~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~Washington, ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~WASHINGTON,~~FORM ~~DC 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT

~~________________________________~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT Pursuant~~of toReport ~~Section 13 or 15~~(d)Date of ~~the~~ ~~Securities~~earliest ~~Exchange~~event ~~Act~~reported): ofMay 18, ~~1934~~2005

~~Date~~SINOFRESH ~~of Report: October 18~~HEALTHCARE, ~~2004~~INC. ~~(Date of earliest event reported)~~

~~________________________________~~ (Exact name of registrant as specified in its charter)

SINOFRESH HEALTHCARE, INC.


Florida	0-49764	65-1082270

(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

516 Paul Morris Drive, Englewood, Florida		34223

(Address of principal executive offices)		(Zip Code)

~~(Exact Name of~~ Registrant’s astelephone number, ~~Specified~~including inarea ~~Charter~~code: (941) 681-3100

~~________________________________~~ (Former name or former address, if changed since last report.)

~~Florida~~Check ~~(State~~the orappropriate ~~Other~~box ~~Jurisdiction~~below ofif ~~Incorporation)~~the 0Form 8-~~49764~~K ~~(Commission~~filing ~~File~~is ~~Number)~~intended ~~65-1082270~~to ~~(IRS~~simultaneously ~~Employer~~satisfy ~~Identification~~the filing ~~No.)~~obligation of the registrant under any of the following provisions:

~~516~~o ~~Paul~~Written ~~Morris~~communications ~~Drive~~pursuant ~~Englewood,~~to ~~Florida~~Rule ~~34223~~425 ~~(Address~~under ofthe ~~Principal~~Securities ~~Executive~~Act ~~Offices) 34223~~ (~~Zip~~17 ~~Code~~CFR 230.425)

~~Registrant’s~~o ~~telephone~~Soliciting ~~number,~~material ~~including~~pursuant ~~area~~to ~~code:~~Rule 14a-12 under the Exchange Act (~~941) 681~~17 CFR 240.14a-~~3100~~ 12)

~~(Former~~o ~~Name~~Pre-commencement orcommunications ~~Former~~pursuant ~~Address,~~to ifRule ~~Changed~~14d-2(b) ~~Since~~under ~~Last~~the ~~Report~~Exchange Act (17 CFR 240.14d-2(b) )

~~Check~~o ~~the appropriate box below if the Form 8~~Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~ ~~satisfy~~Rule ~~the~~13e-4(c) ~~filing obligation of the registrant~~ under ~~any of~~ the ~~following~~ ~~provisions~~Exchange Act (~~see~~17 ~~General~~CFR ~~Instruction A~~240.~~2. below~~13e-4(c): )

oItem ~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230~~2.~~425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240~~02.~~14a-12)~~ oResults ~~Pre-commencement~~of ~~communications~~Operations ~~pursuant~~and toFinancial ~~Rule 14d-2(b) under the Exchange Act (17 CFR 240~~Condition.~~14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~

~~TABLE~~ On OFMay 18, ~~CONTENTS~~2005, the Registrant issued the press release attached hereto as Exhibit 99.1.

Section 3 – Securities and Trading Markets
	Item 3.02. Unregistered Sales of Equity Securities
Section 9 — Financial Statements and Exhibits
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
Ex-4.1: Warrant to Purchase 40,000 shares of Common Stock
Ex-4.2: Warrant to Purchase 150,000 shares of Common Stock
Ex-4.3: Warrant to Purchase 160,000 shares of Common Stock
Ex-4.4: Registration Rights Agreement
Ex-4.5: Registration Rights Agreement
Ex-10.1: Services and License Agreement

Item 9.01. Exhibits.


Exhibit No.		Item
99.1		Press Release dated May 18, 2005.

~~Section 3 — Securities and Trading Markets~~Signatures

~~Item~~ Pursuant ~~3.02.~~to ~~Unregistered~~the ~~Sales~~requirement of ~~Equity~~the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

On October 18, 2004, the Board of Directors of SinoFresh Healthcare, Inc. (the “Company”) ratified the sale of securities to certain service-providers as follows: (a) to BestBet Media Group, Inc. (“BestBet”), 150,000 shares of the Company’s common stock in return for services to be rendered pursuant a Services and Licenses Agreement by and between the Company and BestBet (the “BestBet Shares”) and one warrant to purchase up to 40,000 shares of the Company’s common stock at an exercise price of $.29 per share; (b) to Ed McMahon, one warrant to purchase up to 160,000 shares of the Company’s common stock at an exercise price of $.29 per share; and (b) to Reno Rolle (“Rolle”), 50,000 shares of the Company’s common stock in return for services rendered (the “Rolle Shares”) and one warrant to purchase up to 150,000 shares of the Company’s common stock at an exercise price of $.60 per share. Each of the warrants issued to BestBet and Mr. McMahon are scheduled to vest on September 30, 2005 and are scheduled to terminate on September 30, 2010. The warrant issued to Rolle is scheduled to vest on August 18, 2005 and is scheduled to terminate on August 18, 2009. The Services and Licenses Agreement is subject to renewal for two additional one year terms on October 1 of 2005 and 2006. Subject to certain conditions being met, warrants for a total of 400,000 additional shares of common stock are subject to issuance under the terms of that agreement as follows: (a) a warrant for 200,000 shares of common stock upon the first renewal at an exercise price of 75% of the closing market price on the date the first renewal is signed, vesting in 12 months and exercisable for 60 months; and (b) a warrants for 200,000 shares of common stock upon the second renewal at an exercise price of 100% of the closing market price on the date the second renewal is signed, vesting in 12 months and exercisable for 60 months.


	SINOFRESH HEALTHCARE, INC.
Date: May 18, 2005	/s/ Scott M. Klein
	Name:	Scott M. Klein
	Title:	Chief Financial Officer (Principal Accounting Officer)

~~In connection with these transactions, the Company granted piggyback~~-2- ~~registration rights with respect to the resale of the BestBet Shares, the Rolle Shares and the common stock underlying each of the warrants.~~

In the Company’s opinion, the issuance and sale of the shares in each of the transactions described above was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon Section 4(2) of the Securities Act. Each of the investors is an accredited investor. The securities are not subject to resale except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The investors had an opportunity to ask management questions about the Company and had adequate access to information about the Company. No sales of the securities involved the use of an underwriter and no commissions were paid in connection with the issuance or sale of the securities.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits.

4.1 Warrant to Purchase 40,000 shares of Common Stock issued to BestBet Media Group, Inc., dated October 1, 2004.

4.2		Warrant to Purchase 150,000 shares of Common Stock issued to Reno Rolle, dated August 19, 2004.
4.3		Warrant to Purchase 160,000 shares of Common Stock issued to Ed McMahon, dated October 1, 2004
4.4		Registration Rights Agreement by and between SinoFresh Healthcare, Inc. and BestBest Media Group, Inc., dated October 1, 2004.
4.5		Registration Rights Agreement by and between SinoFresh Healthcare, Inc. and Reno Rolle, dated August 19, 2004.
10.1		Services and License Agreement by and between BestBet Media Group, Inc. and the Company, dated October 1, 2004.

SIGNATURES

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

	SINOFRESH HEALTHCARE, INC.
		(Registrant)
Date: October 22, 2004	By:	/s/ Charles A. Fust
		Charles A. Fust Chairman and Chief Executive Officer
		(Signature)*

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