Exhibit
      31.2


CERTIFICATION
      PURSUANT TO


18
      U.S.C.
      SECTION 1350, AS ADOPTED PURSUANT TO


SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002




I,
      Scott M. Klein, (Chief Financial Officer of SinoFresh HealthCare, Inc.) certify
      that:




1.  I
      have
      reviewed this annual report on Form 10-KSB of SinoFresh HealthCare, Inc.;




2.  Based
      on
      my knowledge, this annual report does not contain any untrue statement of a
      material  fact
      or
      omit to state a material fact necessary to make the statements made, in light
      of
      the  circumstances
      under which such statements were made, not misleading with respect to the period  covered
      by this annual report;


3.  Based
      on
      my knowledge, the financial statements, and other financial information included
      in this  annual
      report, fairly present in all material respects the financial condition, results
      of operations  and
      cash
      flows of the registrant as of, and for, the periods presented in this annual
      report;





4.  The
      registrant’s other certifying officer(s) and I are responsible for establishing
      and maintaining  disclosure
      controls and procedures (as defined in Exchange Act Rules 13a-14 and
      15d-14) for the  registrant
      and we  have:





a)
      designed such disclosure controls and procedures, or caused such disclosure
      controls and  procedures
      to be designed under our supervision, to ensure that material information
      relating to the  registrant,
      including its consolidated subsidiaries, is made known to us by others within
      those  entities,
      particularly during the period in which this annual report is being prepared;
      and





b)
      evaluated the effectiveness of the registrant’s disclosure controls and
      procedures and presented  in
      this
      report our conclusions about the effectiveness of the of the disclosure controls
      and  procedure,
      as of the end of the period covered by this report based on such evaluation;
      and





(c)
      disclosed in this report any change in the registrant’s internal control over
      financial reporting  that
      occurred during the registrant’s most recent fiscal quarter (the registrant’s
      fourth fiscal quarter  in
      the
      case of an annual report) that has materially affected, or is reasonably likely
      to affect, the  registrant’s
      internal control over financial reporting; and





5.  The
      registrant’s other certifying officer(s) and I have disclosed, based on our most
      recent  evaluation
      of internal control over financial reporting, to the registrant’s auditors and
      the audit  committee
      of the  registrant’s
      board of directors (or persons performing the equivalent  functions)
      to the registrant’s auditors and the audit committee of registrant’s board of
      directors (or  persons
      performing the equivalent  functions):





a)
      all
      significant deficiencies and material weaknesses in the design or operation
      of
      internal  control
      over financial reporting which are reasonably likely to adversely affect the
      registrant’s  ability
      to record, process, summarize and report financial information; and





b)
      any
      fraud, whether or not material, that involves management or other employees
      who
      have a  significant
      role in the registrant’s internal control over financial reporting.


Date: March
              30, 2006
            By:
            /s/ Scott
              M.
              KleinScott
              M. KleinChief
              Financial Officer