UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~ DC 20549

FORM 8-K

________________________________

CURRENT REPORT

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

~~Securities Exchange~~Date ~~Act~~of Report (Date of ~~1934~~earliest reported): February 16, 2011

~~Date of Report~~SinoFresh ~~(Date of earliest event reported) September 17~~Healthcare, ~~2007 (September 11, 2007)~~Inc.

~~________________________________~~(Exact name of small business issuer as specified in its charter)

SINOFRESH HEALTHCARE, INC.

Florida		000-49764		65-1082270
(State or other jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

~~(Exact name~~333 ofTamiami ~~registrant~~Trail asS., ~~specified~~Suite in286, ~~its~~Venice, Fl. ~~charter)~~34285

~~________________________________~~(Address of principal executive offices)

Florida	0-49764	65-1082270
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

(941) 375-8174

~~516 Paul~~(Registrant’s ~~Morris~~telephone ~~Drive~~number, including area code)

~~Englewood, Florida~~Check ~~34223~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.)

~~(Address of~~o ~~principal~~Written ~~executive~~communications ~~offices,~~pursuant ~~zip~~to ~~code~~Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (~~941) 681~~17 CFR 240.14a-~~3100~~12)

o Pre-commencement communications pursuant to Rule 14d-2(~~Registrant's telephone~~b) ~~number,~~under ~~including~~the ~~area~~Exchange ~~code~~Act (17 CFR 240.14d-2(b))

~~Check the appropriate~~o ~~box~~Pre-commencement ~~below~~communications ifpursuant ~~the~~to ~~Form~~Rule 813e-K4(c) ~~filing~~under ~~is intended to simultaneously satisfy~~ the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the~~CF$ ~~registrant~~240.13e-4(c))

under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1 5.~~01. Entry~~02 Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive Agreement~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~On September 11, 2007, SinoFresh Healthcare, Inc.~~ (~~the~~c) “The Company”) has entered into a ~~Securities~~ ~~Purchase~~Consulting Agreement (the “Agreement”) ~~with~~dated aFebruary ~~group~~16, of2011, ~~accredited investors~~with ~~(the~~Gary ~~“Buyers”)~~Zweig, ~~for~~DBA, ~~the~~Direct ~~issuance~~to ofPharmacy anSales ~~aggregate~~and ofMarketing, 3LLC,~~333,750~~ ~~shares~~a ~~of the~~New ~~Company’s~~York ~~common~~Limited ~~stock~~Liability ~~(the~~Company (“~~Common Stock~~Consultant”) ~~via~~to outline the ~~conversion~~terms of ~~certain convertible~~the ~~debentures~~Agreement ~~issued~~for byMr. ~~the~~Zweig ~~Company~~to ~~(the~~serve ~~“Debentures”)~~as ~~having~~Director aof ~~face value~~National ofsales ~~$666~~for SINOFRESH HEALTHCARE,~~750~~ INC., (“SINOFRESH” or the Company”).

~~The Buyers~~Gary ~~acquired~~Zweig ~~the~~has ~~convertible~~over ~~debentures~~25 ~~from~~years ~~third~~of ~~party~~experience ~~investors~~in ~~through a private~~the ~~sale~~Drug onWholesale ~~August 24, 2007~~Industry. As ~~part~~Director of ~~the~~Quality ~~Agreement~~Care Pharmacies, ~~the Company~~an ~~and~~Independent ~~the~~Pharmacy ~~Buyers~~Co-operative ~~have~~from ~~agreed~~2006 to ~~fix~~2008 ~~the~~he ~~conversion~~created ~~private~~and atimplemented ~~$.20~~a direct mail and ~~convert~~ ~~the~~in ~~Debentures~~store ~~into~~promotional ~~shares~~program ofwhich ~~Common~~was ~~Stock~~credited atwith aincreasing ~~rate~~sales ofby $030%.20 He ~~per share~~served as Territory Account Manager for Rochester Drug Cooperative, Inc., a regional drug wholesaler located in NYC from 2002 to 2006.

~~Upon~~ Under the ~~conversion~~ terms of the ~~Debentures~~Agreement, Mr. Zweig will provide the Company with independent wholesale marketing advisory services including providing Sales representation and ~~receipt~~Marketing ofand advertising services to the ~~Common~~Company ~~Stock~~and its products for one (1) year with annual renewals. He will be entitled to a monthly base compensation of Four Thousand Five Dollars ($4,500) during that time. Mr. Zweig shall also be entitled to reimbursement for all ~~rights~~reasonable business expenses subject to a $1, ~~liabilities~~000 ~~and~~per ~~obligations~~month ceiling, without Board approval. In addition to the base compensation, Consultant shall receive payment equal to 5% of the net invoices received by the Company when paid and cleared on shipments of the ~~Buyers~~Company’s ~~under~~products for an initial term of 12 months on new wholesale distributor accounts introduced by the ~~Debentures will~~Consultant beand ~~terminated~~a residual of 2.5% on continuing active accounts for period of 48 months, payable quarterly.

The ~~Company~~ isAgreement ~~relying~~contains ona Non-compete clause whereby for the ~~exemption~~term ~~provided~~of bythe ~~Section~~Agreement 3and one (a1)~~(9)~~ year thereafter, Mr. Zweig shall not directly or indirectly participate in any capacity with any business which is competitive with the business of the ~~Securities~~ ~~Act~~Company. At the end of ~~1933~~a ninety (90) day trial period, asthe ~~amended~~Company ~~with~~will ~~respect~~review the performance of the Consultant to determine whether to convert the ~~transactions~~agreement ~~described herein~~to an Employment Agreement at such terms as shall be in the Company’s discretion.

Item 3 9.~~02. Unregistered~~01 Financial ~~Sales~~Statements ofand ~~Equity Securities.~~Exhibits

~~See Item 1.01 of this Current Report.~~ (c) Exhibits

~~Item 9.01. Financial Statements and Exhibits.~~Exhibit Description

~~Set forth below~~5.02 Consulting isAgreement adated ~~list~~February of16, ~~Exhibits included as part of this Current Report~~2011.

10.1 Securities Purchase Agreement, dated September 11, 2007, between the Company and a group of accredited investors.

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~~SIGNATURES~~SIGNATURE

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.
	SinoFresh Healthcare, Inc.
Date: September 17, 2007	By:	/s/ Charles A. Fust
Dated: February 24, 2011	By:	/s/ David Olund
		Charles A. Fust
		David Olund
		Chairman & Chief Executive Officer
		CEO

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