<PAGE>

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

                                   FORM 10-QSB

(MARK ONE)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
     OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006

[_]  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
     OF 1934

FOR THE TRANSITION PERIOD FROM __________ TO __________

                         COMMISSION FILE NUMBER 0-51492

                          SYNOVA HEALTHCARE GROUP, INC.
        (Exact name of small business issuer as specified in its charter)

                 NEVADA                                 91-1951171
    (State or other jurisdiction of                   (IRS Employer
     incorporation or organization)                Identification No.)

        1400 NORTH PROVIDENCE ROAD, SUITE 6010, MEDIA, PENNSYLVANIA 19063
                    (Address of principal executive offices)

                                 (610) 565-7080
                           (Issuer's telephone number)

                                 NOT APPLICABLE
        (Former name, former address, and former fiscal year, if changed
                               since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [_]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of August 4, 2006, the number of outstanding shares of common stock, par
value $.001 per share, of Synova Healthcare Group, Inc. was 17,465,780.

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

Transitional Small Business Disclosure Format (check one): Yes [_] No [X]

<PAGE>

                          SYNOVA HEALTHCARE GROUP, INC.

                                   FORM 10-QSB

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006

                                TABLE OF CONTENTS

ITEM NO.                                                                PAGE NO.
--------                                                                --------
                        PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements........................................      3
Item 2.   Management's Discussion and Analysis or Plan of Operation...     16
Item 3.   Controls and Procedures.....................................     29

                          PART II - OTHER INFORMATION

Item 2.   Unregistered Sales of Equity Securities and Use of
             Proceeds.................................................     30
Item 6.   Exhibits....................................................     31

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                 SYNOVA HEALTHCARE GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                            June 30,     December 31,
                                                              2006           2005
                                                          ------------   ------------
                                                           (unaudited)
<S>                                                       <C>            <C>
ASSETS
Cash                                                      $     47,150   $    20,491
Restricted cash                                                 71,588       184,085
Accounts receivable                                             77,076        52,185
Private placement subscription receivable                           --       450,000
Inventory                                                      321,908        73,178
Prepaid expenses                                                48,690       122,770
Deferred loan costs                                                 --        69,342
Deposits                                                        33,452       125,000
                                                          ------------   -----------
TOTAL CURRENT ASSETS                                      $    599,864   $ 1,097,051
Property and equipment, net of accumulated depreciation
   of $23,929 and $19,109 as of June 30, 2006 and
   December 31, 2005                                      $     49,591   $    35,231
Investment                                                   2,441,825       807,944
                                                          ------------   -----------
TOTAL ASSETS                                              $  3,091,280   $ 1,940,226
                                                          ============   ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES
Line of credit                                            $         --   $   200,000
Loans payable                                                       --       711,085
Accounts payable                                             1,545,965       922,742
Accrued expenses                                             1,346,847       405,518
                                                          ------------   -----------
TOTAL CURRENT LIABILITIES                                 $  2,892,812   $ 2,239,345
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.001 par value; 50,000,000 shares
   authorized, no shares outstanding                      $         --   $        --
Common stock, $0.001 par value:
   150,000,000 shares authorized; 17,465,780 and
   13,738,566 shares issued and outstanding at
   June 30, 2006 and December 31, 2005                          17,466        13,739
Common stock subscribed, net of offering costs                      --       387,000
Additional paid in capital                                  11,556,617     6,314,898
Accumulated deficit                                        (11,375,615)   (7,014,756)
                                                          ------------   -----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                      $    198,468   $  (299,119)
                                                          ------------   -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)      $  3,091,280   $ 1,940,226
                                                          ============   ===========
</TABLE>

See accompanying notes to consolidated financial statements


                                        1

<PAGE>

                 SYNOVA HEALTHCARE GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                       FOR THE              FOR THE
                                                 THREE MONTHS ENDED   THREE MONTHS ENDED
                                                    JUNE 30, 2006        JUNE 30, 2005
                                                 ------------------   ------------------
                                                     (unaudited)          (unaudited)
<S>                                                 <C>                  <C>
Net sales                                           $    69,810          $    64,402
OPERATING EXPENSES:
Cost of net sales                                        38,617               26,957
Selling and marketing                                 1,084,144              471,666
Personnel expenses, including stock-based
   compensation expense of $196,612                     494,628              174,084
General and administrative                              617,952              151,502
                                                    -----------          -----------
   Total Operating Expenses                           2,235,341              824,209
                                                    -----------          -----------
      OPERATING LOSS                                 (2,165,531)            (759,807)
                                                    -----------          -----------
OTHER INCOME (EXPENSES):
Interest income                                           1,072                6,185
Interest expense                                           (450)              (9,918)
Equity in loss of unconsolidated affiliate             (133,855)                  --
                                                    -----------          -----------
   Total Other Expenses                                (133,233)              (3,733)
                                                    -----------          -----------
      NET LOSS                                      $(2,298,764)         $  (763,540)
                                                    ===========          ===========
Basic and diluted net loss per share                $     (0.14)         $     (0.06)
                                                    ===========          ===========
Basic and diluted weighted average number of
   shares                                            16,744,418           12,937,952
</TABLE>

See accompanying notes to consolidated financial statements


                                        2

<PAGE>

                 SYNOVA HEALTHCARE GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                      FOR THE            FOR THE
                                                 SIX MONTHS ENDED   SIX MONTHS ENDED
                                                   JUNE 30, 2006      JUNE 30, 2005
                                                 ----------------   ----------------
                                                    (unaudited)        (unaudited)
<S>                                                <C>                <C>
Net sales                                          $   114,763        $    67,967
OPERATING EXPENSES:
Cost of net sales                                       63,356             43,949
Selling and marketing                                2,144,573            959,913
Personnel expenses, including stock-based
   compensation expense of $360,021                    968,587            296,838
General and administrative, including
   stock-based compensation expense of $16,540         968,521            479,305
                                                   -----------        -----------
      Total Operating Expenses                       4,145,037          1,780,005
                                                   -----------        -----------
            OPERATING LOSS                          (4,030,274)        (1,712,038)
                                                   -----------        -----------
OTHER INCOME (EXPENSES):
Interest income                                          3,121             10,819
Interest expense                                       (87,587)           (27,731)
Equity in loss of unconsolidated affiliate            (246,119)                --
                                                   -----------        -----------
         Total Other Expenses                         (330,585)           (16,912)
                                                   -----------        -----------
               NET LOSS                            $(4,360,859)       $(1,728,950)
                                                   ===========        ===========
Basic and diluted net loss per share
                                                   $     (0.28)       $     (0.14)
                                                   ===========        ===========
Basic and diluted weighted average number of
   shares                                           15,756,506         11,994,608
</TABLE>

See accompanying notes to consolidated financial statements


                                        3

<PAGE>

                 SYNOVA HEALTHCARE GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                      FOR THE            FOR THE
                                                 SIX MONTHS ENDED   SIX MONTHS ENDED
                                                   JUNE 30, 2006      JUNE 30, 2005
                                                 ----------------   ----------------
                                                    (unaudited)        (unaudited)
<S>                                                 <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                            $(4,360,859)       $(1,728,950)
ADJUSTMENTS TO RECONCILE NET LOSS TO CASH USED
   IN OPERATING ACTIVITIES:
Amortization of deferred loan cost                       69,342                 --
Allowance for inventory reserves                        (59,677)                --
Depreciation and amortization                             4,820              4,033
Issuance of common stock for services                     7,674             15,000
Issuance of warrants for services                            --            241,400
Issuance of options for compensation                    376,561                 --
Equity in loss of unconsolidated affiliate              246,119                 --
CHANGES IN ASSETS AND LIABILITIES, NET OF
   EFFECT OF MERGER:
(Increase) decrease in assets
   Accounts receivable                                  (24,891)          (185,663)
   Inventory                                           (189,053)           (47,372)
   Prepaid expenses and other current assets            165,628            (71,422)
Increase (decrease) in liabilities
   Accounts payable and accrued expenses              1,564,552           (261,138)
                                                    -----------        -----------
NET CASH USED IN OPERATING ACTIVITIES               $(2,199,784)       $(2,034,112)
                                                    -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment                                           (1,880,000)                --
Purchases of property and equipment                     (19,180)            (4,467)
                                                    -----------        -----------
NET CASH USED IN INVESTING ACTIVITIES               $(1,899,180)       $    (4,467)
                                                    -----------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of line of credit                           $  (200,000)       $        --
Repayment of loan payable                              (711,085)           (79,767)
Proceeds from issuance of common stock, net of
   offering costs                                     4,924,211          2,933,100
                                                    -----------        -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES           $ 4,013,126        $ 2,853,333
                                                    -----------        -----------

Net increase (decrease) in cash                         (85,838)           814,754
Cash at the beginning of the period                     204,576             10,554
                                                    -----------        -----------
CASH AT THE END OF THE PERIOD                       $   118,738        $   825,308
                                                    -----------        -----------
SUPPLEMENTAL SCHEDULE OF CASH FLOWS:
Cash paid during the period for interest            $    18,245        $    27,731
                                                    ===========        ===========
</TABLE>

See accompanying notes to consolidated financial statements


                                        4

<PAGE>

                 SYNOVA HEALTHCARE GROUP, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                     FOR THE SIX MONTHS ENDED JUNE 30, 2006
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                           Additional     Common                          Total
                                                     Number      Common     Paid-in        Stock      Accumulated     Stockholders'
                                                    of Shares    Stock      Capital     Subscribed      Deficit     Equity (Deficit)
                                                   ----------   -------   -----------   ----------   ------------   ----------------
<S>                                                <C>          <C>       <C>            <C>         <C>              <C>
BALANCE AT DECEMBER 31, 2005....................   13,738,566   $13,739   $ 6,314,898    $ 387,000   $ (7,014,756)    $  (299,119)
Issuance of common stock for services...........        2,500         2         7,672           --             --           7,674
Issuance of common stock, warrants exercised....      144,750       145       269,145           --             --         269,290
Issuance of common stock in private placement,
   net of offering costs........................    3,055,981     3,056     4,588,865       63,000             --       4,654,921
Issuance of common stock pursuant to amendment
   of terms of private placement................      523,983       524          (524)          --             --              --
Subscription receivable, net of offering costs..           --        --            --     (450,000)            --        (450,000)
Issuance of equity for compensation.............           --        --       376,561           --             --         376,561
Net loss for six months ended June 30, 2006.....           --        --            --           --     (4,360,859)     (4,360,859)
                                                   ----------   -------   -----------    ---------   ------------     -----------
BALANCE AT JUNE 30, 2006........................   17,465,780   $17,466   $11,556,617    $      --   $(11,375,615)    $   198,468
                                                   ==========   =======   ===========    =========   ============     ===========
</TABLE>

See accompanying notes to consolidated financial statements


                                        5

<PAGE>

                 SYNOVA HEALTHCARE GROUP, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2006
                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION, ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

The accompanying unaudited condensed consolidated financial statements have been
prepared by Synova Healthcare Group, Inc., a Nevada corporation ("Synova"), and
its subsidiaries, Synova Healthcare, Inc., a Delaware corporation ("Synova
Healthcare"), and Synova Pre-Natal Healthcare, Inc., a Delaware corporation
(collectively, the "Company").

Synova was incorporated in the State of Nevada on September 1, 1998 under the
name Centaur Capital Group, Inc., and from the time of its formation until its
acquisition of Synova Healthcare, Synova was a development stage company with no
active business. Its business operations during the period were limited to
raising capital for its business, which was abandoned in 2001.

On January 13, 2005, Synova entered into a merger agreement with Synova
Healthcare. In connection with the merger, on January 12, 2005, the Company
changed its name to Synova Healthcare Group, Inc. On February 10, 2005, Synova's
wholly owned subsidiary, Synova AGBL Merger Sub, Inc., a Delaware corporation,
merged with Synova Healthcare, with Synova Healthcare surviving the merger. The
merger has been accounted for as a reverse purchase acquisition because former
stockholders of Synova Healthcare obtained a majority of the outstanding shares
of Synova's common stock in connection with the merger. The accompanying
consolidated financial statements of the Company reflect the historical results
of Synova Healthcare. As a result of and following this merger, the Company
develops, distributes, markets and sells non-invasive medical diagnostic tests
designed to diagnose and monitor the onset of certain medical conditions.

BASIS OF PRESENTATION

These unaudited financial statements have been prepared in accordance with
generally accepted accounting principles and the rules and regulations of the
Securities and Exchange Commission (the "Commission") for presenting interim
financial information. Accordingly, they do not include all the information and
footnotes necessary for a comprehensive presentation of financial position and
results of operations.

These statements include all adjustments (consisting only of normal recurring
adjustments) which management believes necessary for a fair presentation of the
financial statements. The interim operating results for the six months ended
June 30, 2006 are not necessarily indicative of operating results expected for
the full year.

SIGNIFICANT ACCOUNTING POLICIES

Except as may otherwise be provided herein, these unaudited financial statements
have been prepared consistently with the accounting polices described in Note 3
to the Company's Consolidated Financial Statements for the year ended December
31, 2005, which financial statements have been included in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2005, as filed with the
Commission on April 17, 2006.

USE OF ESTIMATES

In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reported period. Actual results could differ
from those estimates.

BASIC AND DILUTED NET LOSS PER SHARE

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 128,
Earnings per Share, basic and diluted net loss per share is computed using net
loss divided by the weighted average number of shares of common


                                        6

<PAGE>

                 SYNOVA HEALTHCARE GROUP, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

stock outstanding for the period presented. Because the Company reported a net
loss for each of the three months and six months ended June 30, 2006 and 2005,
common stock equivalents consisting of options and warrants were anti-dilutive;
therefore, the basic and diluted net loss per share for each of these periods
were the same.

NOTE 2 - GOING CONCERN

The accompanying unaudited condensed consolidated financial statements were
prepared assuming that the Company will continue as a going concern. This basis
of accounting contemplates the realization of assets and the satisfaction of
liabilities in the normal course of operations. As of and during the six months
ended June 30, 2006, the Company realized losses of $4,360,859, had a working
capital deficit of $2,292,948, had an accumulated deficit of $11,375,615, and
had not reached a profitable level of operations, all of which raise substantial
doubt about the Company's ability to continue as a going concern. The financial
statements do not include any adjustments to reflect the possible future effects
on the recoverability and classification of assets or the amounts and
classification of liabilities that may result from the possible inability of the
Company to continue as a going concern.

During fiscal year 2006, management believes that the Company will need to fund
its operations primarily through capital raising efforts, as it anticipates that
cash flow from operations will be insufficient to meet the Company's projected
cash expenses. The Company's continued existence will be dependent upon locating
and obtaining sufficient funding through temporary or permanent sources of debt
or equity capital, and management is currently pursuing a variety of independent
sources of financing. While pursuing additional debt and equity funding, the
Company must continue to operate on limited cash flow generated internally. The
Company believes that it will continue to be successful in raising funds
necessary to operate its business as projected by obtaining new temporary and
permanent sources of capital, and through exercises of outstanding options and
warrants.

In addition, if necessary and to the extent feasible, the Company plans to
reduce its operating expenses by reducing advertising, marketing, travel and
entertainment, and office expenses. While the Company is looking for additional
sources of capital, the Company may, keeping within the Company's stated goals
of managing its operating expenses and other working capital requirements,
concurrently seek to optimize the marketing and development of its existing
product offerings through less capital intensive channels. Furthermore, the
Company will seek to enhance existing and develop new relationships with product
retailers and other points of distribution for its products. Assuming
appropriate financing structures are available on acceptable terms, the Company
also intends to seek potential acquisitions of mature product lines that could
be expected to generate positive cash flow for the Company upon acquisition. In
addition, the Company will also continue to identify new product offerings to
complement and expand its current and projected future business.

There are no assurances that the Company will be successful in achieving the
above plans, or that such plans, if consummated, will enable the Company to
obtain profitable operations or continue as a going concern.

NOTE 3 - STOCK-BASED COMPENSATION

Prior to December 31, 2005, the Company followed the provisions of SFAS No. 123,
Accounting for Stock-Based Compensation, which allowed companies to either
expense the estimated fair value of stock options or to continue to follow the
intrinsic value method set forth in Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees ("APB 25"), but disclose the pro forma
effects on net income had the fair value of the options been expensed. The
Company elected to apply APB 25 in accounting for its stock option incentive
plans and grants of stock options.

In accordance with APB 25 and related interpretations, compensation expense for
stock options was recognized in income based on the excess, if any, of the
quoted market price of the stock at the grant date of the award or other
measurement date over the amount an employee must pay to acquire the stock. In
many (but not all) cases, the exercise price for stock options granted to
employees was equal to the fair market value of the Company's common stock at
the date of grant, and in those cases, there was no recognition of compensation
expense by the Company prior to December 31, 2005.

During the quarter ended June 30, 2005, the Company had granted to each of two
executive officers a non-qualified stock option to purchase up to 375,000 shares
of common stock, subject to adjustment, at an exercise price of $0.25 per share.
However, on September 30, 2005, before any portion of these options had vested,
the executive officers


                                        7

<PAGE>

                 SYNOVA HEALTHCARE GROUP, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

voluntarily forfeited these options to the Company for no consideration.

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123 (revised 2004), Share-Based Payment ("SFAS No. 123R"). SFAS No. 123R
supersedes APB 25 and amends SFAS No. 95, Statement of Cash Flows. Generally,
the approach in SFAS No. 123R is similar to the approach described in SFAS No.
123. However, SFAS No. 123R requires share-based payments to employees,
including grants of employee stock options, to be recognized in the statement of
operations based on their fair values at the date of grant. Pro forma disclosure
is no longer an alternative.

Had compensation cost for the Company's stock option grants during the six
months ended June 30, 2005 been determined on the fair value of the Company's
common stock at the dates of awards under the fair value method of SFAS No. 123,
the Company's net loss and net loss per common share for such period would have
increased to the pro forma amounts indicated below. The fair value of options
and warrants granted during the six months ended June 30, 2005 was estimated
based on the fair value at grant dates for options consistent with the method of
SFAS No. 123 using the Black-Scholes model with the following assumptions: no
dividend yield, expected volatility of 64% (for options with a ten year
contractual life) and 61% (for options with less than a 10 year contractual
life), and a risk-free interest rate between 3.9% and 4.3%.

                      FOR THE THREE MONTHS        FOR THE SIX MONTHS
                             ENDED                       ENDED
                         JUNE 30, 2005               JUNE 30, 2005
                      --------------------        ------------------
                          (unaudited)                (unaudited)
Net loss:
   As reported            $  (763,540)               $(1,728,950)
   Pro forma              $  (814,773)               $(1,850,969)
Net loss per share:
   As reported            $     (0.06)               $     (0.14)
   Pro forma              $     (0.06)               $     (0.15)

On January 1, 2006, the Company adopted SFAS No. 123R using the modified
prospective method as permitted under SFAS No. 123R. Under this transition
method, compensation cost recognized in the first quarter of 2006 includes
compensation cost for all share-based payments granted prior to, but not yet
vested as of, December 31, 2005, based on the grant-date fair value estimated in
accordance with the provisions of SFAS No. 123R. In accordance with the modified
prospective method of adoption, the Company's results of operations and
financial position for prior periods have not been restated.

During the six months ended June 30, 2006, the Company's net income was
approximately $376,561 lower as a result of stock-based compensation expense as
a result of the adoption of SFAS No. 123R. As of June 30, 2006, there was
$1,035,264 of unrecognized compensation expense related to non-vested
market-based share awards that is expected to be recognized through June 30,
2010.

The Company uses the Black-Scholes option pricing model to calculate the
grant-date fair value of an award, with the following assumptions: no dividend
yield, expected volatility of 64% (for options with a ten-year contractual life)
and 61% (for options with less than a ten-year contractual life), and a
risk-free interest rate between 4.5% and 5.2%. In determining volatility of the
Company's options, the Company used a combination of (1) the average volatility
over a 10-year period of the common stock of eight other public companies
operating in the medical diagnostic test business; and (2) the contractual or
expected life of the specific option, allowing for a reduction in volatility for
those options with a contractual or expected life of less than ten years in
consideration of the shorter contractual or expected life of the option. This
valuation methodology and these assumptions were comparable to those used by the
Company to estimate the fair value of share options under SFAS No. 123 prior to
January 1, 2006.

The following table summarizes all stock option transactions of the Company
since December 31, 2005:


                                        8

<PAGE>

                 SYNOVA HEALTHCARE GROUP, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

<TABLE>
<CAPTION>
                                                                              EXERCISE PRICE PER
                                              OPTION SHARES   VESTED SHARES   COMMON SHARE RANGE
                                              -------------   -------------   ------------------
<S>                                            <C>              <C>            <C>
Balance, December 31, 2005 ................    1,096,270        679,770        $0.0011 to $2.67
Granted or vested during the six months
   ended June 30, 2006 ....................      688,072(1)     294,072(1)       $1.50 to $2.78
Expired during the six months ended
   June 30, 2006 ..........................      (16,500)            --                      --
                                               ---------        -------        ----------------
Balance, June 30, 2006 ....................    1,767,842(1)     973,842(1)     $0.0011 to $2.78
                                               =========        =======        ================
</TABLE>

----------
(1)  Includes options to purchase 225,817 shares of common stock associated with
     the Company's obligation to issue unit purchase options as of June 30,
     2006, of which options to purchase 194,072 shares accrued during the six
     months ended June 30, 2006. See "Unit Purchase Options" in Note 8 below.

Information with respect to stock options that are outstanding at June 30, 2006
is as follows:

                          STOCK OPTIONS OUTSTANDING (1)

<TABLE>
<CAPTION>
                           NUMBER OF OUTSTANDING   WEIGHTED AVERAGE    WEIGHTED AVERAGE EXERCISE
                           CURRENTLY EXERCISABLE       REMAINING      PRICE OF OPTIONS CURRENTLY
RANGE OF EXERCISE PRICES      AT JUNE 30, 2006     CONTRACTUAL LIFE           EXERCISABLE
------------------------   ---------------------   ----------------   --------------------------
<S>                               <C>                 <C>                        <C>
$0.0011 to $2.78                  973,842             5.70 years                 $0.91
</TABLE>

----------
(1)  Includes options to purchase 225,817 shares of common stock associated with
     the Company's obligation to issue unit purchase options as of June 30,
     2006, of which options to purchase 194,072 shares accrued during the six
     months ended June 30, 2006. See "Unit Purchase Options" in Note 8 below.

NOTE 4 -- PRIVATE PLACEMENT SUBSCRIPTIONS RECEIVABLE

As of December 31, 2005, the Company had received signed private placement
subscriptions receivable from six investors totaling $450,000. The funds
associated with these subscription agreements were received by the Company as of
January 31, 2006.

NOTE 5 - REVERSE MERGER

Effective February 10, 2005, the Company completed its merger of its wholly
owned subsidiary, Synova ABGL Merger Sub, Inc., a Delaware corporation, into
Synova Healthcare, Inc. with Synova Healthcare, Inc. surviving the merger. The
merger was accounted for as a reverse acquisition by the Company. The following
unaudited pro forma condensed consolidated statement of operations assumes the
merger was effective January 1, 2005.

                                           FOR THE SIX MONTHS
                                                  ENDED
                                              JUNE 30, 2005
                                           ------------------
                                               (unaudited)
Net sales ..............................      $    67,967
Net loss ...............................      $(1,778,950)
Basic and diluted net loss per share ...      $     (0.15)

NOTE 6 - INVESTMENT

Pursuant to a share purchase agreement, on January 31, 2006, the Company
acquired 25% of the issued and outstanding ordinary shares of BioPad Ltd., an
Israeli research and development company, on a fully-diluted basis (excluding
options to purchase up to 10% of BioPad's ordinary shares that may be granted to
employees of BioPad) for $2,630,000 in cash. The total investment of $2,687,944
includes $57,944 of closing costs incurred during 2005. This share purchase was
effected in connection with the Company's September 2005 distribution agreement
with BioPad pursuant to which the Company and BioPad agreed to jointly develop
certain fetal monitoring products. The


                                       9

<PAGE>

                 SYNOVA HEALTHCARE GROUP, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Company accounts for its 25% interest in BioPad under the equity method of
accounting, as the Company is deemed to have significant influence over the
operations of BioPad.

As of June 30, 2006, the Company's pro rata equity portion of losses of BioPad
amounted to $246,119, which was comprised of (1) $152,693, which represents 25%
of BioPad's reported net loss of $610,771, plus (2) amortization expense of
$93,426, representing the amortization of the value of certain patentable
technology and patent applications, which are estimated to have an economic life
of 10 years. As of June 30, 2006, the equity-basis investment of $2,441,825 in
BioPad includes $1,775,090, representing the unamortized value of this
technology and these patent applications, as well as legal and closing costs of
$57,944 associated with the acquisition. BioPad was formed in March 2005.
Summarized unaudited financial information for BioPad as of and for the six
months ended June 30, 2006 was as follows:

                                           FOR THE SIX MONTHS ENDED
                                                 JUNE 30, 2006
                                           ------------------------
                                                  (unaudited)
STATEMENT OF OPERATIONS INFORMATION:
   Revenues ............................          $      --
   Operating loss ......................          $(635,693)
   Net loss ............................          $(610,771)

                                           JUNE 30, 2006
                                           -------------
                                            (unaudited)
BALANCE SHEET INFORMATION:
   Current assets ......................      $467,654
   Fixed assets ........................      $ 42,579
   Current liabilities .................      $205,067
   Shareholders' equity ................      $305,166

The foregoing financial information does not reflect any valuation of patentable
technology, patent applications or rights, or other intangibles of BioPad. The
issuance by BioPad of 10% of its ordinary shares to its employees pursuant to
the exercise of options that may be granted in the future would potentially
dilute the Company's 25% interest in BioPad to approximately 22.7%. If this
dilution had occurred as of June 30, 2006, the effect would have been to reduce
the Company's equity share of BioPad's net loss for the period ended June 30,
2006 from $246,119 to $223,476.

NOTE 7 - LINE OF CREDIT AND TERM LOAN

On April 28, 2005, the Company executed a term note of $475,000 and line of
credit of $300,000 with Wachovia Bank, N.A. The term loan was for a period of
one year and bore interest at 5.25% per year. The proceeds from the term loan
satisfied a loan payable that matured on May 1, 2005. The Company's obligations
under the term loan were secured and collateralized with a money market account
and certain other assets of the Company and were guaranteed by each of Stephen
E. King and David J. Harrison. The term loan was paid in full and expired on
April 28, 2006.

The line of credit was scheduled to terminate on April 28, 2006, but has been
extended until April 28, 2007. As of June 30, 2006, the interest rate under the
line of credit was 8%. The Company's obligations under the line of credit are
secured and collateralized with a money market account and certain other assets
of the Company, and are guaranteed by each of Mr. King and Mr. Harrison. As of
June 30, 2006, $0 was outstanding under the line of credit.

On August 30, 2005, Tiger-Eye Holdings Limited ("Tiger-Eye") loaned $500,000 to
the Company pursuant to a note that bore interest at an annual rate of 9%. The
note matured nine months from August 30, 2005. Additionally, on September 2,
2005, Mark Nussberger ("Nussberger") loaned $50,000 to the Company pursuant to a
note that bore interest at an annual rate of 9%. The note matured nine months
from September 2, 2005. The principal balance of the note of each of Tiger-Eye
and Nussberger was convertible, if their respective loans were not repaid in
full at


                                       10

<PAGE>

                 SYNOVA HEALTHCARE GROUP, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

maturity, into common stock of the Company at a price equal to 50% of the
average closing price per share of the common stock for the 20 trading days
preceding the maturity date. As of June 30, 2006, all amounts of principal and
interest under these notes were repaid in full.

NOTE 8 - STOCKHOLDERS' EQUITY

COMMON STOCK

In January 2006, the Company issued 2,500 shares of common stock in exchange for
professional services. The Company recognized consulting expenses of $7,674 in
connection with this issuance.

On January 19, 2006, the Company received $430,000, net of offering expenses of
$70,000, from two investors in a private placement of units, with each unit
having a purchase price of $50,000 and consisting of 25,000 shares of common
stock and a warrant to purchase 12,500 shares of common stock at an exercise
price of $3.00 per share, subject to adjustment. The investors in this private
placement received registration rights as to shares of common stock sold as part
of the units and the shares of common stock underlying the warrants, which
registration statement was to be filed on or before April 14, 2006. The
registration statement was ultimately filed with the SEC on May 12, 2006. The
registration rights agreement, as amended, provides that the registration
statement was to be declared effective by the SEC, at the earliest, on or before
June 28, 2006. However, as of June 30, 2006, this registration statement has not
been declared effective. The failures by the Company to meet these deadlines
will require the Company to pay the investors a penalty of 1% of the purchase
price of securities sold in this offering for the first 30 days of each default,
and 1.5% of the purchase price for each subsequent 30 days thereafter. As of
June 30, 2006, $39,115 was accrued as a result of these penalties.

Until May 12, 2006, the Company sold securities as part of its private placement
offering of units commenced in October 2005 and January 2006. The maximum amount
of gross proceeds sought to be raised under these offerings was $7,000,000,
including units sold on January 19, 2006 as described above. In February 2006,
the terms of this offering were amended as to all investors in the October 2005
offering who purchased securities prior to January 19, 2006. These changes
reduced the exercise price of the warrants sold as a part of the October 2005
units from $4.00 to $3.00 and gave such investors the same investor protections
and registration rights that were given to the January 19th investors.

As of March 16, 2006, the terms of the January 2006 unit offering were amended.
Each unit was modified to consist of 33,333 shares of common stock and a warrant
to purchase 16,666 shares of common stock at an exercise price of $2.50 per
share, subject to adjustment. Each unit retained the purchase price of $50,000
per share. Each of the purchasers of units on January 19, 2006 was issued 41,666
shares of common stock for no additional consideration pursuant to the
anti-dilution rights provisions of the investment. These shares represent the
"full-ratchet" anti-dilution adjustment of the purchase price from $2.00 to
$1.50 per share. Furthermore, each of their warrants was amended to increase the
number of shares issuable under such warrant by 20,833, to provide 50% warrant
coverage of the anti-dilution shares issued. The warrants were also amended to
reduce the exercise price from $3.00 to $2.50 per share and to decrease the
Company's redemption right trading price threshold from $5.00 to $4.00 per
share. The terms of the registration rights agreement were amended to extend the
deadline for the filing and effectiveness of the registration statement to April
14, 2006 and June 28, 2006, respectively, and to amend certain other provisions.

As of April 13, 2006, the Company obtained the consent of the other investors
who purchased units in the Company's October 2005 and January 2006 unit
offerings prior to March 16, 2006 to reflect the amended terms of the offering
as described above. This amendment also adjusts the units to be received upon
the exercise of unit purchase options issued or to be issued in connection with
the October 2005 and January 2006 unit offerings. In May 2006, the Company
issued an aggregate of 523,983 shares to all investors in these offerings in
connection with these amendments. These offerings were terminated as of May 12,
2006. From January 1, 2006 to June 30, 2006, excluding the units sold on January
19, 2006 and the subscriptions receivable recorded in 2005 as described in Note
4 above, the Company has sold 83.84 units in a number of separate transactions,
representing an aggregate purchase price of $4,192,000.

Pursuant to the terms of the Company's engagement of placement agents for the
October 2005 and January 2006 offerings, the Company has the obligation to pay
to each placement agent cash compensation equal to 7% of the


                                       11

<PAGE>

                 SYNOVA HEALTHCARE GROUP, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

gross proceeds received from investors introduced to the Company by the
placement agent and to issue the unit purchase options described in the section
entitled "Unit Purchase Options." With respect to sales made in these offerings
between January 1, 2006 and June 30, 2006, the placement agents are entitled to
receive four-year options to purchase approximately 5.82 units, with each unit
consisting of 33,333 shares of common stock and four-year warrants to purchase
16,666 shares of common stock exercisable at $2.50 per share.

In June 2006, the Company commenced a private placement of its common stock to
investors at a price of $1.50 per share. As of June 30, 2006, the Company sold
an aggregate of 200,000 shares of common stock in this offering and received
$279,000, net of offering expenses of $21,000.

OPTIONS

On January 3, 2006, the Company granted to one of its executive officers an
option to purchase 300,000 shares of the Company's common stock at an exercise
price of $2.78 per share. This option vests as follows: an option to purchase
50,000 shares shall vest on July 3, 2006, an option to purchase an additional
70,000 shares shall vest on January 3, 2007, an option to purchase an additional
100,000 shares shall vest on July 3, 2007 and the balance of the option shall
vest on January 3, 2008. The option is contingent on continued employment and
expires January 3, 2016. In accordance with SFAS No. 123R, the Company has
recorded stock-based compensation expense of $161,100 in connection with the
issuance of this option.

On February 17, 2006, the Company granted to one of its executive officers an
option under the Company's 2005 Equity Incentive Plan (the "Incentive Plan") to
purchase 50,000 shares of the Company's common stock at an exercise price of
$2.67 per share. This option vests in full on February 16, 2007. The option is
contingent on continued employment and expires February 17, 2016. In accordance
with SFAS No. 123R, the Company has recorded stock-based compensation expense of
$36,896 in connection with the issuance of this option.

On February 17, 2006, the Company granted to an employee of the Company an
option under the Incentive Plan to purchase 100,000 shares of the Company's
common stock at an exercise price of $2.67 per share. This option shall vest in
four equal installments annually over each of the first four anniversary dates
of the employee's employment with the Company. The option is contingent on
continued employment and expires February 17, 2016. In accordance with SFAS No.
123R, the Company has recorded stock-based compensation expense of $26,961 in
connection with the issuance of this option.

On February 17, 2006, the Company granted to two of its employees options under
the Incentive Plan to purchase in the aggregate 40,000 shares of the Company's
common stock at an exercise price of $2.67 per share. These options vest in full
on February 17, 2007. The options are contingent on continued employment and
expire February 17, 2016. In accordance with SFAS No. 123R, the Company has
recorded stock-based compensation expense of $29,517 in connection with the
issuance of these options.

On June 27, 2006, the Company granted to an employee of the Company an option
under the Incentive Plan to purchase 4,000 shares of the Company's common stock
at an exercise price of $2.05 per share. This option vests in full on June 27,
2007. The options are contingent upon continued employment and expire June 27,
2016. In accordance with SFAS No. 123R, the Company has recorded stock-based
compensation expense of $68 in connection with the issuance of this option.

In accordance with SFAS No. 123R, the Company recorded $122,019 in stock-based
compensation expense for the portion of options that were granted to employees
and directors in 2005 and vested during the first six months of 2006.

WARRANTS

As part of the units sold in the Company's March 2005 unit offering, the Company
issued warrants to purchase in the aggregate 2,800,000 shares of common stock at
an exercise price of $2.00 per share. The warrants are exercisable by their
holders at any time during the five-year period following their issuance. The
Company may call the warrants for redemption if (a) a registration statement
covering the shares underlying the warrants has been declared effective, and,
(b) during a period of 20 consecutive trading days (i) the average trading price
of the Company's common stock exceeds $5.00 per share and (ii) the average
trading volume of its common stock exceeds


                                       12

<PAGE>

                 SYNOVA HEALTHCARE GROUP, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

50,000 shares. If the holders of the warrants do not exercise the warrants
within a certain period after the Company calls the warrants for redemption, the
Company has the right to purchase the warrants for an amount equal to $0.01 per
warrant. Under certain circumstances, a holder does not have the right to
exercise any portion of the holder's warrant to the extent that, after giving
effect to the share issuance upon exercise, the holder (together with the
holder's affiliates) would beneficially own in excess of 4.99% of the shares of
common stock outstanding immediately after giving effect to the issuance. For
the six months ended June 30, 2006, the Company issued 136,000 shares of common
stock in exchange for certain of these warrants that had been exercised at a
price of $2.00 per share. Net proceeds to the Company from the exercise of those
warrants amounted to $269,280, net of offering costs of $2,720.

As part of the units sold in the Company's January 2006 unit offering, as
amended, during the six months ended June 30, 2006, the Company issued warrants
to purchase in the aggregate approximately 1,713,931 shares of common stock at
an exercise price of $2.50 per share (taking into consideration the amendments
to the January 2006 unit offering described above). These warrants have
substantially the same terms as the warrants issued in the Company's March 2005
unit offering, except that the trading price and volume thresholds for
redemption under these warrants may vary depending on the specific terms of the
warrant.

UNIT PURCHASE OPTIONS

Upon the closing of the private placement of units in connection with the
merger, the Company issued to each of the two placement agents engaged in
connection with such offering a five-year option to purchase up to 3.5 units
sold in the offering at an exercise price of $50,000 per unit. These units have
the same exercise and other terms as those sold in the private placement. The
warrants that may be received upon the exercise of the unit purchase option may
be exercised for five years from the date of the unit purchase option. The
placement agents received registration rights for all shares of common stock
underlying the unit purchase options. The total fair value of these unit
purchase options when issued was $675,500 and was recorded to additional paid-in
capital and stockholders' equity as non-cash offering costs.

Pursuant to the terms of the Company's engagement of placement agents in
connection with the October 2005 and January 2006 unit offerings, the Company
has the obligation to pay to the placement agents at funding of an investment
cash compensation equal to 7% of the gross proceeds received from investors
introduced to the Company by them and to issue them an immediately exercisable
four-year option to purchase 7% of the units purchased by such investors. Each
unit purchase option will have an exercise price of $50,000 and will permit the
holder to acquire units having the same terms as those sold in the offering, as
amended. The warrants that may be received upon the exercise of the unit
purchase option may be exercised for four years from the date of the unit
purchase option. The placement agents have received registration rights for all
shares of common stock that may be issued under the unit purchase options and
the underlying warrants. During the first six months ended June 30, 2006, the
Company is obligated to issue to these placement agents options to purchase in
the aggregate approximately 5.82 units. As of June 30, 2006, the Company has
accrued non-cash offering costs of $283,430 equal to the total fair value of the
Company's unit purchase option obligation.

NOTE 9 - INCOME TAXES

There is no income tax benefit for the losses for the six months ended June 30,
2006 and 2005 since management has determined that the realization of the net
deferred tax asset is not assured and has created a valuation allowance for the
entire amount of such benefits.

NOTE 10 - MAJOR CUSTOMER

The Company's largest customer accounted for $52,801 and $71,544 in gross sales
for the six months ended June 30, 2006 and 2005, respectively, or 24.7% and
32.8% of the Company's gross sales during each of those respective periods. No
net sales or accounts receivable were recorded as a result of gross sales to
this customer during the six months ended June 30, 2006 and 2005. Net sales
consist of gross product sales, net of product returns, costs associated with
temporary price reductions and co-operative advertising expenses.


                                       13

<PAGE>

                 SYNOVA HEALTHCARE GROUP, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

NOTE 11 - COMMITMENTS AND CONTINGENCIES

Except for the commitments and contingencies described elsewhere herein, the
following are the Company's material commitments and contingencies as of June
30, 2006:

The Company leases office space under a lease that expires on November 30, 2011.
The monthly rent obligation during 2006 under this lease is approximately
$9,200.

Under the terms of a distribution agreement between the Company and Common Sense
Ltd., the Company agreed to make an initial purchase of approximately $500,000
in product, scheduled to be delivered in four quarterly installments during
2006. The purchase price for these deliveries is to be paid pursuant to the
payment terms established under the distribution agreement, except that the
Company was required to make, and has made, payment for the initial delivery of
product upon signing of the distribution agreement. Remaining payments during
2006 pursuant to the terms of this initial purchase will amount to approximately
$375,000.

In June 2006, the Company engaged a firm to provide the Company with investor
and public relations services. The agreement is terminable by either party at
any time. The Company agreed to pay this firm a monthly fee of $17,500 in cash.
Additionally, upon execution of the agreement, the Company agreed to issue
200,000 shares of common stock to the firm, of which 100,000 shares shall vest
on the six-month anniversary of the agreement and the remaining 100,000 shares
shall vest on the 12-month anniversary of the agreement, subject in each case to
the firm remaining engaged by the Company under the terms of the agreement on
the vesting date. Until vesting, the firm is not entitled to receive these
shares and cannot assign, exchange, pledge, gift, transfer or otherwise encumber
or dispose of them. As of June 30, 2006, in accordance with EITF 96-18,
Accounting for Equity Instruments That are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling, Goods or Services, the Company
accrued an expense of $30,477 in connection with these obligations.

The Company's $300,000 line of credit and $475,000 term loan with Wachovia Bank
expired on April 28, 2006. The term loan was paid in full at or prior to
maturity and the line of credit has been extended to April 28, 2007. As of June
30, 2006, no amounts were outstanding under the line of credit and it remains
available to be reborrowed in full. See Note 7.

Pursuant to the terms of the Company's engagement of placement agents in
connection with the October 2005 and January 2006 unit offerings, the Company
has the obligation to pay to the placement agents at funding of an investment
cash compensation equal to 7% of the gross proceeds received from investors
introduced to the Company by them and to issue them an immediately exercisable
four-year option to purchase 7% of the units purchase by such investors. See
"Unit Purchase Options" in Note 8. During the first six months ended June 30,
2006, the Company is obligated to issue to these placement agents options to
purchase in the aggregate approximately 5.82 units. As of June 30, 2006, the
Company has accrued non-cash offering costs of $283,430 equal to the total fair
value of the Company's unit purchase option obligation.

NOTE 12 - SUBSEQUENT EVENTS

On July 7, 2006, Synova Healthcare entered into a distribution agreement with
QuantRx Biomedical Corporation ("QuantRx"). The distribution agreement grants to
Synova Healthcare the exclusive right to distribute in North America certain of
QuantRx's hemorrhoid treatment products. Upon execution of the agreement, Synova
Healthcare paid to QuantRx a non-refundable fee of $500,000. The initial term of
the distribution agreement, unless earlier terminated in accordance with the
terms of the distribution agreement, is five years after the first day of the
month immediately following the first shipment of products by Synova Healthcare
to its customers, which first shipment will occur on or before November 1, 2006.
The distribution agreement will automatically renew thereafter for successive
one-year periods unless either party gives notice of termination no later than
60 days prior to expiration of the then-current term. Under the terms of the
distribution agreement, QuantRx is required to supply Synova Healthcare with the
requested amount of products, and Synova Healthcare is required to order certain
minimum quantities of the products. Synova Healthcare's failure to meet such
minimum order requirements will give QuantRx the right to elect to render the
distribution agreement non-exclusive or to terminate the distribution agreement
altogether prior to the end of a term.


                                       14

<PAGE>

                 SYNOVA HEALTHCARE GROUP, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

In July 2006, the Company commenced an offering of up to $2,000,000 in aggregate
principal amount of convertible bridge notes and related warrants. The
convertible bridge notes are unsecured obligations of the Company, are being
sold at 100% of principal amount and bear interest at 12% per year. All
principal and unpaid and accrued interest under the convertible bridge notes
will be due and payable upon the earlier of (i) 180 days from the original
issuance date of the convertible bridge notes or (ii) the first date on which
funds are advanced to the Company or any affiliate pursuant to any sale of the
Company's securities resulting in gross proceeds to the Company of at least $15
million. The convertible bridge notes are convertible into common stock at a
conversion price of $2.00 per share, subject to adjustment.

Simultaneous with the delivery of convertible bridge notes to an investor, the
Company must also issue to such investor warrants to purchase a number of shares
of common stock equal to 30% of the principal amount of Notes purchased by the
investor divided by $3.00, subject to adjustment as provided in the warrant.
Each warrant has an exercise price of $3.00 per share, subject to adjustment,
and expires two years after the date of issuance. As of August 2, 2006, the
Company received $567,000 in proceeds from the sale of $600,000 in aggregate
principal amount of the convertible bridge notes and warrants, net of offering
expenses of $33,000.


                                       15

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

          All references in this Quarterly Report on Form 10-QSB to "we," "our,"
"us," or the "Company," or words of similar import, mean Synova Healthcare
Group, Inc., a Nevada corporation, and our two consolidated Delaware
subsidiaries, Synova Healthcare, Inc., which is wholly owned by Synova
Healthcare Group, Inc., and Synova Pre-Natal Healthcare, Inc. ("Synova
Pre-Natal"), which is wholly owned by Synova Healthcare, Inc. Unless otherwise
stated, all share and per share amounts regarding shares of Synova Healthcare,
Inc. have been appropriately adjusted to reflect our merger with Synova
Healthcare, Inc. on February 10, 2005.

FORWARD-LOOKING INFORMATION

          Except for the historical information presented herein, the matters
discussed in this Quarterly Report contain "forward-looking statements" that
relate to future events or future financial performance. These statements can be
identified by the use of forward-looking terminology such as "believes,"
"plans," "intends," "scheduled," "future," "potential," "continue," "estimates,"
"hopes," "goal," "objective," "expects," "may," "should," "could" or
"anticipates" or the negative thereof or other variations thereon or comparable
terminology, or by discussions of strategy that involve risks and uncertainties.
We caution you that no statements contained in this annual report should be
construed as a guarantee or assurance of future performance or results. These
forward-looking statements involve risks and uncertainties, including those
discussed in this section and elsewhere throughout this quarterly report, as
well as the risks and uncertainties described in our Registration Statement on
Form SB-2 (File No. 333-123498), as declared effective by the Securities and
Exchange Commission (the "SEC") on May 22, 2006, as amended (the "Registration
Statement"). The actual results that we achieve may differ materially from any
forward-looking statements due to the effect of such risks and uncertainties.
These forward-looking statements are based on current expectations, and, except
as required by law, we assume no obligation to update this information whether
as a result of new information, future events or otherwise. Readers are urged to
carefully review and consider the various disclosures made by us in this
Quarterly Report, in our Annual Report on Form 10-KSB for the year ended
December 31, 2005, the Registration Statement, and in our other reports filed
with the Securities and Exchange Commission, that attempt to advise interested
parties of the risks that may affect our business, financial condition and
results of operations.

HISTORY AND BACKGROUND

          The Company was incorporated in the State of Nevada on September 1,
1998 under the name Centaur Capital Group, Inc. The Company changed its name to
Advanced Global Industries Corporation on June 13, 2002. From the time of its
formation until its acquisition of Synova Healthcare, Inc., the Company was a
development stage company with no active business. Its business operations
during the period were limited to raising capital for its business, which was
abandoned in 2001.

          On January 13, 2005, the Company entered into a merger agreement with
Synova Healthcare, Inc. In connection with the merger, on January 12, 2005, the
Company changed its name to Synova Healthcare Group, Inc. On February 10, 2005,
the Company's wholly owned subsidiary, Synova AGBL Merger Sub, Inc., a Delaware
corporation, merged with Synova Healthcare, Inc., with Synova Healthcare, Inc.
surviving the merger. The merger has been accounted for as a reverse purchase
acquisition because former stockholders of Synova Healthcare, Inc. obtained a
majority of the outstanding shares of the Company's common stock in connection
with the merger. The accompanying consolidated financial statements of the
Company reflect the historical results of Synova Healthcare, Inc. The
description of the Company's business in this Management's Discussion and
Analysis of Financial Condition and Results of Operations is the business
previously conducted and to be conducted by Synova Healthcare, Inc.

          In February 2005, the Company commenced a private offering of units to
raise up to an aggregate of $3,500,000. Each unit consists of 50,000 shares of
our common stock and a warrant to purchase 40,000 shares of our common stock,
and was sold for a purchase price of $50,000 per unit. The warrants are
exercisable at $2.00 per share and, subject to certain rights the Company has to
call the redemption of the warrants, expire five years from the date of
issuance. The unit offering closed on March 22, 2005, raising an aggregate of
$3,500,000 by selling an aggregate of 70 units. In connection with this private
offering, the Company agreed to register for resale the shares issued to the
investors in the unit offering, as well as the shares underlying the warrants
issued in the offering and


                                       16

<PAGE>

shares underlying certain options awarded to the placement agents in the unit
offering. The registration statement filed for this purpose was first declared
effective by the SEC on August 12, 2005, and a post-effective amendment to this
registration statement was declared effective on May 22, 2006. The primary
purpose of the merger and unit offering structure was to enable the Company to
raise funds that it would initially need to develop and grow its business.

          In October 2005, we commenced a second offering of units to raise up
to an aggregate of $7,000,000. Each unit consisted of 25,000 shares of our
common stock and warrants to purchase 12,500 shares of our common stock, and was
sold at a purchase price of $50,000 per unit. These warrants were exercisable at
$4.00 per share, and subject to our right to call the redemption of the warrants
under certain conditions, had a term of two years following their issuance. In
connection with this private offering, we agreed to register for resale the
shares issued to the investors in the unit offering, as well as the shares
underlying the warrants issued in the offering and shares underlying certain
options awarded to the placement agents in the unit offering. The terms of this
offering have been modified as described in " - Liquidity and Capital Resources
- Capital Resources." This offering was terminated on May 12, 2006.

BUSINESS OVERVIEW

          We are focused on the development, distribution, marketing and sales
of non-invasive medical diagnostic tests that allow consumers and healthcare
professionals alike to rapidly and accurately diagnose and monitor the onset of
certain medical conditions. We currently are concentrating our efforts in the
women's health care sector. Our goal, where appropriate, is to supplant
traditional, more invasive diagnostic testing techniques, such as blood or serum
tests, by offering a rapid and accurate, less invasive, and more cost effective
test alternative for use at the very point where its use is desired - either
in-home or at a healthcare provider's office - by consumers and clinicians.

          We currently market and sell under the brand names MenoCheck(R) and
MenocheckPro(R) in-home and in-office non-invasive diagnostic tests used to
detect and diagnose the onset of menopause. In the second quarter of 2006, we
expanded our product portfolio by introducing Fem-V(TM), a non-invasive
diagnostic test designed to assist women in detecting and diagnosing the
presence of vaginal infections. We are also jointly developing with BioPad Ltd.
a non-invasive fetal monitor for expectant mothers. Furthermore, in 2006 we have
signed distribution agreements with other medical device manufacturers to
develop for us additional products to expand our women's health care line. We
continue to identify and develop additional non-invasive diagnostic product
opportunities, and we are committed to building a portfolio of these products.

          We distribute and sell our over-the-counter, or OTC, products to
retail customers through drug stores, grocery stores and other retail outlets.
Our point of care, or POC, products are also distributed to patients by medical
professionals through medical supply companies. We presently market and sell our
products only in the United States.

     Existing Products

          MenoCheck(R) and MenocheckPro(R). MenoCheck(R) and MenocheckPro(R),
are in-home and in-office, respectively, non-invasive urine tests for use in
detecting and diagnosing the onset of menopause. MenoCheck(R) is an OTC product
that enables women to easily and accurately determine whether they have entered
the menopausal stage of their lives. MenoCheck(R) functions in a manner similar
to the OTC pregnancy tests that are commonly used today. MenocheckPro(R) is an
FDA-approved diagnostic for POC testing that enables physicians to quickly and
accurately determine whether their patients have entered menopause.

          Fem-V(TM). In the second quarter of 2006, we began to distribute and
sell the Fem-V(TM) Vaginal Infection Test. This product is a convenient,
easy-to-use non-invasive self-test for women who believe their vaginal discharge
to be abnormal and who suspect the presence of a vaginal infection. Fem-V(TM)
has been developed in a convenient pantiliner design, with a removable
diagnostic test strip. This test is intended to give an initial indication
regarding the potential causes of abnormal vaginal discharge and assists women
in determining whether a doctor visit is required, or whether an
over-the-counter treatment may be considered for the treatment of the symptoms.


                                       17

<PAGE>

     New Business Development

          The ongoing introduction of new products and the expansion of our
product portfolio is a key strategic objective for us, and is considered
critical to our long-term success. All of our net sales for 2005, and
approximately 92% of our net sales during the first six months of 2006, were
derived from sales of our MenoCheck(R) and MenocheckPro(R) products. We believe
that, in order to be successful, we must develop additional products for sale
through our points of distribution. Therefore, a substantial amount of
management time and effort was expended in the first six months of 2006, and
will be spent in the future, to enter into distribution agreements with
companies that develop or manufacture products that are consistent with our
strategy. As a result of our efforts, through June 30, 2006, we entered into the
following distribution agreements with respect to products we intend to develop
and market in the future:

               o    BioPad Ltd.: We and BioPad Ltd., an early stage Israeli
                    research and development company, have agreed to jointly
                    develop a non-invasive fetal monitoring medical device. We
                    will be the exclusive distributor of this product in the
                    United States, Canada and Mexico. We also hold a right of
                    first offer in all other global geographic territories.

                    In connection with this distribution agreement, on January
                    31, 2006, through Synova Pre-Natal, we acquired 25% of the
                    issued and outstanding ordinary shares of BioPad on a
                    fully-diluted basis, excluding options to purchase up to 10%
                    of BioPad's ordinary shares that may be granted to employees
                    of BioPad, for $2.63 million in cash. The cash purchase
                    price was paid in several installments into an escrow
                    account, with the final installment of approximately $1.9
                    million paid into escrow on January 31, 2006 in connection
                    with the closing of the share purchase. Amounts may be
                    released from escrow to BioPad upon the completion of
                    specific milestones and otherwise as set forth in the terms
                    of the share purchase agreement.

                    In March 2006, Synova Pre-Natal and BioPad successfully
                    completed the development and testing of a data logging
                    system for use with the non-invasive fetal monitor. The data
                    logging system is an integral part of the fetal monitor's
                    ability to collect and integrate data from multiple sources,
                    including ultrasound, and the completion of this system
                    satisfied a necessary first step to the development and
                    marketing of this product.

               o    QuantRx Biomedical Corporation. Formerly known as A-Fem
                    Medical Corporation, QuantRx, as an outsourced development
                    partner, is developing certain products on our behalf that
                    we expect will allow us to expand our non-invasive
                    diagnostic portfolio in the women's health care industry.
                    QuantRx has access to proprietary technology and the
                    manufacturing capacity to rapidly develop and efficiently
                    produce non-invasive diagnostic tests for both the OTC and
                    POC distribution channels. In the third quarter of 2006, we
                    entered into a distribution agreement with QuantRx giving
                    us, for a period of approximately five years, the exclusive
                    right to distribute, market and sell an OTC product designed
                    to treat and provide relief from hemorrhoids. Upon signing
                    this agreement, we paid QuantRx a non-refundable cash fee of
                    $500,000.

               o    Ovulation Tester, LLC. In the third quarter of 2006, we
                    entered into a distribution agreement with Ovulation Tester,
                    LLC to market and sell its ovulation testing products.

          There can be no assurance that we will be successful in selling any of
the above products, or that we will generate enough sales from the sale of these
products to recover our significant investment of our resources in these
relationships. Management expects to continue to expend a substantial amount of
time and effort pursuing other opportunities to obtain rights to sell products
through our points of distribution. Also, the markets for these products are
characterized by evolving industry and regulatory requirements which may result
in product or technology obsolescence. There can be no assurance that we can
successfully identify new product opportunities and develop and bring new
products and services to the market in a timely manner. Furthermore, we have had
little historical operating background in this business, and thus the likelihood
that we may succeed at these efforts cannot presently be determined.


                                       18

<PAGE>

          Management expects that it will pursue other licensing or acquisition
opportunities in the future as part of its business development efforts. There
can be no assurance that we will be able to complete any such opportunities or
that we will have the funds or other capital necessary to complete any such
acquisitions.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

          We prepared our consolidated financial statements in conformity with
accounting principles generally accepted in the United States. As such, we are
required to make certain estimates, judgments and assumptions that we believe
are reasonable based upon the information available. These estimates and
assumptions that we believe are reasonable are based upon the information
available at the time the estimates or assumptions are made. These estimates and
assumptions affect the reported amounts of assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the periods presented. The significant accounting polices which we
believe are the most critical to aid in fully understanding and evaluating our
reported financial results include the following:

          Revenue Recognition. We sell our products to a number of leading
national and regional retailers and wholesalers, both directly and through the
services of external sales brokers. In accordance with SEC Staff Accounting
Bulletin No. 104, Revenue Recognition, we recognize revenue when:

               o    persuasive evidence of a customer or distributor arrangement
                    exists or acceptance occurs;

               o    a retailer, distributor or wholesaler receives the goods;

               o    the price is fixed or determinable; and

               o    collectibility of the sales revenues is reasonably assured.

          Subject to these criteria, except with respect to retailers,
distributors or wholesalers that buy products from us on pay-on-scan terms and
except as otherwise described below, we will generally recognize revenue at the
time its merchandise is received by the retailer, distributor or wholesaler.

          We recognize revenue from pay-on-scan sales when we are notified of
the sales of goods by the retailer to its customer through weekly sales data.

          Another exception to our general revenue recognition policy stated
above exists when we have entered into an arrangement with a retailer,
wholesaler or distributor that has the right to return to us any product that
was not sold or otherwise failed to meet the customer's expectations. Under
these terms, the sale of product to the retail customer would be considered
contingent upon the retail customer's resale of the product to its customer.
Therefore, the recognition of revenue upon actual shipment of product to such
retail customer is not permitted in accordance with SAB 104 until the retail
customer's actual resale of the product. We are generally notified of sales by
these retailers through a third party's publication of weekly sales data.

          Based on the monitoring of sales activity and the reordering patterns
of our major customers, we have at this time established an allowance for
returned product. We have experienced returns in the normal course of business
and expect to do so in future periods. We will continue to monitor sales
activity and our customer ordering patterns to determine in the future whether
the return allowance amount is reasonable based upon actual and expected return
activity.

          Allowance for Doubtful Accounts. We consider accounts receivable to be
fully collectible; accordingly, we have not provided for an allowance for
doubtful accounts. As amounts become uncollectible, they will be charged to an
allowance or operations in the period when a determination of uncollectibility
is made. Any estimates of potentially uncollectible customer accounts receivable
will be made based on an analysis of individual customer and historical
write-off experience. Our analysis includes the age of the receivable,
creditworthiness and general economic conditions. We believe the results could
be materially different if historical trends do not reflect actual results or if
economic conditions worsen.


                                       19

<PAGE>

          Inventory and Product Return Allowance. Inventory consists of
diagnostic medical devices and is stated at the lower of cost -- determined by
the first-in, first-out method -- or market. An allowance has been provided for
expired product and product which will expire within 120 days from June 30,
2006.

          We have a formal policy for returns, solely for unsaleable product. We
use a return allowance procedure to issue authorizations to retailers to destroy
or return damaged or expired product. This ensures that we can effectively
govern and oversee the amounts and reasons for any return of unsaleable product.
The method we use to determine return exposure for unsaleable product in a
distribution channel consists of analyzing the orders from our customers to
ensure they correlate with the product movement at the point of sale. In order
to do this effectively, many different factors are considered, including:

          o    Ex-factory sales analysis

               o    We assess the size and frequency of the orders, by customer.

               o    We verify that the size and frequency of the orders
                    correlate with our current channel estimates.

          o    Point-of-Sale Analysis

               o    We receive actual sales information from our customers,
                    either directly or indirectly.

               o    We receive indirect customer sales information from two
                    different data sources.

          o    Metric Analysis

               o    Using data obtained from similar customers, we are able to
                    reasonably estimate point-of-sale levels at a retailer that
                    does not report sales.

               o    We use a metric, such as estimated units sold per store or
                    retailer, upon which we base our estimates.

               o    We validate these estimates with reports that we obtain from
                    the retailer.

          o    Business Planning

               o    Each year we establish a business plan for each customer,
                    which includes sales estimates and cooperative advertising
                    estimates.

               o    When we assess inventory levels, we also consider upcoming
                    promotional activities and co-operative advertising
                    initiatives, as these efforts may cause periodic increases
                    in sales.

                         o    For example, if a retailer is having a promotion
                              to drive sales, we can reasonably expect based on
                              prior experience that the retailer will order more
                              product during that period.

                         o    Similarly, historical evidence suggests that when
                              we launch major marketing initiatives, we cause
                              sales to rise at the point of sale.

                         o    As a result of these efforts, existing inventory
                              for the channel would normally diminish, which
                              would trigger an increase in order activity from
                              channel customers.

          Using the above information, along with management guidance, we can
readily determine exposure due to returns that may result from unsaleable
product and record an allowance for product returns, if deemed necessary.

          Impairment of Long-Term Investments. Beginning in fiscal year 2006, we
will evaluate our long-term investment, namely our interest in BioPad, for
impairment on an annual basis or more frequently if required. The impairment, if
any, is measured by the difference between the carrying amount of this
investment and its fair value, based on the best information available,
including discounted cash flow analysis or other financial metrics that
management utilizes to help determine fair value. Judgments made by management
related to the fair value of our long-term investments are affected by factors
such as the ongoing financial performance of the investment and additional
capital raises by the investee, as well as general changes in the economy. We
did not have any investments that required an evaluation for impairment as of
June 30, 2006.

          Advertising Expenses. Advertising costs are expensed as incurred. In
accordance with Statement of Position 93-7, Reporting on Advertising Costs,
prepaid advertising represents advertising distribution and monitoring costs
with respect to advertisements in various media that have not yet aired.


                                       20

<PAGE>

          We treat temporary price reduction programs, or TPRs, merchandising
fees, co-operative advertising and slotting expenses as a reduction to our gross
sales. We record the liability for temporary price reduction expenses when
persuasive evidence exists that we and the customer or distributor have reached
agreement and that an advertising action will result in an expense to us in the
near future. The liability is maintained until the customer takes the deduction
against payments due. In addition, in accordance with Emerging Issues Task Force
("EITF") Issue No. 01-09, Accounting for Consideration Given by a Vendor to a
Customer, if the TPR recorded is in excess of gross sales for any retailer, the
amount in excess will be recorded as a marketing expense.

          EITF 01-09 requires that cash consideration, including sales
incentives, given by a vendor to a customer is presumed to be a reduction of the
selling price and, therefore, should be characterized as a reduction to gross
sales. This presumption is overcome and the consideration would be characterized
as an expense incurred if the vendor receives an identifiable benefit in
exchange for the consideration and the fair value of that identifiable benefit
can be reasonably estimated. Furthermore, under EITF 01-09, if the consideration
recorded is in excess of gross sales for any retailer, the amount in excess will
be recorded as a marketing expense.

          Stock-Based Compensation. In 2005, we accounted for stock-based
compensation in accordance with Statement of Financial Accounting Standards
("SFAS") No. 123, Accounting for Stock-Based Compensation, which for employee
stock options permitted the use of the intrinsic value method described in
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees.

          As of January 1, 2006, SFAS No. 123 (revised 2004), Share-Based
Payment, has eliminated our ability to account for stock-based compensation
transactions effected after January 1, 2006 using the intrinsic value method
under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees. SFAS No. 123R requires instead that such transactions be accounted
for using a fair-value-based method. See Note 3 of the Notes to Consolidated
Financial Statements.

RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 2006 COMPARED TO THREE
MONTHS ENDED JUNE 30, 2005

          Net Sales. The following table sets forth information regarding our
total gross and net sales for the three months ended June 30, 2006 and 2005
categorized by customer type and on an aggregate basis.

                      GROSS AND NET SALES BY CUSTOMER TYPE

                                                      FOR THE THREE MONTHS ENDED
                                                               JUNE 30,
                                                      --------------------------
                                                            2006       2005
                                                          --------   --------
OTC SALES:
Gross OTC sales....................................       $ 87,854   $102,725
Less:
   Damages and other returns.......................         20,655     19,657
   Co-operative advertising........................         14,404     53,011
   Coupons, rebates and Promotions.................            186      1,175
                                                          --------   --------
Net OTC sales......................................       $ 52,609   $ 28,882
                                                          ========   ========
POC SALES:
Gross POC sales....................................       $ 17,360   $ 35,550
Less:
   Damages and other returns.......................            159         30
                                                          --------   --------
Net POC sales......................................       $ 17,201   $ 35,520
                                                          ========   ========
TOTAL SALES:
Gross Sales........................................       $105,214   $138,275
Net Sales..........................................       $ 69,810   $ 64,402


                                       21

<PAGE>

Net sales consist of product sales, net of product returns, costs associated
with TPRs and co-operative advertising expenses. Net sales increased $5,408 or
8.4%, to $69,810 for the three months ended June 30, 2006, from $64,402 for the
three months ended June 30, 2005.

          Our net sales from the three months ended June 30, 2005 to the same
period in 2006 distinguished by customer type were as follows:

                    OTC. Net OTC sales increased by $23,727, or 82.1%, to
          $52,609 for the three months ended June 30, 2006, from $28,882 for the
          three months ended June 30, 2005. The increase resulted primarily from
          a smaller amount of co-operative advertising expense associated with
          such sales, partially offset by lower gross sales due to delays in the
          shipment of product from one of our suppliers in the second quarter of
          2006.

                    POC. Net POC sales decreased by $18,319, or 51.6%, to
          $17,201 for the three months ended June 30, 2006, from $35,520 for the
          three months ended June 30, 2005. POC sales were higher in the 2005
          period due to a decrease in the 2006 period in the amount of products
          ordered by the largest distributor of POC products following the
          distributor's initial order from us in 2005.

          Cost of Net Sales. Cost of net sales increased by $11,660, or 43.3%,
to $38,617 for the three months ended June 30, 2006, from $26,957 for the three
months ended June 30, 2005. Cost of net sales as a percentage of net sales
increased to 55.3% for the three months ended June 30, 2006, from 41.9% for the
three months ended June 30, 2005. The increase in cost of net sales as a
percentage of net sales was the result of costs associated with an increase in
inventory reserves caused by a decrease in inventory turnover during the period.

          Selling and Marketing Expenses. Selling and marketing expenses
increased by $612,478, or 130%, to $1,084,144 for the three months ended June
30, 2006, from $471,666 for the three months ended June 30, 2005. The increase
in selling and marketing expenses from period to period reflected an increase in
advertising initiatives directed at the OTC market, including an increase in
public relations, Internet marketing, product research and marketing research
expense.

          Personnel Expenses. Personnel expenses represent salaries, wages and
other costs associated with our employees (other than our directors), and these
expenses increased $320,544, or 184%, to $494,628 for the three months ended
June 30, 2006, from $174,084 for the three months ended June 30, 2005. This
increase resulted primarily from our increase in our headcount to eight
full-time employees by June 30, 2006, including the hiring of two executive
officers and two additional officers, as compared to four full-time employees at
June 30, 2005, as well as from the recognition as personnel expenses of the fair
value of equity compensation issued to our employees during the three months
ended June 30, 2006 that we were required to expense under SFAS No. 123R. This
stock-based compensation expense totaled $196,612 for the three months ended
June 30, 2006 and was recognized in connection with the grant of options to
certain of our executive officers and key employees. Because we were not
required to adopt SFAS No. 123R until January 1, 2006, we did not incur any
stock-based compensation expense during the three months ended June 30, 2005.

          General and Administrative Expenses. General and administrative
expenses increased $466,450, or 308%, to $617,952 for the three months ended
June 30, 2006, from $151,502 for the three months ended June 30, 2005. The
increase in general and administrative expenses resulted primarily from (i) an
increase in professional, legal and accounting expenses associated with being a
public company, including the preparation of quarterly and annual reports and
registration statements and the audit of our 2005 financial statements, (ii)
operating and administrative costs associated with our increased headcount,
and (iii) accrued penalties incurred under certain of our registration rights
agreements.

          Operating Loss. Our operating loss increased by $1,405,724, or 185%,
to $2,165,531 for the three months ended June 30, 2006, from $759,807 for the
three months ended June 30, 2005. Most of this increase in our operating loss
was attributable to the increase in selling and marketing expenses, personnel
expenses and general and administrative expenses discussed above, as well as the
recognition of stock-based compensation expense for options granted during the
three months ended June 30, 2006 in accordance with SFAS No. 123R.


                                       22

<PAGE>

          Equity in Loss of Unconsolidated Affiliate. On January 31, 2006, we
acquired a 25% interest in BioPad. Under the equity method of accounting, we are
required to recognize a pro rata portion of the income or loss that is
ultimately recognized by BioPad as an item of income or expense, respectively,
on our statement of operations. As a result, we recognized an expense of
$133,855 for the three months ended June 30, 2006, which represented 25% of
BioPad's quarterly loss of $348,565 along with amortization of intangible
assets. We did not recognize any expense for the three months ended June 30,
2005 because we did not account for this interest in BioPad under the equity
method until we completed the acquisition of BioPad in the first quarter of
2006.

          Net Loss. Our net loss increased by $1,535,224, or 201%, to $2,298,764
for the three months ended June 30, 2006, from $763,540 for the three months
ended June 30, 2005. This increase occurred primarily as a result of the
increase in our operating loss from period to period, as well as the recognition
of loss associated with our investment in BioPad.

RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO SIX MONTHS
ENDED JUNE 30, 2005

          Net Sales. The following table sets forth information regarding our
total gross and net sales for the six months ended June 30, 2006 and 2005
categorized by customer type and on an aggregate basis.

                      GROSS AND NET SALES BY CUSTOMER TYPE

                                                        FOR THE SIX MONTHS ENDED
                                                                 JUNE 30,
                                                        ------------------------
                                                             2006       2005
OTC SALES:                                                 --------   --------
Gross OTC sales......................................      $181,058   $175,311
Less:
   Damages and other returns.........................        48,734     22,511
   Co-operative advertising..........................        48,755    126,678
   Coupons, rebates and Promotions...................           952      1,175
                                                           --------   --------
Net OTC sales........................................      $ 82,617   $ 24,947
                                                           ========   ========
POC SALES:
Gross POC sales......................................      $ 32,755   $ 43,050
Less:
   Damages and other returns.........................           609         30
                                                           --------   --------
Net POC sales........................................      $ 32,146   $ 43,020
                                                           ========   ========
TOTAL SALES:
Gross Sales..........................................      $213,813   $218,361
Net Sales............................................      $114,763   $ 67,967

Net sales consist of product sales, net of product returns, costs associated
with TPRs and co-operative advertising expenses. Net sales increased $46,796, or
68.9%, to $114,763 for the six months ended June 30, 2006, from $67,967 for the
six months ended June 30, 2005.

          Our net sales from the first six months of 2005 to the same period in
2006 distinguished by customer type were as follows:

                    OTC. Net OTC sales increased by $57,670, or 231%, to $82,617
          for the six months ended June 30, 2006, from $24,947 for the six
          months ended June 30, 2005. The increase resulted primarily from an
          increase in our gross sales from period to period and a smaller amount
          of co-operative advertising expense associated with such sales,
          partially offset by an increase in damages and returns from period to
          period.


                                       23

<PAGE>

                    POC. Net POC sales decreased by $10,874, or 25.3%, to
          $32,146 for the six months ended June 30, 2006, from $43,020 for the
          six months ended June 30, 2005. Net sales during the first six months
          of 2005 were higher than the same period in 2006 due to a decrease in
          the amount of products ordered by the largest distributor of POC
          products following the distributor's initial order from us in 2005,
          offset by additional net sales generated through new POC distributors
          during the first six months of 2006.

          Cost of Net Sales. Cost of net sales increased by $19,407, or 44.0%,
to $63,356 for the six months ended June 30, 2006, from $43,949 for the six
months ended June 30, 2005. Cost of net sales as a percentage of net sales
decreased to 55.2% for the six months ended June 30, 2006 from 64.7% for the six
months ended June 30, 2005. The decrease in cost of net sales as a percentage of
net sales was the result of increasing gross sales and decreasing co-operative
advertising costs associated with such gross sales, which advertising costs are
subtracted from gross sales to arrive at net sales.

          Selling and Marketing Expenses. Selling and marketing expenses
increased by $1,184,660, or 123%, to $2,144,573 for the six months ended June
30, 2006, from $959,913 for the six months ended June 30, 2005. The increase in
selling and marketing expenses reflected an increase in advertising research
initiatives directed at the OTC market, including an increase in public
relations, Internet marketing, product and marketing research expense for new
products.

          Personnel Expenses. Personnel expenses represent salaries, wages and
other costs associated with our employees (other than our directors), and these
expenses increased $671,749, or 226%, to $968,587 for the six months ended June
30, 2006, from $296,838 for the six months ended June 30, 2005. This increase
resulted primarily from our increase in our headcount to eight full-time
employees by June 30, 2006, including the hiring of two executive officers and
two additional officers, as compared to four full-time employees at June 30,
2005, as well as from the recognition as personnel expenses of the fair value of
equity compensation issued to our employees during the six months ended June 30,
2006 that we were required to expense under SFAS No. 123R. This stock-based
compensation expense totaled $360,621 for the six months ended June 30, 2006 and
was recognized in connection with the grant of options to certain of our
executive officers and key employees. Because we were not required to adopt SFAS
No. 123R until January 1, 2006, we did not incur any stock-based compensation
expense during the six months ended June 30, 2005.

          General and Administrative Expenses. General and administrative
expenses increased $489,216, or 102%, to $968,521 for the six months ended June
30, 2006, from $479,305 for the six months ended June 30, 2005. The increase in
general and administrative expenses resulted primarily from (i) an increase in
professional, legal and accounting expenses associated with being a public
company, including the preparation of quarterly and annual reports and
registration statements and the audit of our 2005 financial statements, (ii)
operating and administrative costs associated with our increased headcount,
(iii) stock-based compensation required to be expensed under SFAS No. 123R in
connection with the grant of options to certain of our directors in the second
quarter of 2005, and (iv) accrued penalties incurred under certain of our
registration rights agreements.

          Operating Loss. Our operating loss increased by $2,318,236, or 135%,
to $4,030,274 for the six months ended June 30, 2006, from $1,712,308 for the
six months ended June 30, 2005. Most of this increase in our operating loss was
attributable to the increase in selling and marketing expenses, general and
administrative expenses and personnel expenses discussed above, as well as the
recognition of stock-based compensation expense for options granted during the
six months ended June 30, 2006 in accordance with SFAS No. 123R.

          Equity in Loss of Unconsolidated Affiliate. On January 31, 2006, we
acquired a 25% interest in BioPad. Under the equity method of accounting, we are
required to recognize a pro rata portion of the income or loss that is
ultimately recognized by BioPad as an item of income or expense, respectively,
on our statement of operations. As a result, we recognized an expense of
$246,119 for the six months ended June 30, 2006, which represented 25% of
BioPad's year-to-date loss of $610,771. We did not recognize any expense for the
six months ended June 30, 2005 because we did not account for this interest in
BioPad under the equity method until we completed the acquisition of BioPad in
the first quarter of 2006.

          Net Loss. Our net loss increased by $2,631,909, or 152%, to $4,360,859
for the six months ended June 30, 2006, from $1,728,950 for the six months ended
June 30, 2005. This increase occurred primarily as a result of the


                                       24

<PAGE>

increase in our operating loss and interest expense from period to period, as
well as the recognition of loss associated with our investment in BioPad.

LIQUIDITY AND CAPITAL RESOURCES

          Cash on Hand. As of June 30, 2006, we had $118,738 in cash on hand
compared to $825,308 in cash on hand as of June 30, 2005. Of the $118,738 cash
on hand as of June 30, 2006, however, $71,588 was restricted because it served
as collateral for certain of our indebtedness and a letter of credit issued in
connection with our lease of our principal executive offices. The decrease in
cash on hand of $706,570 from June 30, 2005 resulted from our repayment of debt
and cash used in our operating and investing activities, offset by net proceeds
received from our unit offerings and exercises of common stock purchase
warrants.

          Cash Used in Operating Activities. Our operating activities used
$2,199,784 in cash for the six months ended June 30, 2006, as compared to
$2,034,112 in cash used in our operating activities for the six months ended
June 30, 2005. This differential was primarily attributable to our increase in
net loss from period to period, offset by:

               o    increases in accounts payable and accrued expenses of
                    $1,564,552 due to corporate public relations initiatives,
                    marketing expenses associated with our MenoCheck(R) and
                    Fem-V(TM) products, increased legal and accounting
                    expenses, and registration rights agreement penalties;

               o    the recognition of $376,561 in stock-based compensation as a
                    result of our adoption of SFAS No. 123R as of January 1,
                    2006;

               o    the recognition of $246,119 representing our equity in the
                    loss of BioPad on our financial statements during the first
                    six months of 2006;

               o    an increase in inventory of $189,054 related to the rollout
                    of our Fem-V(TM) product in the second quarter of 2006; and

               o    an increase in accounts receivable of $24,891 due to higher
                    net sales during the first six months of 2006 as compared to
                    2005.

          Cash Used in Investing Activities. For the six months ended June 30,
2006, we used cash of $1,899,180 in our investing activities. Most of this
expense was attributable to our investment in BioPad in the first quarter of
2006. We also invested in computer and office equipment for our personnel during
the first quarter of 2005 and 2006.

          Cash Provided by Financing Activities. Financing activities provided
cash of $4,013,126 for the six months ended June 30, 2006, compared to
$2,853,333 in cash provided for the six months ended June 30, 2005. The increase
in financing activity cash occurred primarily because of our capital raising
activities in the first quarter of 2006. During the six months ended June 30,
2006, we received $3,654,291 in net proceeds for the issuance of units in our
October 2005 and January 2006 unit offerings, and $269,290 of net proceeds
pursuant to the exercise of warrants. We used the net proceeds from these
capital raising efforts to repay $200,000 outstanding under our line of credit
and $711,085 of other loans payable during the six months ended June 30, 2006.

          Capital Resources. As of June 30, 2006, our working capital deficit
was $2,292,948, which was an increase in this deficit of $1,150,654 from a
working capital deficit of $1,142,294 as of December 31, 2005. This increase in
working capital deficit is primarily a result of the losses incurred for the six
months ended June 30, 2006 and our investment in BioPad.

          In January 2006, we sold $500,000 of units consisting of 25,000 shares
of our common stock and a warrant to purchase 12,500 shares of our common stock
with a purchase price of $50,000 per unit. These warrants were exercisable at
$3.00 per share, and, and subject to certain rights we have to call the
redemption of the warrants, had a term of five years following their issuance.
In connection with this private offering, we agreed to register for resale the
shares issued to the investors in the unit offering, as well as the shares
underlying the warrants issued in the offering and shares underlying certain
options awarded to the placement agents in the unit offering. As a result of


                                       25

<PAGE>

this offering, we amended the terms of the securities sold in the October 2005
unit offering to match substantially all of the terms of the units sold to the
investors in January 2006.

          On March 16, 2006, we amended the terms of the units we sold in
January 2006. Each unit was modified to consist of 33,333 shares of common stock
and a warrant to purchase 16,666 shares of common stock at an exercise price of
$2.50 per share, subject to adjustment. The purchasers of units in January 2006
were issued in the aggregate 83,332 shares of common stock for no additional
consideration. These shares represent a "full-ratchet" anti-dilution adjustment
of the purchase price from $2.00 to $1.50 per share. Furthermore, the warrants
subscribed for by these purchasers were amended to increase the number of shares
issuable under them by an aggregate of 41,666, to provide 50% warrant coverage
of the anti-dilution shares issued. The warrants were also amended to reduce the
exercise price from $3.00 to $2.50 per share and to decrease the redemption
right trading price threshold from $5.00 to $4.00 per share. In April 2006, we
amended the terms of the offering for all other investors who purchased units in
the October 2005 and January 2006 offerings prior to March 2006 to reflect these
amended terms, and issued an aggregate of 523,983 shares to these investors in
connection with this amendment.

          As part of the units sold in the February 2005 unit offering, the
Company issued warrants to purchase in the aggregate 2,800,000 shares of common
stock at an exercise price of $2.00 per share. For the six months ended June 30,
2006, we issued 136,000 shares of common stock in exchange for warrants that had
been exercised at a price of $2.00 per share. Net proceeds to the Company from
the exercise of those warrants amounted to $269,280, net of offering costs of
$2,720.

          On March 28, 2006, and under the terms of the January 2006 unit
offering as amended on March 16, 2006, we sold 30 units to an investor in a
private placement at a purchase price of $50,000 per unit, amounting to gross
cash proceeds of $1.5 million from this investment. We have entered into a
registration rights agreement with this investor that requires us to file a
registration statement by April 14, 2006 covering the resale of the shares of
common stock purchased by the investor and underlying these warrants, which
registration statement was ultimately filed with the SEC on May 12, 2006. We are
also required to use best efforts to cause this registration statement to be
effective by June 28, 2006. As of June 30, 2006, this had not occurred. From
January 1, 2006 to May 12, 2006 (the termination date of this offering),
excluding the units sold in January 2006, we sold 83.84 units in a number of
separate transactions in this offering, representing aggregate gross proceeds of
$4,192,000.

          In April 2005, we secured a line of credit and term loan with Wachovia
Bank, N.A. for $300,000 and $475,000, respectively. The term loan bore interest
at a rate of 5.25% per year and expired on April 28, 2006, at which time it was
paid in full. The line of credit expires April 28, 2007 and bears interest at
Wachovia Bank's prime rate, plus .50%, which as of June 30, 2006 was equal to 8%
per year. There are no financial covenants associated with the line of credit.
The line of credit is secured and collateralized with a money market account and
certain other of our assets and is guaranteed by Stephen E. King, our Chairman
and Chief Executive Officer, and David J. Harrison, our President and Chief
Operating Officer.

          We estimate that our existing cash and capital resources will be
sufficient to meet our operating and capital needs until September 30, 2006. We
expect that we will need additional debt or equity financings or arrange for
alternative sources of temporary or permanent financing to meet our liquidity
requirements beyond September 30, 2006. See " - Going Concern and Plan of
Operations" below. We presently believe that we can raise additional capital as
needed to support operations for the immediate future. There can be no
assurances that the proceeds from capital transactions will continue to be
available, that our net sales will increase to assist with our cash needs, that
a sufficient amount of our securities can or will be sold, or that any of our
common stock purchase warrants will be exercised to fund our operating needs.

          Going Concern and Plan of Operations. In its report dated March 17,
2006 to our audited year-end financial statements, Morison Cogen, LLP, our
registered independent public accounting firm, expressed substantial doubt about
our ability to continue as a going concern. The unaudited consolidated financial
statements included in this quarterly report have been prepared on a going
concern basis, which contemplates our continuation of operations, realization of
assets and liquidation of liabilities in the ordinary course of business. These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


                                       26

<PAGE>

          Since we have not generated sufficient revenues from operations to
meet our operating expenses, we have historically financed our operations
primarily through issuances of equity and the proceeds of our debt instruments.
In the past, we have also sought to alleviate our cash needs by relying on the
issuance of stock, options and warrants to fund certain operating costs,
including consulting and professional fees. Throughout the remainder of 2006, we
will continue to require additional capital for our working capital needs and to
fund our operations. These funds may not be available in sufficient amounts or
at all. Our operations and success in 2006 is dependent in substantial part upon
obtaining further financing, and these conditions raise substantial doubt about
our ability to continue as a going concern.

          We believe that we will be able to raise additional capital as needed
to support operations. In support of this view, management has been fully
engaged in locating sources of capital, and since January 1, 2006, we have
raised approximately $4.8 million in proceeds from sales of our securities,
after deducting cash placement agent fees incurred but excluding other
applicable offering expenses and costs. We also received in the first six months
of 2006 net proceeds of $269,290 from the exercise of common stock purchase
warrants.

          We are in the process of attempting to obtain long-term debt or equity
financing. While we believe we can obtain this financing on terms acceptable to
us, if we are not successful in finding permanent debt or equity financing, we
will need to expend significant efforts to find other short-term sources of
capital to meet our ongoing operating and business expenses. We are also
focusing on opportunities to increase our net sales while seeking to manage our
operating expenses in an attempt to preserve as much as practical our available
cash resources. If we are unable to raise sufficient long-term or short-term
capital resources on terms acceptable to us, our business, results of
operations, liquidity and financial condition would be materially and adversely
harmed.

          Our viability as a going concern is dependent upon our ability to do
any or all of the following:

               o    obtain adequate sources of debt or equity financing to meet
                    our operating expenses and fund the continuation of our
                    business operations in the near term;

               o    manage or control working capital requirements by reducing
                    advertising, selling, marketing, and general and
                    administrative expenses;

               o    optimize the marketing and development of our existing
                    product offerings through less capital intensive channels;

               o    develop new and enhance existing relationships with product
                    retailers and other points of distribution for our products;

               o    seek potential acquisitions of mature product lines that
                    could be expected to generate positive cash flow for us upon
                    acquisition, assuming appropriate financing structures are
                    available on acceptable terms in order to effect such
                    acquisitions; and

               o    identify new product offerings to complement and expand our
                    current and projected future business.

The uncertainty regarding our status as a going concern will only serve to
increase the difficulty that we will face in 2006 in successfully achieving our
plans. This uncertainty may also make it more difficult for us to raise the
necessary sources of capital, and it may increase the total cost to us of such
capital. There can be no assurances that any of our efforts in this regard will
prove successful, or that efforts that we undertake will enable us to become
profitable or continue as a going concern.

          Contractual Obligations. We lease office space under a lease that
expires on November 30, 2011. Future minimum annual rent obligations as of June
30, 2006 were as follows:


                                       27

<PAGE>

               YEAR              MINIMUM ANNUAL LEASE PAYMENT
------------------------------   ----------------------------
2006..........................             $ 91,320
2007..........................               93,485
2008..........................               95,649
2009..........................               97,813
2010..........................               99,977
2011..........................               93,628
                                           --------
   Total......................             $571,872
                                           ========

          Our $300,000 line of credit and $475,000 term loan with Wachovia Bank
expired on April 28, 2006. The term loan was paid in full at or prior to
maturity and the line of credit has been extended to April 28, 2007. As of June
30, 2006, no amounts were outstanding under the line of credit.

          Under the terms of our distribution agreement with Common Sense Ltd.,
the manufacturer of our Fem-V(TM) product, we have agreed to make an initial
purchase of approximately $500,000 in product, scheduled to be delivered in four
quarterly installments during 2006. The purchase price for these deliveries is
to be paid pursuant to the payment terms established under the distribution
agreement, except that we were required to make, and we made, payment for the
initial delivery of product upon signing of the distribution agreement. We will
be required to pay Common Sense an additional $375,000 during 2006 pursuant to
the terms of this distribution agreement.

          In June 2006, we engaged a firm to provide us with investor and public
relations services. The agreement is terminable by either party at any time. We
agreed to pay this firm a monthly fee of $17,500 in cash. Additionally, upon
execution of the agreement, we agreed to issue 200,000 shares of common stock to
the firm, of which 100,000 shares will vest on the six-month anniversary of the
agreement and the remaining 100,000 shares will vest on the 12-month anniversary
of the agreement, subject in each case to the firm remaining engaged by us under
the terms of the agreement on the vesting date. Until vesting, the firm is not
entitled to receive these shares and cannot assign, exchange, pledge, gift,
transfer or otherwise encumber or dispose of them. For the six months ended June
30, 2006, we accrued an expense of $30,477 in connection with these shares.

          Pursuant to the terms of our engagement of placement agents in
connection with the January 2006 unit offering, we have the obligation to pay to
the placement agents, upon the funding of an investment, cash compensation equal
to 7% of the gross proceeds received from investors introduced to us by them and
to issue them an immediately exercisable four-year option to purchase 7% of the
units purchased by such investors. Each unit purchase option will have an
exercise price of $50,000 and will permit the holder to acquire units having the
same terms as those sold in the offering. The warrants that may be received upon
the exercise of the unit purchase option may be exercised for four years from
the date of the unit purchase option. The placement agents will receive
registration rights for all shares of common stock that may be issued under the
unit purchase options. As of June 30, 2006, the Company has accrued non-cash
offering costs of $338,730 for these unpaid obligations with respect to the
January 2006 unit offering.

          As of June 30, 2006, the Company had no other material commitments or
obligations.

          Off-Balance Sheet Items. The Company had no off-balance sheet items as
of June 30, 2006.

RECENT ACCOUNTING PRONOUNCEMENTS

          In February 2006, the FASB issued SFAS No. 155, Accounting for Certain
Hybrid Instruments, an amendment of FASB Statements No. 133 and 140, which
amends SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities, and SFAS No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities. SFAS No. 155 allows
financial instruments that have embedded derivatives to be accounted for as a
whole -- eliminating the need to bifurcate the derivative from its host -- if
the holder elects to account for the whole instrument on a fair value basis.
SFAS No. 155 also clarifies and amends certain other provisions of SFAS No. 133
and SFAS No. 140. This statement is effective for all financial instruments
acquired or


                                       28

<PAGE>

issued in fiscal years beginning after September 15, 2006. We have not presently
assessed the impact that SFAS No. 155 may have on our financial position,
results of operations or cash flows.

ITEM 3. CONTROLS AND PROCEDURES.

          On March 14, 2006, we concluded that our previously issued financial
statements at and for the six months ended June 30, 2005 and the nine months
ended September 30, 2005 should no longer be relied upon because of an error in
recording and recognizing net sales. We have determined that during these
interim periods, we incorrectly recorded revenue upon shipment of product to a
new major retail customer and that we should have appropriately recorded revenue
upon resale of the product by the new customer. The arrangement with the new
customer extended the right to return to us any product that was not sold or
otherwise failed to meet the retail customer's expectations. Under these
specific terms, the sale of product to the retail customer was then essentially
contingent upon the retail customer's resale of the product. Therefore, the
recognition of revenue upon actual shipment of product to such retail customer
was not permitted under generally accepted accounting principles, and instead
should have rather been properly recognized upon the retail customer's actual
resale of the product.

          In light of these issues, our management believed that a restatement
of these financial statements was required, and, after further consultations,
our Audit Committee and independent registered public accounting firm concurred
with this conclusion. While in the process of amending our quarterly reports on
Form 10-QSB to restate these financial statements, we became aware of certain
information that had been required to be included in these quarterly reports but
which had been omitted from them, and other information in the reports which
needed to be changed or corrected. Accordingly, we restated these interim
financial statements to properly record our net sales. On April 6, 2006, we
filed with the SEC amended quarterly reports on Form 10-QSB to modify our
interim financial statements for these periods and to make necessary additional
and corrective disclosures.

          As a result of the foregoing and the other factors discussed in our
Annual Report on Form 10-KSB, our management, with the participation of our
Chief Executive Officer and Chief Financial Officer, concluded that our
disclosure controls and procedures were not effective as of December 31, 2005 to
provide a reasonable level of assurance that information required to be
disclosed in the reports we file, furnish or submit under the Exchange Act is
recorded, processed, summarized and reported within the specified time periods
in the SEC's rules and forms. Our officers also concluded that our disclosure
controls and procedures were not effective as of December 31, 2005 to provide a
reasonable level of assurance that information required to be disclosed in the
reports that we file, furnish or submit under the Exchange Act is accumulated
and communicated to management, including the Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required disclosure. In
light of these developments, we implemented the following policies and
procedures to prevent recurrences of revenue recognition errors:

               o    We have retained an outside accounting firm which will
                    provide significant strength to our internal auditing
                    function, including establishing and documenting appropriate
                    internal controls and a customer contract review process
                    which is currently underway.

               o    All new customer contracts will be reviewed and approved by
                    our Chief Executive Officer, President and Chief Financial
                    Officer, and clear determination will be made as to the
                    proper revenue recognition of each contract prior to
                    approval.

               o    We will periodically review all customer accounts to
                    determine which accounts are delinquent and whether the
                    existing revenue payment and receipt policies for those
                    accounts should be adjusted or revised.

               o    Prior to the completion of our quarterly and annual
                    financial statements, all new customer contracts will be
                    reviewed by our outside accounting firm retained to assist
                    us with our internal audit functions and we will and we will
                    obtain a confirmation from this outside accounting firm that
                    all revenue recognition methodologies comply with Staff
                    Accounting Bulletin No. 104, "Revenue Recognition."


                                       29

<PAGE>

          Our management, with the participation of our Chief Executive Officer
and Chief Financial Officer, conducted an evaluation of the effectiveness of our
disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e)
and 15a-15(e), as of June 30, 2006. Based upon the June 30, 2006 disclosure
controls evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures were effective to provide
a reasonable level of assurance that information required to be disclosed in the
reports we file, furnish or submit under the Exchange Act is recorded,
processed, summarized and reported within the specified time periods in the
SEC's rules and forms. Our officers have concluded that our disclosure controls
and procedures were also effective to provide a reasonable level of assurance
that information required to be disclosed in the reports that we file, furnish
or submit under the Exchange Act is accumulated and communicated to management,
including the Chief Executive Officer and Chief Financial Officer, to allow
timely decisions regarding required disclosure, all in accordance with Exchange
Act Rules 13a-15(e) and 15d-15(e).

          Other than as stated above, there has been no change in our internal
control over financial reporting (as such term is defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) during the quarter ended June 30, 2006 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.

          Our management, including our Chief Executive Officer and Chief
Financial Officer, does not expect that our disclosure controls and internal
controls will prevent all error and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within the company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people or by management override of the controls.

                          PART II -- OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

          Listed below are sales of unregistered securities effected by the
Company during the second quarter of 2006, except for issuances previously
reported on Form 8-K.

               o    On June 7, 2006, one of our directors exercised a warrant to
                    purchase 8,750 shares of our common stock at an exercise
                    price of $0.011 per share and received from us 8,750 shares
                    of common stock pursuant to such exercise.

               o    Pursuant to the terms of our engagement of placement agents
                    for the January 2006 unit offering, we are obligated to
                    issue to our placement agents an option to purchase in the
                    aggregate approximately 5.82 units, with each unit
                    consisting of 33,333 shares of common stock and warrants to
                    purchase 16,666 shares of common stock exercisable at $2.50
                    per share.

               o    In June 2006, we commenced a private placement of common
                    stock to investors at a price of $1.50 per share. As of June
                    30, 2006, we sold an aggregate of 200,000 shares of common
                    stock in this offering.

               o    On June 27, 2006, we granted an option to one of our
                    employees to purchase up to 4,000 shares of common stock at
                    an exercise price of $2.05 per share. This option was
                    granted under our 2005 Equity Incentive Plan and vests in
                    full on June 27, 2007. The option is contingent on continued
                    employment and expires on June 27, 2016.

          We believe that offers and sales made in the United States were exempt
from registration under Section 4(2) of the Securities Act and/or Rule 506
thereunder because the subject securities were sold to a limited group of
persons, each of whom was believed to have been (i) either an accredited
investor or a sophisticated investor at the time of the sale and had a
pre-existing business or personal relationship with us, our management or a
placement agent engaged by us, and (ii) purchasing the securities for investment
without a view to resale or further distribution.


                                       30

<PAGE>

Restrictive legends stating that the securities may not be offered and sold in
the United States absent registration under the Securities Act or an applicable
exemption therefrom were placed on certificates evidencing the securities and/or
agreements relating thereto. We believe no form of general solicitation or
general advertising was made in connection with the offer or sale of these
securities.

          Offers and sales made outside the United States were made in reliance
upon Regulation S promulgated under the Securities Act, because the subject
securities were sold to persons believed not to have been "U.S. Persons" as
defined in Regulation S, and in compliance with the other terms and conditions
of Regulation S. Restrictive legends were placed on certificates evidencing the
common stock and/or agreements relating to the right to purchase such shares. We
believe no form of directed selling efforts, as defined in Regulation S, was
used in the offer or sale of these securities.

ITEM 6. EXHIBITS.

Exhibit
No.       Description
-------   ----------------------------------------------------------------------
2.1       Agreement and Plan of Merger, dated as of January 13, 2005, by and
          among Synova Healthcare Group, Inc., Synova AGBL Merger Sub, Inc. and
          Synova Healthcare, Inc. (1)

2.2       First Amendment to Agreement and Plan of Merger, dated as of January
          28, 2005, among Synova Healthcare Group, Inc., Synova AGBL Merger Sub,
          Inc. and Synova Healthcare, Inc. (1)

2.3+      Share Purchase Agreement, dated September 23, 2005, by and between
          Synova Pre-Natal Healthcare, Inc. and BioPad Ltd. (4)

3.1       Articles of Incorporation of Centaur Capital Group, Inc., filed
          September 1, 1998. (1)

3.2       Certificate of Amendment to Articles of Incorporation of Centaur
          Capital Group, Inc., filed April 8, 1999 (changing name to Centaur
          Bioresearch, Inc.). (1)

3.3       Certificate of Amendment to Articles of Incorporation of Centaur
          Bioresearch, Inc., filed June 25, 2001. (1)

3.4       Certificate of Amendment to Articles of Incorporation of Centaur
          Bioresearch, Inc., filed June 13, 2002 (changing name to Advanced
          Global Industries Corporation). (1)

3.5       Certificate of Amendment to Articles of Incorporation of Advanced
          Global Industries Corporation, filed June 11, 2004 (changing name to
          XQ International, Inc.). (1)

3.6       Certificate of Amendment to Articles of Incorporation of XQ
          International, Inc., filed June 22, 2004 (changing name to QwikX
          International, Inc.). (1)

3.7       Certificate of Amendment to Articles of Incorporation of QwikX
          International, Inc., filed December 10, 2004 (changing name to
          Advanced Global Industries Corporation). (1)

3.8       Certificate of Amendment to Articles of Incorporation of Advanced
          Global Industries Corporation, filed January 12, 2005 (changing name
          to Synova Healthcare Group, Inc.). (1)

3.9       Amended and Restated Bylaws of Synova Healthcare Group, Inc. (3)

4.1       Specimen certificate for common stock of Synova Healthcare Group, Inc.
          (1)

4.2       Form of Warrant, dated as of February 10, 2005, to Purchase Synova
          Healthcare Group, Inc. Common Stock. (2)


                                       31

<PAGE>

4.3       Registration Rights Agreement, dated as of February 10, 2005, by and
          among Synova Healthcare Group, Inc. and the purchasers signatory
          thereto. (1)

4.4       Unit Purchase Option, dated as of February 10, 2005, between Synova
          Healthcare Group, Inc. and G.M. Capital Partners, Ltd. (2)

4.5       Unit Purchase Option, dated as of February 10, 2005, between Synova
          Healthcare Group, Inc. and Oceana Partners LLC. (2)

4.6       Form of Securities Purchase Agreement, dated as of February 10, 2005,
          by and among Synova Healthcare Group, Inc. and the purchasers
          signatory thereto. (1)

4.7       Form of Common Stock Purchase Warrant, dated August 2005, issued by
          Synova Healthcare Group, Inc. (4)

4.8       Form of Promissory Note, issued by Synova Healthcare Group, Inc., as
          maker. (4)

4.9       Form of Registration Rights Agreement, dated August 2005, by and among
          Synova Healthcare Group, Inc. and the purchasers signatory thereto.
          (4)

4.10      Form of Securities Purchase Agreement, dated August 2005, by and among
          Synova Healthcare Group, Inc. and the purchasers signatory thereto.
          (4)

4.11      Form of Securities Purchase Agreement, as amended, by and among Synova
          Healthcare Group, Inc. and the purchasers signatory thereto, with
          respect to the Company's October 2005 unit offering. (5)

4.12      Form of Common Stock Purchase Warrant, as amended, issued by Synova
          Healthcare Group, Inc., with respect to the Company's October 2005
          unit offering. (5)

4.13      Form of Registration Rights Agreement, as amended and restated, by and
          among Synova Healthcare Group, Inc. and the purchasers signatory
          thereto, with respect to the Company's October 2005 unit offering. (5)

4.14      Form of Securities Purchase Agreement, by and among Synova Healthcare
          Group, Inc. and the purchasers signatory thereto, with respect to the
          Company's January 2006 unit offering. (6)

4.15      Form of Common Stock Purchase Warrant, as amended, issued by Synova
          Healthcare Group, Inc., with respect to the Company's January 2006
          unit offering. (6)

4.16      Form of Registration Rights Agreement, by and among Synova Healthcare
          Group, Inc. and the purchasers signatory thereto, with respect to the
          Company's January 2006 unit offering. (6)

4.17      Form of First Amendment to Securities Purchase Agreement, by and among
          Synova Healthcare Group, Inc. and the purchasers signatory thereto,
          with respect to the Company's January 2006 unit offering. (6)

4.18      Form of First Amendment to Common Stock Purchase Warrant, as amended,
          issued by Synova Healthcare Group, Inc., with respect to the Company's
          January 2006 unit offering. (6)

4.19      Form of First Amendment to Registration Rights Agreement, by and among
          Synova Healthcare Group, Inc. and the purchasers signatory thereto,
          with respect to the Company's January 2006 unit offering. (6)

4.20      Form of Securities Purchase Agreement, by and among Synova Healthcare
          Group, Inc. and the purchasers signatory thereto, with respect to the
          Company's January 2006 unit offering, as amended in April 2006. (6)


                                       32

<PAGE>

4.21      Form of Common Stock Purchase Warrant, as amended, issued by Synova
          Healthcare Group, Inc., with respect to the Company's January 2006
          unit offering, as amended in April 2006. (6)

4.22      Form of Registration Rights Agreement, by and among Synova Healthcare
          Group, Inc. and the purchasers signatory thereto, with respect to the
          Company's January 2006 unit offering, as amended in April 2006. (6)

4.23      Form of Registration Rights Agreement, by and among Synova Healthcare
          Group, Inc. and the purchasers signatory thereto, with respect to
          certain sales made in the Company's January 2006 unit offering.

10.1      Letter of Agreement dated June 12, 2006 by and between Synova
          Healthcare Group, Inc. and The Investor Relations Group Inc.

10.2      Form of Subscription Agreement, by and among Synova Healthcare Group,
          Inc. and the purchasers signatory thereto, with respect to the
          Company's June 2006 common stock offering.

31.1      Chief Executive Officer Certification Pursuant to Exchange Act Rule
          13d-14(a) and Rule 15d-14(a).

31.2      Chief Financial Officer Certification Pursuant to Exchange Act Rule
          13d-14(a) and Rule 15d-14(a).

32.1      Section 1350 Certification of the Chief Executive Officer.

32.2      Section 1350 Certification of the Chief Financial Officer.

----------
+    The schedules to this agreement have been omitted in accordance with the
     rules of the SEC. A list of omitted schedules has been included in this
     exhibit and will be provided supplementally to the SEC upon request.

(1)  Previously filed as an exhibit to the Company's registration statement on
     Form SB-2 (File No. 333-123498), as filed with the SEC on March 22, 2005.

(2)  Previously filed as an exhibit to Pre-Effective Amendment No. 1 to the
     Company's registration statement on Form SB-2 (File No. 333-123498), as
     filed with the SEC on May 13, 2005.

(3)  Previously filed as an exhibit to Pre-Effective Amendment No. 2 to the
     Company's registration statement on Form SB-2 (File No. 333-123498), as
     filed with the SEC on June 24, 2005.

(4)  Previously filed as an exhibit to Amendment No. 1 to the Company's
     Quarterly Report on Form 10-QSB/A for the quarter ended September 30, 2005
     (File No. 0-51492), as filed with the SEC on April 6, 2006.

(5)  Previously filed as an exhibit to the Company's Annual Report on Form
     10-KSB for the year ended December 31, 2005 (File No. 0-51492), as filed
     with the SEC on April 17, 2006.

(6)  Previously filed as an exhibit to Post-Effective Amendment No. 1 to the
     Company's registration statement on Form SB-2 (File No. 333-123498), as
     filed with the SEC on April 28, 2006.


                                       33

<PAGE>

                                   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.

                                        SYNOVA HEALTHCARE GROUP, INC.


                                        By: /s/ Stephen E. King
                                            ------------------------------------
                                            Stephen E. King
                                            Chairman and Chief Executive Officer

Date: August 14, 2006

                                            /s/ Stephen E. King
                                            ------------------------------------
                                            Stephen E. King
                                            Chairman and Chief Executive Officer
                                            (Principal Executive Officer)

Date: August 14, 2006

                                            /s/ Robert L. Edwards
                                            ------------------------------------
                                            Robert L. Edwards
                                            Chief Financial Officer
                                            (Principal Financial Officer)


                                       34

<PAGE>

                                  EXHIBIT INDEX

Exhibit
No.       Description
-------   -----------
2.1       Agreement and Plan of Merger, dated as of January 13, 2005, by and
          among Synova Healthcare Group, Inc., Synova AGBL Merger Sub, Inc. and
          Synova Healthcare, Inc. (1)

2.2       First Amendment to Agreement and Plan of Merger, dated as of January
          28, 2005, among Synova Healthcare Group, Inc., Synova AGBL Merger Sub,
          Inc. and Synova Healthcare, Inc. (1)

2.3+      Share Purchase Agreement, dated September 23, 2005, by and between
          Synova Pre-Natal Healthcare, Inc. and BioPad Ltd. (4)

3.1       Articles of Incorporation of Centaur Capital Group, Inc., filed
          September 1, 1998. (1)

3.2       Certificate of Amendment to Articles of Incorporation of Centaur
          Capital Group, Inc., filed April 8, 1999 (changing name to Centaur
          Bioresearch, Inc.). (1)

3.3       Certificate of Amendment to Articles of Incorporation of Centaur
          Bioresearch, Inc., filed June 25, 2001. (1)

3.4       Certificate of Amendment to Articles of Incorporation of Centaur
          Bioresearch, Inc., filed June 13, 2002 (changing name to Advanced
          Global Industries Corporation). (1)

3.5       Certificate of Amendment to Articles of Incorporation of Advanced
          Global Industries Corporation, filed June 11, 2004 (changing name to
          XQ International, Inc.). (1)

3.6       Certificate of Amendment to Articles of Incorporation of XQ
          International, Inc., filed June 22, 2004 (changing name to QwikX
          International, Inc.). (1)

3.7       Certificate of Amendment to Articles of Incorporation of QwikX
          International, Inc., filed December 10, 2004 (changing name to
          Advanced Global Industries Corporation). (1)

3.8       Certificate of Amendment to Articles of Incorporation of Advanced
          Global Industries Corporation, filed January 12, 2005 (changing name
          to Synova Healthcare Group, Inc.). (1)

3.9       Amended and Restated Bylaws of Synova Healthcare Group, Inc. (3)

4.1       Specimen certificate for common stock of Synova Healthcare Group, Inc.
          (1)

4.2       Form of Warrant, dated as of February 10, 2005, to Purchase Synova
          Healthcare Group, Inc. Common Stock. (2)

4.3       Registration Rights Agreement, dated as of February 10, 2005, by and
          among Synova Healthcare Group, Inc. and the purchasers signatory
          thereto. (1)

4.4       Unit Purchase Option, dated as of February 10, 2005, between Synova
          Healthcare Group, Inc. and G.M. Capital Partners, Ltd. (2)

4.5       Unit Purchase Option, dated as of February 10, 2005, between Synova
          Healthcare Group, Inc. and Oceana Partners LLC. (2)

4.6       Form of Securities Purchase Agreement, dated as of February 10, 2005,
          by and among Synova Healthcare Group, Inc. and the purchasers
          signatory thereto. (1)


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4.7       Form of Common Stock Purchase Warrant, dated August 2005, issued by
          Synova Healthcare Group, Inc. (4)

4.8       Form of Promissory Note, issued by Synova Healthcare Group, Inc., as
          maker. (4)

4.9       Form of Registration Rights Agreement, dated August 2005, by and among
          Synova Healthcare Group, Inc. and the purchasers signatory thereto.
          (4)

4.10      Form of Securities Purchase Agreement, dated August 2005, by and among
          Synova Healthcare Group, Inc. and the purchasers signatory thereto.
          (4)

4.11      Form of Securities Purchase Agreement, as amended, by and among Synova
          Healthcare Group, Inc. and the purchasers signatory thereto, with
          respect to the Company's October 2005 unit offering. (5)

4.12      Form of Common Stock Purchase Warrant, as amended, issued by Synova
          Healthcare Group, Inc., with respect to the Company's October 2005
          unit offering. (5)

4.13      Form of Registration Rights Agreement, as amended and restated, by and
          among Synova Healthcare Group, Inc. and the purchasers signatory
          thereto, with respect to the Company's October 2005 unit offering. (5)

4.14      Form of Securities Purchase Agreement, by and among Synova Healthcare
          Group, Inc. and the purchasers signatory thereto, with respect to the
          Company's January 2006 unit offering. (6)

4.15      Form of Common Stock Purchase Warrant, as amended, issued by Synova
          Healthcare Group, Inc., with respect to the Company's January 2006
          unit offering. (6)

4.16      Form of Registration Rights Agreement, by and among Synova Healthcare
          Group, Inc. and the purchasers signatory thereto, with respect to the
          Company's January 2006 unit offering. (6)

4.17      Form of First Amendment to Securities Purchase Agreement, by and among
          Synova Healthcare Group, Inc. and the purchasers signatory thereto,
          with respect to the Company's January 2006 unit offering. (6)

4.18      Form of First Amendment to Common Stock Purchase Warrant, as amended,
          issued by Synova Healthcare Group, Inc., with respect to the Company's
          January 2006 unit offering. (6)

4.19      Form of First Amendment to Registration Rights Agreement, by and among
          Synova Healthcare Group, Inc. and the purchasers signatory thereto,
          with respect to the Company's January 2006 unit offering. (6)

4.20      Form of Securities Purchase Agreement, by and among Synova Healthcare
          Group, Inc. and the purchasers signatory thereto, with respect to the
          Company's January 2006 unit offering, as amended in April 2006. (6)

4.21      Form of Common Stock Purchase Warrant, as amended, issued by Synova
          Healthcare Group, Inc., with respect to the Company's January 2006
          unit offering, as amended in April 2006. (6)

4.22      Form of Registration Rights Agreement, by and among Synova Healthcare
          Group, Inc. and the purchasers signatory thereto, with respect to the
          Company's January 2006 unit offering, as amended in April 2006. (6)

4.23      Form of Registration Rights Agreement, by and among Synova Healthcare
          Group, Inc. and the purchasers signatory thereto, with respect to
          certain sales made in the Company's January 2006 unit offering.

10.1      Letter of Agreement dated June 12, 2006 by and between Synova
          Healthcare Group, Inc. and The Investor Relations Group Inc.


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<PAGE>

10.2      Form of Subscription Agreement, by and among Synova Healthcare Group,
          Inc. and the purchasers signatory thereto, with respect to the
          Company's June 2006 common stock offering.

31.1      Chief Executive Officer Certification Pursuant to Exchange Act Rule
          13d-14(a) and Rule 15d-14(a).

31.2      Chief Financial Officer Certification Pursuant to Exchange Act Rule
          13d-14(a) and Rule 15d-14(a).

32.1      Section 1350 Certification of the Chief Executive Officer.

32.2      Section 1350 Certification of the Chief Financial Officer.

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+    The schedules to this agreement have been omitted in accordance with the
     rules of the SEC. A list of omitted schedules has been included in this
     exhibit and will be provided supplementally to the SEC upon request.

(1)  Previously filed as an exhibit to the Company's registration statement on
     Form SB-2 (File No. 333-123498), as filed with the SEC on March 22, 2005.

(2)  Previously filed as an exhibit to Pre-Effective Amendment No. 1 to the
     Company's registration statement on Form SB-2 (File No. 333-123498), as
     filed with the SEC on May 13, 2005.

(3)  Previously filed as an exhibit to Pre-Effective Amendment No. 2 to the
     Company's registration statement on Form SB-2 (File No. 333-123498), as
     filed with the SEC on June 24, 2005.

(4)  Previously filed as an exhibit to Amendment No. 1 to the Company's
     Quarterly Report on Form 10-QSB/A for the quarter ended September 30, 2005
     (File No. 0-51492), as filed with the SEC on April 6, 2006.

(5)  Previously filed as an exhibit to the Company's Annual Report on Form
     10-KSB for the year ended December 31, 2005 (File No. 0-51492), as filed
     with the SEC on April 17, 2006.

(6)  Previously filed as an exhibit to Post-Effective Amendment No. 1 to the
     Company's registration statement on Form SB-2 (File No. 333-123498), as
     filed with the SEC on April 28, 2006.


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