,110 shares of the issuer's common stock outstanding.


-1-


DOCUMENTS
INCORPORATED BY REFERENCE




List
hereunder the documents from which parts thereof have been incorporated by
reference and the part of the Form 10-KSB into which such information is
incorporated: None.





EXPLANATORY NOTE





SinoFresh Healthcare, Inc. (the
“Company”) is filing this Amendment on Form 10-KSB/A (“Amendment No. 1”) which
amends our Annual Report on Form 10-KSB for the fiscal year ended December 31,
2007, as filed with the Securities and Exchange Commission  (“SEC”) on
May 15, 2008 (the “Annual Report”),which amends andrestates Item
8A Controls and Procedures in order to include a management report on its
assessment of the Company’s internal control over financial reporting as
required by Item 8A(T) of Part II of the Annual Report.  Except for
the foregoing amended information, Amendment No. 1, together with the Annual
Report, continues to describe conditions as of the date of the original filing
of the Annual Report, and has not been updated to reflect events that occurred
at a later date.  Accordingly, this Amendment No. 1 should be read in
conjunction with the Company’s SEC Filings made subsequent to the filing of the
Annual Report.




ITEM
8A(T).          CONTROLS AND
PROCEDURES





Disclosure Controls and
Procedures. Disclosure controls and procedures reporting as promulgated
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) Rules
13a-15(e) and 15d-15(e) are defined as controls and procedures that are designed
to ensure that information required to be disclosed by the Company in the
reports that it files or submits under the Act are recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and
forms. Disclosure controls and procedures include without limitation, controls
and procedures designed to ensure that information required to be disclosed by
the Company in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the Company’s management, including our Chief
Executive Officer and acting Chief Financial Officer (the “Certifying Officer”),
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.Our management, under
the supervision and with the participation of our Certifying Officer, has
evaluated the effectiveness of our disclosure controls and procedures as of the
end of the period covered by this Report.  Our management has
concluded that our disclosure controls and procedures were not effective as of
the end of the period covered by this Annual Report because we did not timely
report our management's assessment of our internal control over financial
reporting, as such term is defined in Rule 13a-15(f).





Management's annual report on
internal control over financial reporting.Our management, under the
supervision of our Certifying Officer is responsible for establishing and
maintaining adequate internal control over financial reporting, as such term is
defined in Rule 13a-15(f) and 15a-15(f) of the Exchange Act.




Internal
control over financial reporting is promulgated under the Exchange Act as a
process designed by, or under the supervision of, our Certifying Officer and
effected by our board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures that:




•
            
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of our
      assets;




•
            
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of our management and
      directors; and




•
            
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition or disposition of our assets that could have a
      material effect on the financial
statements.




-2-





Our
management, with the participation of our Certifying Officer, evaluated the
effectiveness of the Company's internal control over financial reporting as of
December 31, 2007. In making this assessment, our management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control — Integrated Framework. Based on this
evaluation, our management, with the participation of the Certifying Officer,
concluded that, as of December 31, 2007, our internal control over
financial reporting was not effective.  Specifically, management has
identified the following deficiencies: The Company has not properly segregated
duties as one or two individuals initiate, authorize, and complete all
transactions.  The Company has not implemented measures that would
prevent the individuals from overriding the internal control
system.  The Company does not have an audit committee composed of
independent directors or any individual on the audit committee qualified as an Audit Committee
Financial Expert, as that term is defined by the rules of the Securities and
Exchange Commission (“SEC”) and in compliance with the Sarbanes-Oxley Act of
2002.  Further, the Company lacks a Chief Financial Officer and
Controller who is primarily responsible for our public disclosures such as
financial reporting and oversight of the internal control over financial
reporting.  It is the Company’s intent to remedy these deficiencies as
adequate working capital is raised and available to fund the segregation of
duties.  Also, the Company anticipates it would be able to attract an
Audit Committee Financial Expert onto its Board upon reaching certain
capital/cash objectives.





The
Company does not believe that these control deficiencies have resulted in
deficient financial reporting.  The Chief Executive Officer is aware
of his responsibilities under the SEC’s reporting requirements and personally
certifies that the financial statements fairly present the financial
condition, results of operations and cash flows of the Company as of, and for,
the periods covered by this Annual Report.  In November 2007, the
Company hired an independent consulting firm to assist the Company in preparing
the financial statements for our periodic reporting.  In
September 2008, the Company’s independent consulting firm assisted the CEO in
evaluating its internal control over financial reporting using the framework set
forth in COSO.  Due to the size and nature of the Company and its
business, segregation of all conflicting duties may not always be possible and
may not be economically feasible.





Because
of its inherent limitation, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.




Changes in Internal Control over
Financial Reporting. Further, there were changes in the Company’s
internal control over financial reporting identified in connection with the
evaluation required by paragraph (d) of Rule 13a-15 of the Exchange Act that is
reasonably likely to materially affect the Company’s internal control over
financial reporting.  In October 2007, the Company’s Controller
resigned.  In November 2007, the Company retained an independent
consulting firm to assist the Company to prepare its financial
statements for the fourth quarter and for the year ended December 31,
2007.





This
Report does not include an attestation report of our registered public
accounting firm regarding our internal control over financial reporting. The
disclosure contained under this Item 8A(T) was not subject to attestation
by our registered public accounting firm pursuant to temporary rules of the SEC
that permit us to provide only the disclosure under this Item 8A(T) in this
Report.





Item
15. Exhibits, Financial Statement Schedules.





Number
            
            Description





31.1
            
            Certification of the Company’s Chief Executive Officer and
      Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
      (*)(**)32.1
            
            Certification of the Company’s Chief Executive Officer and
      Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
      (*)(**)





-3-


SIGNATURES





Pursuant
to the requirements of the Securities and Exchange Act of 1934, as amended,
SinoFresh HealthCare, Inc. has duly caused this annual report to be signed on
its behalf by the undersigned thereunto duly authorized.




SINOFRESH
      HEALTHCARE, INC.Date:
      September 19, 2008
              By:
              /s/ Charles
      A. FustCharles
      A. FustChairman
      of the Board and Chief Executive Officer






Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this
report has been signed by the following persons on its behalf of SinoFresh
HealthCare, Inc. and in the capacities indicated.




Signature
            Title
            Date/s/ Charles A. Fust
            Chairman
      of the Board and Chief Executive Officer
            September
      19, 2008Charles
      A. Fust
            (Principal
      Executive Officer, Principal Financial Officer and Principal Accounting
      Officer)/s/ Thomas Fitzgerald
            Director
            September
      19, 2008Thomas
      Fitzgerald/s/ David Otto
            Director
            September
      19, 2008David
      Otto/s/ Razik Azizi
            Director
            September
      19, 2008Razik
      Azizi




-4-