UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2008

o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ______ to ______

000-49764

(Commission File No.)

SINOFRESH HEALTHCARE, INC.

(Exact name of registrant as specified 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		34292
(Address of principal executive offices)		(Zip Code.)

(941) 488-6464

(Issuer's telephone number, including area code)

Indicate by mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of November 14, 2008 there were 28,871,110 shares of the Company’s common stock outstanding.

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Table of Contents

SINOFRESH HEALTHCARE, INC.

Index			Page

	Part I.	Financial Information
		Item 1. Financial Statements
		Condensed Balance Sheet as of September 30, 2008 (unaudited) and December 31, 2007	3
		Condensed Statements of Operations for the three and nine months ended September 30, 2008 and 2007	4
		Condensed Statements of Cash Flows for the nine months ended September 30, 2008 and 2007	5
		Notes to Unaudited Condensed Consolidated Financial Statements	6
		Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
		Item 3. Quantitative and Qualitative Disclosures About Market Risk	12
		Item 4T. Controls and Procedures	12

	Part II.	Other Information	14
		Item 1. Legal Proceedings	14
		Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	14
		Item 3. Defaults on Senior Securities	14
		Item 6a. Exhibits	14

	Signatures		15

	Certifications

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PART I - FINANCIAL INFORMATION
Comment to financial statements. The Company has not obtained a review of the interim financial statements by an independent accountant using professional review standards and procedures, although such a review is required by the Securities Exchange Commission. The Company will amend its filing upon the completion of the review by the independent accountant, which review is pending.
Item 1. Financial Statement

SINOFRESH HEALTHCARE, INC.
CONDENSED BALANCE SHEETS

	September 30, 2008
	(unaudited)			December 31, 2007

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	427		$	919
Accounts receivable, net of allowances of $7,426 and $7,426		12,097			12,796
Inventory, net		13,549			7,656
Other current assets		93,168			99,933
TOTAL CURRENT ASSETS		119,241			121,304

FURNITURE AND EQUIPMENT, NET		-			17,109
PATENTS, NET		1,653,862			1,826,939
OTHER ASSETS		4,500			4,500
TOTAL ASSETS	$	1,777,603		$	1,969,852

LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Current portion of capital leases	$	-		$	14,260
Short-term note payable and advances		125,000			125,000
Convertible debentures, net of unamortized debt discounts		705,000			705,000
Accounts payable (including amounts due to related parties of $79,383 and $127,213)		1,638,438			1,609,365
Accrued expenses (including amounts due to related parties of $92,146 and $92,146)		1,257,132			1,096,845
Deposit on sale of licensing and distribution rights		892,468			661,240
TOTAL CURRENT LIABILITIES		4,618,038			4,211,710


COMMITMENTS AND CONTINGENCIES		-			-

STOCKHOLDERS’ EQUITY:
Common stock, no par value; 500,000,000 shares authorized; 26,616,110 and 24,916,110
shares issued and outstanding.		7,541,802			7,028,774
Common stock issuable: 5,297,393 and 4,239,570 shares		804,782			800,254
Preferred stock, no par value; $2 liquidation value per share 200,000,000 shares authorized:
Series A convertible preferred stock, voting; 858,170 shares authorized, 769,377 and
769,377 shares issued and outstanding		1,538,753			1,538,753
Series B convertible preferred stock, voting; 1,500,000 and 1,500,000 shares authorized
issued and outstanding		3,000,000			3,000,000
Series C convertible preferred stock, voting; 1,250,000 shares authorized; 755,500 and
793,000 share issued and outstanding		1,355,995			1,423,301
Accumulated deficit		(17,055,679	)		(16,017,876	)
Deferred stock-based compensation		(26,088	)		(15,064	)
TOTAL STOCKHOLDERS’ DEFICIT		(2,840,435	)		(2,241,858	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,777,603		$	1,969,852

See notes to condensed financial statements.

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SINOFRESH HEALTHCARE, INC.
CONDENSED STATEMENTS OF OPERATIONS (unaudited)

				Three months ended September 30,						Nine months ended September 30,
	2008			2007			2008			2007

REVENUE, net	$	37,974		$	40,280		$	138,419		$	344,696

COST OF REVENUE		8,265			16,924			30,973			121,268

GROSS PROFIT		29,709			23,356			107,446			223,428

OPERATING EXPENSES
Salaries and other compensation expense		59,157			119,918			376,836			459,903
Professional fees		97,002			48,915			337,453			317,487
Other general and administrative expenses		39,986			76,969			89,730			250,451
Research and development expenses		10,851			-			45,001			-
Depreciation and amortization		62,884			65,450			190,186			196,350

TOTAL OPERATING EXPENSES		269,880			311,252			1,039,206			1,224,191

LOSS FROM OPERATIONS		(240,171	)		(287,896	)		(931,760	)		(1,000,763	)

OTHER INCOME (EXPENSE):
Interest, net		(35,169	)		(94,322	)		(109,724	)		(261,073	)
Other income		1,103			571			3,681			50,583

TOTAL OTHER INCOME (EXPENSE), NET		(34,066	)		(93,751	)		(106,043	)		(210,490	)


LOSS BEFORE INCOME TAXES		(274,237	)		(381,647	)		(1,037,803	)		(1,211,253	)

PROVISION FOR INCOME TAXES		-			-			-			-

NET LOSS	$	(274,237	)	$	(381,647	)	$	(1,037,803	)	$	(1,211,253	)


NET LOSS PER COMMON SHARE
-basic and diluted	$	(0.01	)	$	(0.02	)	$	(0.04	)	$	(0.07	)

WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING
-basic and diluted		26,116,110			19,580,696			25,610,292			17,850,617

See notes to condensed financial statements.

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

	Nine Months Ended September 30, 2008			Nine Months Ended September 30, 2008
	Nine Months Ended September 30, 2008			Nine Months Ended September 30, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(1,037,803	)	$	(1,211,253	)
Adjustments to reconcile net loss to net cash
used in operations:
Stock based compensation expense		176,891			87,536
Amortization and depreciation		190,186			196,350
Stock issued as payment for services		64,000			-
Stock issued as payment of interest		18,000			-
Warrants issued as discount on advances		-			8,147
Stock issued as settlement cost		-			3,900
Changes in assets and liabilities:
Accounts receivable		699			153,121
Inventory		(5,893	)		17,379
Other current assets		6,765			(12,907	)
Accounts payable		29,073			151,023
Accrued expenses		160,288			254,316
Deposit on sale of licensing rights		-			-
NET CASH USED IN OPERATING ACTIVITIES		(397,796	)		(352,388	)

INVESTING ACTIVITIES:
Acquisition of SinoFresh Laboratories, Inc., net of cash		-			-
Payments for furniture and equipment		-			-
NET CASH USED IN INVESTING ACTIVITIES		-			-

FINANCING ACTIVITIES:
Proceeds from common stock issuable		411,564			150,000
Proceeds from short-term notes payable		-			220,000
Payments on long-term debt and capital leases		(14,260	)		(17,594	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		397,304			352,406

NET INCREASE (DECREASE) IN CASH		(492	)		18

CASH AND CASH EQUIVALENTS - beginning of period		919			887
CASH AND CASH EQUIVALENTS - end of period	$	427		$	905

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	-		$	19,821

NON-CASH ACTIVITY:
Reduction of accounts payable and accrued expenses through
the issuance of common stock	$	82,000		$	670,847
Deposit on sale of licensing and distribution rights through
the issuance of common stock	$	231,228		$	1,229,997
Conversion of debentures into common stock	$	-		$	890,000

See notes to condensed consolidated financial statements.

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SinoFresh HealthCare, Inc.

Notes to Unaudited Condensed Financial Statements

September 30, 2008

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. 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, 2007.

The Company's ability to continue as a going concern is subject to substantial doubt 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. The Company 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, 2008, the Company had current assets of approximately $120,000 (including cash and cash equivalents of $427) and current liabilities of approximately $4,618,000. 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. To address these issues, the Company is attempting to acquire 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, 2008 and 2007 financial statements, which are necessary for a fair financial statement presentation. The results for the three and nine months ended September 30, 2008 and 2007 are not necessarily indicative of financial operations for the full year.

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.

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.

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During 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 common shares issuable pursuant to these Debentures are 4,387,500 shares. As of September 30, 2008, holders converted $195,000 of the Debentures into 4,075,000 common 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 common 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, not less than thirteen (13) months after the date of the Debenture, upon payment of one hundred ten percent (110%) of the principal.

Note 3. Shareholders’ Equity (Deficit)

During the first nine months of 2008, the Company issued 400,000 shares of its common stock as payment for consulting services and 100,000 shares of its common stock as payment for legal services. The Company issued 125,000 shares of common stock as payment of interest to two unrelated parties. Additionally, the Company issued 1,000,000 common shares to Investors (as described more fully in Note 4).

Note 4. Deposit on Sale of Licensing and Distribution Rights

In May 2007, the Company entered into a Memorandum of Understanding (“MOU”) with Beneficial Healthcare (“Investors”) that provided for an equity investment of up to $5.0 million in exchange for 25,000,000 common shares of the Company. Razek Azizi, a director of our Company, is the President of Beneficial Healthcare and has sole voting and dispositive power over Beneficial Healthcare. The MOU further provided for:

1.	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 $5,000,000.
2.	Investors to be granted private licensing and distribution rights to sell the Company’s products in all territories outside of North America upon their infusion of the full $5,000,000 investment.
3.	Settlement and retirement of outstanding convertible debentures.
4.	Completion of the Phase II components of drug development for Antibiotic Resistant Staphylococcus Aureus (MRSA).
5.	Sales and marketing budget.
6.	Product manufacturing and operations for national distribution.
7.	Settlement and payoff of unsecured debt.
8.	Grant of three (3) board seats of a five (5)-member board seat of the Company.

Investment thereto is subject to mutual agreement among the parties as to the form and content of the final documentation with respect to any such investment. The total investments contemplated by the MOU were to occur not later than July 9, 2007. However, by verbal agreement between the Investors and the Company, the MOU was effectively extended through the end of 2007 and the Investors continued to make investments in the Company, and the Company continued to accept the investments, under the same terms and conditions contained within the MOU. In February 2008, the Company terminated the MOU with the Investors. The Company and the Investors are negotiating a new agreement.

The Company received an initial investment of $200,500 during the year ended December 31, 2007 in exchange for 1,002,500 issuable common shares. During the nine months ended September 30, 2008, the Company received additional investments totaling $411,565 in exchange for 2,057,823 issuable common shares. The shares were recorded at their market price on the date of investment and the difference between the market price and the $0.20 issuance rate has been treated as a deposit towards the sale of licensing and distribution rights.

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In August 2007, the Investors acquired certain outstanding 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. Such debentures matured on December 6, 2007 and are currently in default. As part of the MOU, the Company and the Investors agreed to convert $855,000 of the debentures, plus accrued penalties and interest into 3,333,750 shares of common stock. The issuable shares were recorded at the conversion rate prescribed by the underlying convertible debenture agreements with the difference from the converted debentures’ face value, plus related accrued interest and penalties, being recorded 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.

At September 30, 2008, 1,836,680 of these common shares have been issued and 5,297,393 are pending issuance, which will occur upon direction from the Investors.

As of December 31, 2007, the Investors held remaining 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. In March 2008, the Investors purchased from a third party, additional convertible debentures having a face value of $305,000. As of September 30, 2008, the Investors now own 100% of the Company’s outstanding secured convertible debentures. Such debentures matured on December 6, 2006 and are currently in default. As a result of such transaction, the Investors are the sole senior secured debt holders of the Company with a lien on all assets of the Company.

Note 5. Stock-Based Compensation

Effective January 1, 2006, the Company 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).

The Company recognized stock compensation expense related to previously issued employee stock options of approximately $26,000 and $26,000 for the three months ended September 30, 2008 and 2007, respectively. The Company recognized stock compensation expense related to previously issued employee stock options of approximately $177,000 and $87,000 for the nine months ended September 30, 2008 and 2007, respectively.

During the three and nine months ended September 30, 2008, the Company issued 500,000 shares as compensation to two consultants. These shares had a market value of approximately $64,000 as of the date of issuance.

During the nine months ended September 30, 2008, the Company issued 1,250,000 options to an employee. These options have an exercise price of $0.17 (equal to market value on date of grant, have a five year term and will vest as follows – 600,000 on date of grant, 350,000 vest on July 1, 2008 and 300,000 vest on January 1, 2009. No options were 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 6: Related Party Information

The Company leased its former facility from an entity currently controlled by one of the Company's former officers, and spouse of the CEO. Rent related to this facility totaled $71,000 for the year ended December 31, 2007 (see note 9). As of September 30, 2008, the Company had approximately $79,000 recorded in accounts payable due to this entity. This lease agreement was cancelled by mutual agreement in 2007.

A director of the Company is the principal owner of a law firm that provided services to the Company through 2007. The expenses incurred to that law firm were approximately $101,000 for the year ended December 31, 2007. As of September 30, 2008, the Company had $92,000 recorded in accrued liabilities due to this firm.

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Item 2. Management’s Discussion and Analysis or Plan of Operations

Forward-Looking Statements and Associated Risks

THIS QUARTERLY REPORT ON FORM 10-Q 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, 2007, 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., a Florida corporation (“Sinofresh”, “we” “our” or the “Company“) was incorporated on January 31, 2001 under the name e-Book. E-Book operated initially as a division of e-Miracle, Inc., which was incorporated in July 1999. Due to undercapitalization and credit problems, e-Miracle filed a Chapter 11 Bankruptcy proceeding in the United States Bankruptcy Court. As part of the Chapter 11 Plan of Reorganization of e-Miracle, e-Book was re-incorporated as a Florida corporation on January 31, 2001. We acquired SinoFresh Healthcare, Inc., a Delaware corporation on September 8, 2003 through a merger with our subsidiary SinoFresh Acquisition Corp., a Florida corporation, whereby SinoFresh Healthcare, Inc. became our wholly owned subsidiary. As a result of the merger, we changed our name to SinoFresh Healthcare, Inc. Subsequent to the merger, SinoFresh Healthcare, Inc., changed its name to SinoFresh Corporation and remains the operating subsidiary of the Company.

We are 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 SinoFresh™ 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 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 three month periods ended September 30, 2008 and September 30, 2007.

Revenues decreased from $40,280 to $37,974 for the three months ended September 30, 2008 and 2007, respectively. The Company believes that the decrease was due to a combination of the lack of marketing and advertising activities, the elimination of incentive programs such as rebates that were offered in 2007, and the Company lost distribution to Walgreens in the third quarter of 2007.

Gross profit for the second quarter of 2008 was $29,709 (or 78%), compared to $23,356 (or 58%) for the second quarter of 2007. The higher gross profit percentage in 2008 is primarily due to lower product returns and broker fees.

Salaries and other compensation expenses decreased from $119,918 to $59,156 for the three months ended September 30, 2008 and 2007, respectively. The decrease is a result of reductions in personnel in order to streamline its organization and to reduce administrative costs.

Professional fees were $97,002 and $48,915 for the three months ended September 30, 2008 and 2007.

Other general and administrative expenses decreased from $76,969 to $39,986 for the three months ended September 30, 2008 and 2007, respectively, due to a reduction in certain insurance premiums,rents, and other costs.

Research and development expenses were $10,851 and $0 for the three months ended September 30, 2008 and 2007, respectively. The increase in the 2008 expenses relates to the Company’s efforts to bring to validate the use of the Company’s current product - SinoFresh Nasal and Sinus Care - as a treatment for other pathogens maladies.

Depreciation and amortization totaled $62,884 and $65,450 for the three months ended September 30, 2008 and 2007, respectively. These expenses principally consist of amortization of patent costs.

Net interest expense decreased from $94,322 to $35,169 for the three months ended September 30, 2008 and 2007, respectively. The decrease is attributable to lower levels of interest bearing debentures outstanding in 2008 versus 2007.

As a result of the factors discussed above, we had a net loss of $274,237 ($0.01 per share) compared to net loss of $381,647 ($0.02 per share) for the three months ended September 30, 2008 and 2007, respectively.

Results of Operations for the nine month periods ended September 30, 2008 and September 30, 2007.

Revenues decreased from $344,696 to $138,419 for the nine months ended September 30, 2008 and 2007, respectively. The Company believes that the decrease was due to a combination of the lack of marketing and advertising activities, the elimination of incentive programs such as rebates that were offered in 2007, and the Company lost distribution to Walgreens in the third quarter of 2007.

Gross profit for the first nine months of 2008 was $107,446 (or 78%), compared to $223,428 (or 65%) for the first nine months of 2007. The higher gross profit percentage in 2008 is primarily due to lower product returns and broker fees.

Salaries and other compensation expenses decreased to $376,836 from $459,903 for the nine months ended September 30, 2008 and 2007, respectively. The decrease is a result of reductions in personnel in order to streamline its organization and to reduce administrative costs offset by increased stock-based compensation associated with a 2008 option grant.

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Professional fees were $337,453 and $317,487 for the nine months ended September 30, 2008 and 2007.

Other general and administrative expenses were $89,730 and $250,451 for the nine months ended September 30, 2008 and 2007. The reduction in these expenses is due to a lowering of certain insurance premiums, rents, and other costs.

Research and development expenses were $45,001 and $0 for the nine months ended September 30, 2008 and 2007, respectively. The increase in the 2008 expenses relates to the Company’s efforts to bring to market a new validate the use of the Company’s current product - SinoFresh Nasal and Sinus Care - as a treatment for other pathogens maladies.

Depreciation and amortization totaled $190,186 and $196,350 for the nine months ended September 30, 2008 and 2007, respectively. These expenses principally consist of amortization of patent costs.

Net interest expense was $109,724 and $261,073 for the nine months ended September 30, 2008 and 2007, respectively. The decrease is attributable to lower levels of interest bearing debentures outstanding in 2008 versus 2007.

Other income totaled $3,681 and $50,583 for the nine months ended September 30, 2008 and 2007. 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 $1,037,803 ($0.04 per share) compared to net loss of $1,211,253 ($0.07 per share) for the nine months ended September 30, 2008 and 2007, respectively.

As of September 30, 2008, we had total assets of $1.8 million, liabilities of $4.6 million and stockholders’ deficit of $2.8 million. Our working capital deficit was approximately $4.5 million as of September 30, 2008.

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.

Liquidity and Capital Resources

During the first nine months of 2008, the Company's cash and cash equivalents decreased approximately $500 to $427 at September 30, 2008. 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. To address these issues, the Company is attempting to obtain 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.

During 2007, the Company obtained financing in the total amount of $220,000 through the sale of 18-month Unsecured 10% convertible debentures (the “Debentures”). The Debentures are convertible into common shares at prices ranging from $.04 to $.08 per share. Total common shares issuable pursuant to these Debentures are 4,387,500 shares. As of September 30, 2008, holders converted $195,000 of the Debentures into 4,075,000 common 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 common 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, not less than thirteen (13) months after of the Debenture, upon payment of one hundred ten percent (110%) of the principal.

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Pursuant to a Memorandum of Understanding (the “MOU”) that was terminated in February 2008, the terms of which are more fully described in Note 4 to the Financial Statements contained in this Form 10-QSBQ, the Company received an initial investment of $200,500 during the year ended December 31, 2007 in exchange for 1,002,500 common shares. During the nine months ended September 30, 2008, the Company received additional investments of $411,565, in exchange for 2,057,823 common shares. The shares were recorded at their market price on the date of investment and the difference between the market price and the $0.20 issuance rate has been treated as a deposit towards the sale of licensing and distribution rights to sell the Company’s products in all territories in North America upon the infusion of a total of $5 million.

In August 2007, a group of new investors (the “Investors”) acquired certain outstanding 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. Such debentures matured on December 6, 2007 and are currently in default. As part of the MOU, the Company and the Investors agreed to convert $855,000 of the debentures, plus accrued penalties and interest into 3,333,750 shares of common stock. The issuable shares were recorded at the conversion rate prescribed by the underlying convertible debenture agreements with the difference from the converted debentures’ face value, plus related accrued interest and penalties, being recorded as a deposit towards the sale of licensing and distribution rights to the Company’s products in all territories outside of North America. 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.

At September 30, 2008, 1,836,680 of these common shares have been issued and 5,297,393 are pending conversion, which will occur upon direction from the investors.

As of December 31, 2007, the Investors held remaining 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. In March 2008, the Investors purchased from a third party, additional convertible debentures having a face value of $305,000. At September 30, 2008, the Investors now own 100% of the Company’s outstanding secured convertible debentures. Such debentures matured on December 6, 2006 and are currently in default. As a result of such transaction, the Investors are the sole senior secured debt holders of the Company with a lien on all assets of the Company.

Off-Balance Sheet Arrangements

The Company had no off-balance sheet arrangements as of September 30, 2008.

Item 3. Qualitative and Quantitative Disclosures about Market Risk

Not applicable to smaller reporting companies

Item 4T. Controls and Procedures

Disclosure Controls

We carried out an evaluation required by Rule 13a-15(b) of the Securities Exchange Act of 1934 or the Exchange Act under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.

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Disclosure controls and procedures are designed with the objective of ensuring that (i) information required to be disclosed in an issuer's reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) information is accumulated and communicated to management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

The evaluation of our disclosure controls and procedures included a review of our objectives and processes and effect on the information generated for use in this Report. This type of evaluation is done quarterly so that the conclusions concerning the effectiveness of these controls can be reported in our periodic reports filed with the SEC. We intend to maintain these controls as processes that may be appropriately modified as circumstances warrant.

Based on their evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures are effective in timely alerting them to material information which is required to be included in our periodic reports filed with the SEC as of the filing of this Report.

Changes in Internal Controls Over Financial Reporting

Ther have not been any changes in our internal controls over financial reporting (as defined in Exhange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the fiscal quarter endin September 30, 2008 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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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 proceeding to which the Company is a party that, in the opinion of management, is likely to have a materially adverse effect on the Company’s business, financial condition or results of operations.

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

During the first nine months of 2008, the Company issued 400,000 shares of common stock to a consultant in payment for consulting services and 100,000 shares of common stock to an attorney for legal services provided to the Company. These shares had a market value of approximately $64,000 as of the date of issuance. The Company issued 125,000 shares of common stock as interest payment to two unrelated parties. Additionally, the Company issued 1,000,000 common shares to the Investors. The issuance of shares of common stock was not registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemptions from the registration requirements of the Securities Act set forth in Section 4(2).

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, 2008 including principal, interest and penalties was approximately $1,110,000. The debentures are collateralized by 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.

Item 6. Exhibits

(a)

Exhibits

31.1

Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15(d)-14(a) on page X-1.

32.1

Certification pursuant to 18 U.S.C. §1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 on page X-2.

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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

Date: November 19,2008	By:	/s/ Charles A. Fust
		Charles A. Fust
		Chairman of the Board, Chief Executive Officer (principal executive officer), Acting Chief Financial Officer (acting principal financial officer)

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SINOFRESH HEALTHCARE INC 10-Q