UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

T Form 10-K                                            ¨ Form 20-F                                      ¨ Form 11-K                                            ¨ Form 10-Q
¨ Form 10-D                                            ¨ Form N-SAR                                 ¨ Form N-CSR
                For Period Ended: December 31, 2010

¨ Transition Report on Form 10-K                                                                            ¨ Transition Report on Form 10-Q
¨ Transition Report on Form 20-F                                                                            ¨ Transition Report on Form 11-K
¨ Transition Report on Form N-SAR


For the Transition Period Ended: _______________________________________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: _______________________________________
________________________________________________________________________

 
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PART I
REGISTRANT INFORMATION
 
Full name of registrant
Sinofresh Healthcare, Inc.
Former name if applicable
 
Address of principal executive office
333 Yamiami Trail S., Suite 286
City, state and zip code
Venice, Florida 34285
 
PART II
RULES 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 
 
T
(a)   The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b)   The subject annual report, semi-annual report, transition report on Forms 10-K, 20-F, 11-K, N-SAR, or N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
(c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III
NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 11-K, 20-F, 10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.

The Registrant is in the process of preparing and having consolidated financial statements as at December 31, 2010 and for the fiscal year then ended.  The process of compiling and disseminating the information required to be included in its Form 10-K Annual Report for the 2010 fiscal year, as well as the completion of the Registrant’s financial information, could not be completed by March 31, 2011 without incurring undue hardship and expense.  The Registrant undertakes the responsibility to file such annual report no later than fifteen calendar days after its original due date.

PART IV
OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification
 
David Olund
(941)
375-8174
        (Name)
 (Area Code)
 (Telephone Number)
 
 
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(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?  If the answer is no, identify report(s).

                                                         T Yes       ¨ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

                                                         ¨   Yes       T No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.


 
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SinoFresh Healthcare, Inc.
 Name of Registrant as Specified in Charter.

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.


Date: March 31, 2011                                                                By: /s/ David Olund                                           
David Olund
Chief Executive Officer
 
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