<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 SEPTEMBER 30, 2005

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

FOR THE TRANSITION PERIOD FROM _____________ TO ______________

                        COMMISSION FILE NUMBER 000-51492


                          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 N. Providence Road, Suite 6010, Media, PA 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 November 14, 2005, the number of shares of common stock, par value $.001,
outstanding was 13,062,952.

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 QUARTER ENDED SEPTEMBER 30, 2005
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>


ITEM NO.                                                                                             PAGE NO.
-------                                                                                              --------

<S>                 <C>                                                                                 <C>
PART 1            FINANCIAL INFORMATION

Item 1.           Financial Statements...................................................................3

Item 2.           Management's Discussion and Analysis or Plan of Operation.............................11

Item 3.           Controls and Procedures...............................................................18

PART II           OTHER INFORMATION

Item 1.           Legal Proceedings.....................................................................19

Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds...........................19

Item 3.           Defaults Upon Senior Securities.......................................................19

Item 4.           Submission of Matters to a Vote of Security Holders...................................19

Item 5.           Other Information.....................................................................19

Item 6.           Exhibits..............................................................................19


         Chief Executive Officer Certification
         Chief Financial Officer Certification
         Section 1350 Certification of the Chief Executive Officer
         Section 1350 Certification of the Chief Financial Officer

</TABLE>



                                       2
<PAGE>



ITEM 1. FINANCIAL STATEMENTS

                                SYNOVA HEALTHCARE GROUP, INC. AND SUBSIDIARIES
                                     CONDENSED CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>

                                                                         September 30,2005       December 31, 2004
                                                                              Unaudited                Audited
ASSETS

<S>                                                                           <C>                      <C>
Cash                                                                          $ 369,553                $ 10,554
Accounts Receivable                                                             282,381                  84,423
Inventory                                                                       444,974                 433,545
Prepaid Expenses                                                                261,040                  56,345
----------------------------------------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                                         $1,357,948                 584,867

Property and equipment-net                                                       29,997                  31,654

Deposits                                                                        254,127                   6,190

---------------------------------------------------------------------------------------------------------------


TOTAL ASSETS                                                                 $1,642,072              $  627,711
===============================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES

Accounts Payable & Accrued Expenses                                           $ 770,264              $  927,334
Due to Shareholder                                                                                        2,275
Loans Payable                                                                   930,102                 475,000
---------------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                                    $1,700,366              $1,404,609

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;
12,937,952 and 5,889,905 issued and outstanding at September 30,
2005 and December 31, 2004                                                       12,938                   5,890
Additional Paid In Capital                                                    4,781,797               1,410,055
Accumulated Deficit                                                          (4,853,029)             (2,197,843)
---------------------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                          $ (58,294)            $ ( 781,898)
---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                          $ 1,642,072             $   627,711
===============================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements



                                       3
<PAGE>



                          SYNOVA HEALTHCARE GROUP, INC. AND SUBSIDIARIES
                          CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                           (UNAUDITED)
<TABLE>
<CAPTION>

                                                        FOR THE THREE          FOR THE THREE
                                                         MONTHS ENDED            MONTHS ENDED
                                                      SEPTEMBER 30, 2005      SEPTEMBER 30, 2004

<S>                                                       <C>                       <C>
Net Sales                                                 $  103,063                $ 298,285
Cost of Goods Sold                                            43,345                   65,226
-------------------------------------------------------------------------------------------------
GROSS PROFIT                                              $   59,718                $ 233,059

Selling, general and administrative expenses                 993,600                  409,226
-------------------------------------------------------------------------------------------------

OPERATING LOSS                                            $ (933,882)               $(176,167)

Interest (income) expense                                     28,423                   17,713

-------------------------------------------------------------------------------------------------
NET LOSS                                                  $ (962,305)               $(193,879)
=================================================================================================

Basic and diluted loss per share                          $    (0.07)               $   (0.30)

Basic and diluted weighted average number of shares       12,937,952                  648,050
</TABLE>


See accompanying notes to consolidated financial statements

                                       4


<PAGE>




                                  SYNOVA HEALTHCARE GROUP, INC. AND SUBSIDIARIES
                                  CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                                    (UNAUDITED)
<TABLE>
<CAPTION>

                                                               FOR THE NINE            FOR THE NINE
                                                               MONTHS ENDED            MONTHS ENDED
                                                            SEPTEMBER 30, 2005      SEPTEMBER 30, 2004

<S>                                                            <C>                      <C>
       Net Sales                                               $   215,753              $  484,138

       Cost of Goods Sold                                           95,948                 164,213
       ------------------------------------------------------------------------------------------------
       GROSS PROFIT                                            $   119,806              $  319,926

       Selling, general and admininstrative expenses             2,729,656               1,193,196

       ------------------------------------------------------------------------------------------------
       OPERATING LOSS                                          $(2,609,851)             $ (873,270)

       Interest (income) expense                                    45,335                  33,397
       ------------------------------------------------------------------------------------------------
       NET LOSS                                                $(2,655,186)             $ (906,667)
       ================================================================================================

       Basic and diluted loss per share                        $     (0.21)             $    (1.48)

       Basic and diluted weighted average number of
       shares                                                   12,429,059                 614,390

</TABLE>


See accompanying notes to consolidated financial statements

                                       5
<PAGE>


                 SYNOVA HEALTHCARE GROUP, INC. AND SUBSIDIARIES
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                      NINE MONTHS ENDED SEPTEMBER 30, 2005

<TABLE>
<CAPTION>
                                                                                                                        Total
                                                                         Additional                                  Stockholders'
                                                        Common            Paid-in              Accumulated              Equity
                                                        Stock             Capital                Deficit               (Deficit)
                                                       --------         ------------          -------------         --------------


<S>                                                 <C>                    <C>                  <C>                     <C>
Balance at December 31, 2004                       $        67            $1,415,878           $(2,197,843)            $(781,898)


Retroactive recapitalization                             5,823                (5,823)                    -                     -
                                                   -----------          ------------          ------------          ------------


Balance at January 1, 2005                               5,890             1,410,055            (2,197,843)             (781,898)


Issuance of common stock at merger                       3,000                (3,000)                    -                     -


Liabilities assumed upon merger                              -                (6,710)                    -                (6,710)


Issuance of common stock                                   179               146,821                     -               147,000


Issuance of common stock for services                       18                14,982                     -                15,000


Issuance of common stock for offering costs                351                 (351)                     -                     -


Issuance of common stock, private unit placement         3,500             2,782,600                     -             2,786,100


Issuance of warrants for services                            -               241,400                                     241,400

Issuance of warrants for deferred
loan interest                                               -                196,000                                     196,000

Net loss For the nine months ended September
30, 2005                                                     -                     -            (2,655,186)           (2,655,186)
                                                   -----------          ------------          ------------          ------------

Balance at September 30, 2005                          $12,938          $  4,781,797          $ (4,853,029)         $    (58,294)
                                                   ===========          ============          ============          ============

</TABLE>

See accompanying notes to consolidated financial statements

                                       6
<PAGE>



                 SYNOVA HEALTHCARE GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                        FOR THE NINE            FOR THE NINE
                                                        MONTHS ENDED            MONTHS ENDED
                                                     SEPTEMBER 30, 2005      SEPTEMBER 30, 2004


CASH FLOW FROM OPERATING ACTIVITY:

<S>                                                      <C>                    <C>
Net Loss                                                 $(2,655,186)           $ (906,667)

ADJUSTMENTS TO RECONCILE TO NET LOSS TO CASH USED
IN OPERATING ACTIVITIES:

Amortization of Deffered Interest on loans                    21,778
Depreciation and amortization                                  6,124                 4,837
Issuance of Common Stock for service                          15,000                     -
Issuance of Warrants for service                             241,400                     -
Issuance of Warrants for deferred interest on loans          196,000
CHANGES IN ASSETS AND LIABILITIES, NET OF EFFECT
 OF  MERGER:
Accounts Receivable                                         (197,958)              (54,536)
Inventory                                                    (11,428)                5,772
Prepaid expenses and other current assets                   (226,472)             (100,607)
Accounts Payable and accrued expenses                       (163,871)               86,972
--------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES                    $(2,774,613)           $ (964,228)
CASH FLOW FROM INVESTING ACTIVITY:
Deposits & deposits fro Biopad                           $  (247,937)
Cash Acquired in Merger                                           89
Purchases of property and equipment                           (4,467)           $   (2,132)
--------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES                    $  (252,315)           $   (2,132)

CASH FLOW FROM FINANCING ACTIVITY

Proceeds(Payment) of Debt                                $   452,827            $  460,000
Proceeds from issuance of common stock,
 net of costs                                              2,933,100               557,228
--------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                $ 3,385,927            $1,014,921

Net Increase(Decrease) in Cash                           $   358,999            $   50,929

Cash at the beginning of the period                           10,554                21,116
--------------------------------------------------------------------------------------------
CASH AT THE END OF THE PERIOD                            $   369,553            $   72,045
--------------------------------------------------------------------------------------------


SUPPLEMENTAL SCHEDULE OF CASH FLOWS:
Cash paid during the year for interest                   $    32,641
============================================================================================
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING
 ACTIVITIES:
Warrants Issued for deferred interest on loans           $   196,000
============================================================================================

============================================================================================
</TABLE>



See accompanying notes to consolidated financial statements


                                       7

<PAGE>


                          SYNOVA HEALTHCARE GROUP, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005
                                   (Unaudited)

NOTE 1- FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated financial statements have been
prepared by Synova Healthcare Group, Inc. ("Synova") and its subsidiaries,
Synova Healthcare, Inc. and Synova Pre-Natal Healthcare, Inc. (collectively,
"Company"). These statements include all adjustments (consisting only of its
normal recurring adjustments) which management believes necessary for a fair
presentation of the statements and have been prepared on a consistent basis
using the accounting polices described in the Summary of Accounting Policies
included in the Registration Statement of Synova originally filed on March 22,
2005, as amended and supplemented (the "Registration Statement"). Certain
financial information and footnote disclosures normally indicated in financial
statements prepared in accordance with accounting principals generally accepted
in the United States have been condensed or omitted pursuant to those rules and
regulations, although the Company firmly believes that the accompanying
disclosures are adequate to make the information presented not misleading. The
Notes to Financial Statements included in the Registration Statement should be
read in conjunction with the accompanying interim financial statements. The
interim operating results for the three months and nine months ended September
30, 2005 may not be indicative of operating results expected for the full year.

Basis of Presentation
The consolidated financial statements include the accounts of Synova and its
subsidiaries. On February 10, 2005 Synova's wholly owned subsidiary, Synova ABGL
Merger Sub, Inc., a Delaware corporation, merged with Synova Healthcare, Inc.
The stockholders of Synova Healthcare, Inc. have a controlling interest in the
Company. All material inter-company transactions have been eliminated in
consolidation. Under accounting principles generally accepted in the United
States, the share exchange is considered to be a capital transaction in
substance, rather than a business combination. That is, the share exchange is
equivalent to the issuance of stock by Synova Healthcare, Inc. for the net
monetary assets of Synova Healthcare Group, Inc., accompanied by a
recapitalization, and is accounted for as a change in capital structure.
Accordingly, the accounting for the share exchange will be identical to that
resulting from a reverse acquisition, except no goodwill will be recorded. Under
reverse takeover accounting, the post reverse acquisition comparative historical
financial statements of the legal acquiror, Synova Healthcare Group, Inc., are
those of the legal acquiree, Synova Healthcare, Inc., which are considered to be
the accounting acquiror.

Loss Per Share
The Company follows SFAS 128, "Earning per Share", resulting in the presentation
of basic and diluted loss per share. The basic loss per share calculations
include the change in capital structure for all periods presented. For the three
and nine months ended September 30, 2005 and 2004, the basic and diluted loss
per share is the same, since the assumed conversion of the stock options and
warrants would be antidilutive because the Company experienced a net loss for
such periods.

NOTE 2 - REVERSE MERGER
Effective February 10, 2005, Synova Healthcare Group, Inc completed its merger.
The merger was accounted for as a reverse acquisition by Synova Healthcare
Group, Inc. The following pro forma consolidated statements of operations assume
the merger was effective January 1, 2005.


                                     FOR THE NINE
                                     MONTHS ENDING
                                  SEPTEMBER 30, 2005

Net Sales                              $215,753
Net Income                           (2,705,186)
Basic and Diluted Loss Per Share         $(0.22)


                                       8
<PAGE>

NOTE 3 - DEPOSITS

On September 23, 2005, the Company entered into a share purchase agreement to
acquire a 25% interest in BioPad, Ltd. ("BioPad"). To date, Synova has paid
$250,000 as a deposit to BioPad against the purchase price of $2,630,000. The
transaction is expected to close on or about November 15, 2005. The agreements
were entered into in connection with the distribution agreement previously
entered into between the Company and BioPad relating to the distribution of
fetal monitoring products.


NOTE 4 - LINE OF CREDIT AND TERM LOAN

On April 28, 2005, the Company closed on a term note of $475,000 and line of
credit of $300,000 with Wachovia Bank. The term loan is for a period of one year
and bears interest at 5.25%. The line of credit is for a period of one year and
bears interest at prime, plus .50%. The term loan is secured and collateralized
with a money market account. The line of credit is secured with a personal
guaranty from each of Stephen E. King and David J. Harrison. The proceeds from
the term loan satisfied the loan payable scheduled to mature May 1, 2005. The
term loan utilization was $280,102 and $100,000 was drawn from the line of
credit as of September 30, 2005.

On August 30, 2005, Tiger-Eye Holdings Limited ("Tiger-Eye") loaned $500,000 to
the Company pursuant to a note bearing interest at an annual rate of 9%. The
note matures nine months from August 30, 2005. Additionally, on September 2,
2005, Mark Nussberger ("Nussberger") loaned $50,000 to the Company pursuant to a
note bearing interest at an annual rate of 9%. The note matures nine months from
September 2, 2005. The principal balance of the note of each of Tiger-Eye and
Nussberger is convertible, if their respective loans are not repaid in full at
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 twenty trading days
preceding the maturity date.

NOTE 5 - STOCKHOLDERS' EQUITY

COMMON STOCK
In January 2005, Synova Healthcare, Inc. issued 2,000 pre-merger shares (17,500
post-merger) of its common stock in exchange for professional services. The
Company recognized consulting expenses of $15,000.

In January 2005, Synova Healthcare, Inc. sold 20,502 pre-merger shares (179,932
post-merger) of its common stock and received net proceeds of $147,000.

In January 2005, Synova Healthcare, Inc. issued 40,132 pre merger shares
(351,155 post-merger) of its common stock in exchange for commissions associated
with the private placement offering of 3,500,000 shares of Synova Healthcare
Group, Inc. common stock. The Company recognized an offering cost of $300,900.

On February 10, 2005, the date of the merger, each stockholder of Synova
Healthcare, Inc. received 8.75 shares of common stock in Synova Healthcare
Group, Inc. for each share of Synova Healthcare, Inc. common stock. At that
time, 735,766 shares of Synova Healthcare, Inc. common stock were converted into
6,437,952 shares of Synova Healthcare Group, Inc. common stock.

Upon the date of the merger, the Company commenced a private placement offering.
On March 22, 2005, the Company closed the private placement offering by raising
net proceeds of $2,786,100 for 3,500,000 units, each unit consisting of one
share of common stock and a warrant to purchase .80 shares of common stock at a
purchase price of $1.00 per unit. The warrants are exercisable by their holders
at any time during the five-year period following their issuance, at a price of
$2.00 per share (subject to adjustments) in cash at any time and through a
"cashless exercise" by net share settlement after one year from the warrants'
issuance date if there is no effective registration statement covering the
resale of the common stock underlying the warrants by such date. The Company may
call the warrants for redemption if the average trading price of its common
stock exceeds $3.00 per share and the average trading volume of its common stock
exceeds 33,333 shares per day for twenty (20) consecutive trading days. 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.

                                       9
<PAGE>
OPTIONS
On or shortly after the effective date of the merger, the Company granted two
executive officers non-qualified stock options to purchase up to 375,000
(subject to customary adjustments) shares of the Company's common stock at an
exercise price of $0.25 per share. The stock options vest upon the Company
meeting certain performance goals, as defined in the stock option agreement. The
executives are required to exercise the stock options within 75 days after they
become vested. As of September 30, 2005, none of the performance goals have been
achieved. On September 30, 2005, the two executives forfeited all rights to
these stock options.

On April 26, 2005, the Company granted four directors non-qualified stock
options to purchase up to 25,000 (100,000 shares total) shares of the Company's
common stock at an exercise price of $1.82 per share. The stock options vest on
February 10, 2006 and expire February 10, 2016. Also on April 26, 2005, the
Company granted one employee options to purchase up to 12,500 shares of the
Company's common stock at an exercise price of $1.82 per share. The stock
options vest on March 01, 2006 and expire on March 01, 2016.

On June 3, 2005 the Company granted one employee options to purchase up to 4,000
shares of the Company's common stock at an exercise price of $2.00 per share.
The stock options vest on June 1, 2006 and expire on June 1, 2016.

On September 19, 2005, granted Robert Edwards, the Company's Chief Financial
Officer, to receive an option to purchase 200,000 shares of the Company's common
stock at a price of $2.50 per share. Twenty-five percent of the options vest
annually over each of the first four years of his employment on the anniversary
date of his hire. The options are contingent on continued employment and expire
September 15, 2016.

WARRANTS

In January 2005, the Company issued warrants to purchase 28,648 shares. 10,710
of these shares are exercisable at $0.01 per share, and 17,938 of these shares
are exercisable at $1.00 per share. The warrants were issued pursuant to Section
4(2) of the Securities Act in exchange for services. The warrants are
exercisable until January 2015. In accordance with the fair value method as
described in accounting requirements of SFAS No. 123, the Company recognized
professional consulting expenses of $241,400.

In August 2005, the Company issued warrants to purchase 220,000 shares
exercisable at $2.50 per share. The warrants were issued pursuant to Section
4(2) of the Securities Act in exchange for services. The warrants are
exercisable until August 2007. In accordance with the fair value method as
described in accounting requirements of SFAS No. 123, the Company recognized
deferred loan interest expense of $196,000. The loan interest will be amortized
over the term of the loan.

NOTE 6 - INCOME TAXES
There is no income tax benefit for the losses for the three and nine months
ended September 30, 2005 and 2004 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 7 - MAJOR CUSTOMER
The Company's largest customer accounted for $136,829 and $0 in gross revenue
for the nine months ended September 30, 2005 and September 30, 2004,
respectively, and approximately 48.4% of accounts receivable as of September 30,
2005.

NOTE 8 - SUBSEQUENT EVENTS
On October 3, 2005, the Company issued 125,000 shares of Common Stock to The
Video Agency (TVA) as a part of a contract to provide various media services
which include print, radio and television advertising mediums. The value of the
stock at the day of issuance was $2.52 or $315,000.

On October 16, 2005 the Company granted one employee options to purchase up to
100,000 shares of the Company's common stock at a price of $2.68 per share.
Twenty-five percent of the options vest annually over each of the first four
years of his employment on the anniversary date of his hire. The options are
contingent on continued employment and expire September 16, 2016.

                                       10
<PAGE>

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

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATION

         The following discussion and analysis of the Company's financial
condition and results of operations should be read in conjunction with the
Company's consolidated financial statements and the notes thereto and other
financial information appearing elsewhere in this quarterly report. This
discussion and analysis contains forward-looking statements relating to the
Company's future events or its future financial performance. These
forward-looking statements involve certain risks, uncertainties and assumptions.
In light of these risks and uncertainties, the forward-looking events discussed
in this report might not occur. The Company's actual financial results and
performance may differ materially from those anticipated. Factors that may cause
actual results or events to differ materially from those contemplated by the
forward-looking statements include, among other things, the matters set forth
under the caption "Risk Factors" contained in the Company's Registration
Statement.

         You are cautioned not to place undue reliance on forward-looking
statements contained in this quarterly report as they speak only as of the date
of the quarterly report. The Company undertakes no obligation to publicly update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.


         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 10, 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.

         BUSINESS OVERVIEW

         The Company is an early stage company dedicated to the development and
marketing of both over-the-counter ("OTC") and point-of-care ("POC")
non-invasive medical diagnostic tests. The Company intends to focus its
development efforts on products that offer consumers and healthcare
professionals non-invasive diagnostics that rapidly and accurately diagnose
and/or monitor the onset of health conditions. The Company's goal, where
possible, is to supplant traditional invasive diagnostic testing, like blood
tests, with less invasive, OTC or POC, diagnostic tests. The Company is
committed to building a portfolio of such products.

         The Company's existing products, Menocheck(R) and MenocheckPro(TM) are
respectively, in-home and in-office, non-invasive urine FSH 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 menopause stage of their lives. Menocheck(R) is an easy to use product and
functions in a manner similar to the OTC pregnancy tests that are commonly used
today. MenocheckPro(TM) is an FDA approved diagnostic for POC testing that
enables physicians to quickly and accurately determine whether their patients
have entered menopause.

                                       11
<PAGE>

         The Company intends to distribute and market Menocheck(R) through
mainstream, chain, drug stores, food stores, mass merchandise retailers and
leading wholesalers. In November 2003, the Company initiated the first shipments
of Menocheck(R) to Walgreens. Retail distribution of Menocheck(R) increased
through 2004, and Menocheck(R) is presently available at several food, drug and
discount stores, including Walgreens, Albertsons, Eckerd, Peyton Southeast,
Longs Drug, and Happy Harry's. Menocheck(R) is also available through leading
wholesalers, including Amerisource Bergen, Cardinal Health, and D&K Healthcare.
The Company believes it will continue to secure additional points of retail
distribution in the future.

         The Company intends to distribute and market MenocheckPro(TM) through
physician supply organizations, which routinely serve as sales distribution
partners for products like MenocheckPro(TM). These relationships, when secured,
will provide broad national and regional presence to support the selling of
MenocheckPro(TM) into healthcare providers' offices. The Company has finalized
relationships with certain physician supply organizations during the first
quarter of 2005. The Company anticipates that additional distribution partners
will be added in the coming months in order to increase its sales presence at
the professional level.

         The Company markets both Menocheck(R) and MenocheckPro(TM) through
traditional brand advertising mediums. The marketing effort has included full
page advertisements in several national magazines, as well as regional and
national radio advertisements. Promotion via the internet and trade show
exhibits directed toward both consumers and healthcare professionals are also
important components of the marketing mix. Public relations activities and
newspaper advertorial campaigns have resulted in strong media coverage. Other
promotional sponsorship activities planned for the future are also expected to
play an important role in continuing to drive customer awareness of both
products.

         The Company's business strategy is based primarily upon developing
and/or distributing non-invasive medical diagnostics that offer rapid results
with substantial accuracy. The main factors the Company views as critical to its
current business strategy relative to Menocheck(R) and MenocheckPro(TM) are:

         (i)      increase customer awareness and adoption for its products;

         (ii)     increase retail distribution for Menocheck(R);

         (iii)    expand sales distribution partners who represent
                  MenocheckPro(TM);

         (iv)     ensure the comprehensive training of all sales
                  representatives; and

         (v)      successfully launch new marketing initiatives to support both
                  its products.

         The concentration of the Company's current OTC business into a few
customers in the retail market brings a certain amount of risk to its business.
The potential loss of one of these customers could dramatically affect its
business. The Company expects, however, to be successful in expanding its OTC
business in the retail market, and in mitigating the risk associated with this
present concentration of business. The Company views increased retail
distribution and market share in the OTC market as critical to its future
success.

         The Company believes the expansion of its sales distribution partners
for MenocheckPro(TM) will facilitate a more rapid product adoption by healthcare
professionals. These sales distribution partners will be more effective if their
sales people are well trained with the Company's products. Accordingly, the
Company intends to focus on the identification of additional sales distribution
partners, and the efficient training of their respective sales people.

         Increased marketing and promotion of the Company's products are also
critical to its success. Capital raised in its recent unit offering has been
allocated primarily to support sales and marketing initiatives in both the OTC
and POC market segments. These expenditures are aimed at increasing customer
awareness and product adoption for its products. However, these expenditures may
not result in a sufficient increase in revenues to cover such advertising and
promotional expenses. Even if brand recognition increases, the number of
consumers and/or healthcare providers purchasing the Company's products may not
increase.

         The Company had no operating business until February 10, 2005, when its
wholly owned subsidiary, Synova AGBL Merger Sub, Inc. merged with Synova
Healthcare, Inc. As of the effective date of the merger, the business of Synova
Healthcare Inc. became the Company's business.

                                       12
<PAGE>

         Factors affecting the Company's results of operations for the third
quarter of 2005 were related to its continued focus on driving revenue growth of
Menocheck(R) and MenocheckPro(TM), and the accompanying promotional expenses
associated with efforts directed toward increasing product awareness and
adoption. During the third quarter of 2005, the Company also allocated resources
toward the conclusion of efforts associated with the attainment of an effective
registration statement with the SEC. These expenses included legal and
accounting fees which aggregated approximately $120,764 for the third quarter
and $224,246 for nine months ended Septmber 30, 2005. The Company also incurred
expenses related to new business development over this period.

         Gross sales for the third quarter of 2005 were $198,424, and
represented a 8% increase over the $183,093 of recorded gross sales in the
immediate prior quarter (second quarter of 2005). Net sales in the third quarter
of 2005 totaled $103,063 representing a $6,061 decrease over net sales recorded
in the second quarter of 2005, which were $109,124.

         Through the third quarter of 2005, the Company continued to deploy
co-operative advertising initiatives with its retailers in an effort to drive
product sales throughout the third quarter and into 2005. The expense associated
with this initiative totaled $89,533 and $216,211 for the three and nine months
ended September 30, 2005 and was recorded as an offset against gross revenues.
For the three and nine months ended September 30, 2005 gross sales were $198,424
and $460,884 respectively. The co-operative advertising initiatives consisted
primarily of store or retailer specific advertising and coupon promotion. The
Company also supported its products over the third quarter with other marketing
and advertising initiatives, including a national radio advertising campaign
which was supported by print advertising and direct mail initiatives. The
Company is continuing to grow its brands, as well as this new product category.
The Company believes its marketing related expenses which totaled $341,002 in
the third quarter of 2005 and $1,257,357 through September 30, 2005, combined
with the co-operative advertising have directly contributed to comparable gross
sales for the quarter. In addition, the Company has initiated a sampling program
called "free to check", which will start in conjunction with a national
menopause awareness programs.

 New Business Development: Non-invasive Fetal Monitoring

         On September 9, 2005, the Company announced that its wholly owned
subsidiary, Synova Pre-Natal Healthcare, Inc., had executed a distribution
agreement with BioPad, Ltd. ("BioPad"), a research and development organization
based in Israel. Under the agreement, BioPad will develop an innovative and
non-invasive medical device that is expected to prove useful in the field of
fetal monitoring. Synova Pre-Natal will become the exclusive distributor of the
product in the initial territories of the United States, Canada and Mexico.

         On September 23, 2005, Synova Pre-Natal entered into a share purchase
agreement by and between Synova Pre-Natal and BioPad, and a shareholders'
agreement by and among Synova Pre-Natal, BioPad and the holders of ordinary
shares of BioPad set forth on the signature pages thereto, each dated as of
September 23, 2005. The agreements were entered into in connection with the
distribution agreement previously entered into between Synova Pre-Natal and
BioPad relating to the distribution of fetal monitoring products.

         Pursuant to the terms and conditions of the share purchase agreement,
Synova Pre-Natal agreed to purchase ordinary shares constituting twenty-five
percent (25%) of the issued and outstanding ordinary shares of BioPad on a filly
diluted basis (excluding options that may be granted to employees of BioPad in
an amount equal to up to ten percent (10%) of the issued and outstanding
ordinary shares of BioPad) for an aggregate purchase price of $2,630,000 in
several closings commencing on November 15, 2005 and conditioned upon BioPad's
satisfaction of certain operational milestones. Pursuant to the terms of the
shareholders agreement, Synova Pre-Natal will be granted certain rights with
respect to the ordinary shares, including a pre-emptive right on future
issuances of equity securities by BioPad, a right of first refusal on transfers
of ordinary shares by shareholders of BioPad and a co-sale right to sell the
ordinary shares of BioPad in the event that the shareholders holding a majority
of the outstanding ordinary shares of BioPad elect to sell their shares. Synova
Pre-Natal will be required to sell its ordinary shares in the event that the
shareholders holding sixty-six and two-thirds percent (66.7%) of the outstanding
ordinary shares of BioPad elect to sell their shares. The ordinary shares
acquired by Synova Pre-Natal will have piggyback registration rights. Under the
terms of the shareholders agreement, Synova Pre-Natal is entitled to appoint
twenty-five percent (25%) of the directors serving on BioPad's board of
directors and to receive certain financial and operational information relating
to BioPad periodically. If Synova is unable to purchase the full amount of
ordinary shares of BioPad, then BioPad has certain rights which may allow BioPad
to terminate the distribution agreement between BioPad and Synova Pre-Natal. To
date, Synova has paid $250,000 to BioPad against the purchase price of
$2,630,000.

                                       13
<PAGE>

         The shareholders agreement also allows any successor in interest of
BioPad to terminate the distribution agreement if the successor in interest of
BioPad acquires all or substantially all of the assets of BioPad or at least
fifty percent (50%) of the voting control of BioPad, or succeeds to BioPad as
the result of a merger or consolidation of BioPad. Any such successor electing
to terminate the distribution agreement is required to pay to Synova Pre-Natal a
termination fee designed to reimburse Synova Pre-Natal a multiple of the costs
incurred by Synova Pre-Natal to commercialize the products licensed under the
distribution agreement.

RESULTS OF OPERATIONS

         THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2004

         Net Sales. Net sales consists of product sales, net of product returns
and cooperative advertising. Net sales decreased $195,222 or 65%, to $103,063
for the three months ended September 30, 2005, from $298,285 for the three
months ended September 30, 2004.

The following details the changes in net sales during such periods by type of
customer.

         Over-the-Counter (OTC). Net sales decreased $191,378 to $101,927 for
the three months ended September 30, 2005 from $293,305 for the three months
ended September 30, 2004.

         Point-of-Care (POC). Net sales decreased $3,844 to $1,136 for the three
months ended September 30, 2005 from $4,980 for the three months ended September
30, 2004.

         Gross Profit. Gross profit decreased $173,341 to $59,718 for the three
months ended September 30, 2005, from $233,059 for the three months ended
September 30, 2004. Gross profit as a percentage of revenue (gross margin)
decreased to 57.9 % for the three months ended September 30, 2005 from 78.1% for
the three months ended September 30, 2004. The decrease in gross profits follows
the decrease in net revenue. However, as a percentage of net sales, it is lower
as a result of higher co-operative sales expenses in the quarter ended September
30, 2005.

         Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $584,374 to $993,600 for the three months
ended September 30, 2005 from $409,226 for the three months ended September 30,
2004. Included in selling, general and administrative expenses are three sub
categories: selling and marketing expenses, personnel expenses and general and
administrative expenses.

         Selling and marketing expenses increased $146,140 to $370,542 for the
three months ended September 30, 2005 from $224,402 for the three months ended
September 30, 2004. The increase in selling and marketing expenses was primarily
driven by a radio advertising campaign directed at the OTC segment.

         Personnel expenses increased $42,869 to $162,095 for the three months
ended September 30, 2005 from $119,226 for the three months ended September 30,
2004. The increase in personnel expenses was primarily the result of increased
working personnel to six full-time employees for the three months ended
September 30, 2005 as compared to three full-time employees for the three months
ended September 30, 2004.

         General and administrative expenses increased $395,365 to $460,963 for
the three months ended September 30, 2005 from $65,598 for the three months
ended September 30, 2004. The increase in general and administrative expenses
was driven by professional consulting expenses associated with the reverse
merger acquisition, the filing of the Company's Registration Statement, the
Biopad transaction and ongoing new business development.

         Operating Loss. As a result of the foregoing, the operating loss was
$933,882 for the three months ended September 30, 2005 as compared with the
operating loss of $176,167 for the three months ended September 30, 2004. The
majority of the increase in the operating loss was attributable to the increase
in selling, general and administrative expenses.

         Net Loss. As a result of the foregoing, the Company reported a net loss
of $962,305 for the three months ended September 30, 2005 as compared to a net
loss of $193,879 for the three months ended September 30, 2004.

                                       14
<PAGE>


         NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2004

         Net Revenue. Net Revenue for the nine months ended September 30, 2005
was $215,753 compared to $484,138 for the nine months ended September 30, 2004,
a decrease of 55.5%. For the nine months ended September 30, 2004 sales were
stronger than the same period in 2005 resulting from increasing points of retail
distribution during that time period, combined with a number of successful
marketing initiatives and co-operative advertising programs with major
retailers. As the Company continues to implement its marketing plans with
Menocheck(R) in the retail market and introduces MenocheckPro(TM) into the POC
physician market, it anticipates that revenue will be comparable to or exceed
2004 levels. There can be no assurance, however, that the Company's revenue will
increase to the extent it expects, or at all.

         The following details the changes in net sales during such periods by
type of customer.

         Over-the-Counter. Net sales decreased $306,523 to $171,597 for the nine
months ended September 30, 2005 from $478,120 for the period ended September 30,
2004. For the nine months ended September 30, 2004, net sales were stronger than
the same period in 2005, resulting from increasing points of retail distribution
during that time period, versus the same period in 2005.

         Point-of-Care. Net Sales increased $38,138 to $44,156 for the nine
months ended September 30, 2005 from $6,018 for the nine months ended September
30, 2004. The increase in net sales was a result of increased distribution of
MenocheckPro(TM) into the professional healthcare market place.

          Gross Profit. Gross profit decreased to $119,806 for the nine months
ended September 30, 2005, from $319,926 for the year ended September 30, 2004, a
decrease of 62.5%. The decrease in gross profits follows a decrease in gross
sales. Gross profit as a percentage of revenue (gross margin) decreased to 55.5%
for the nine months ended September 30, 2005 from 66.0% for the nine months
ended September 30, 2004. The decrease in gross margin percentage follows a
increase in co-operative advertising as a percentage of total gross sales.

            Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $1,536,461 to $2,729,657 for the nine months
ended September 30, 2005 from $1,193,196 for the period ended September 30,
2004. Included in selling, general and administrative expenses are three sub
categories: selling and marketing expenses, personnel expenses and general and
administrative expenses.

         Selling and marketing expenses increased $690,949 to $1,330,455 for the
nine months ended September 30, 2005 from $639,506 for the period ended
September 30, 2004. The increase can be attributed to advertising and brokerage
fees related to product sales.

         Personnel expenses increased $116,543 to $458,933 for the nine months
ended September 30, 2005 from $342,390 for the period ended September 30, 2004.
The increase in personnel expenses was the result of full year of operations for
the twelve months ended September 30, 2004.

         General and administrative expenses increased $728,968 to $940,268 for
the nine months ended September 30, 2005 from $211,300 for the period ended
September 30, 2004. The increase in general and administrative expenses was
driven by professional consulting expenses associated with the reverse merger
acquisition, the filing of the Company's Registration Statement and ongoing new
business development.

         Operating Loss. As a result of the foregoing, the operating loss was
$2,609,851 for the nine months ended September 30, 2005, compared with the
operating loss of $873,270 for the period ended September 30, 2004. The majority
of the increased loss was attributable to the increase in selling, general and
administrative expenses for the nine months ended September 30, 2005.

         Net Loss. As a result of the foregoing, the Company reported a net loss
of $2,655,408 for the nine months ended September 30, 2005, compared to a net
loss of $906,667 for the period ended September 30, 2004.

         LIQUIDITY AND CAPITAL RESOURCES

         As of September 30, 2005, the Company had $369,553 in cash on hand
compared to $72,045 in cash on hand as of September 30, 2004. In addition the
increase of $358,999 from December 31, 2004, resulted from proceeds received
from the Company's 2005 private unit offering. As of December 31, 2004, the
Company had a cash balance of $10,554.

                                       15
<PAGE>

         Based on its current operations, the Company believes that its
available cash and its available borrowings under a new secured credit facility
will be adequate to meet its liquidity needs for at least the next three months.
The Company intends to seek additional sources of equity or debt capital. The
Company cannot assure you, however, that its business will generate sufficient
cash flows from operations or such sources of capital will be available to it in
an amount sufficient to enable it to fund its liquidity needs.

         Operating Activity. The Company's operating activities used $2,774,613
for the nine months ended September 30, 2005 compared to $964,228 used for the
nine months ended September 30, 2004. The $2,784,613 use of cash was primarily
attributable to the operating loss of $2,655,186 for the nine months ended
September 30, 2005, a decrease in accounts payable by $163,871 and an increase
in accounts receivable and prepaid expenses and other current assets by $197,958
and $226,472 respectively. This was offset by the issuance of stock and warrants
for services and deferred loan interest by $452,400.

         Investing Activities. The Company's capital expenditures for the nine
months ended September 30, 2005 were $4,467 compared to capital expenditures and
$250,000 for initial deposit for BioPad investment for the nine months ended
September 30, 2004 of $2,132. The increase in capital expenditures is related
to investing in computer and office equipment for working personnel increases
for the nine months ended September 30, 2005.

         Financing Activities. Financing activities provided $3,385,927 for the
nine months ended September 30, 2005, compared to cash provided of $1,014,921
for the nine months ended September 30, 2004. The increase in financing activity
is related to the issuance of 20,502 shares (179,392 post-merger shares of
Synova Healthcare Group, Inc.) of Synova Healthcare, Inc. stock for proceeds of
$147,000. Also, $2,786,100 in net proceeds was provided from the private
placement of 3,500,000 shares of the Company's common stock and warrants to
purchase 2,800,000 shares of the Company's common stock. The total proceeds for
both offerings was $ 2,933,100.

         Capital Resources. As of September 30, 2005, working capital was
$(418,640) an increase of $401,102 from December 31, 2004. This increase is a
result of the Company's 2005 private unit offering.

         On August 30, 2005, Tiger-Eye Holdings Limited ("Tiger-Eye") loaned
$500,000 to the Company pursuant to a note bearing interest at an annual rate of
9%. The note matures six months from August 30, 2005. Additionally, on September
2, 2005, Mark Nussberger ("Nussberger") loaned $50,000 to the Company pursuant
to a note bearing interest at an annual rate of 9%. The note matures six months
from August 31, 2005. The principal balance of the note of each of Tiger-Eye and
Nussberger is convertible, if their respective loans are not repaid in full at
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 twenty trading days
preceding the maturity date.

         In connection with the loans, Tiger-Eye and Nussberger received a
warrant to purchase 200,000 shares and 20,000 shares, respectively, of common
stock at an exercise price of $2.50 per share. The warrants were immediately
exercisable and expire two years from the issuance date. If the Company receives
at least $1,500,000 of proceeds from the exercise of the warrants issued in
connection with the March 2005 private placement, the Tiger-Eye and Nussberger
loans must be prepaid prior to maturity. Tiger-Eye and Nussberger have the right
under certain terms and conditions to have the shares underlying the warrants
included in certain registration statements the Company files with the
Securities and Exchange Commission ("SEC").

         If the closing price of the common stock for each of ten consecutive
trading days exceeds $4.00 per share, and a registration statement has been
filed and declared effective by the SEC covering the underlying warrant shares,
the Company may redeem the Tiger-Eye and Nussberger warrants at a price equal to
$.01 per warrant fifteen days after the delivery of notice of the same.

         The Company has secured a line of credit and term loan with Wachovia
Bank, N.A. for $300,000 and $475,000, respectively. The term loan is for a
one-year term and bears interest at a rate of 5.25% per annum. The line of
credit is also for a one-year term and bears interest at Wachovia Bank's prime
rate, plus .50%. The interest rate under the line of credit was 6.50% as of June
20, 2005. There are no financial covenants associated with the term loan or line
of credit. The term loan is secured and collateralized with a money market
account. The line of credit is secured with a personal guaranty from each of
Stephen E. King and David J. Harrison. Both the line of credit and the term loan
expire on April 28, 2006. The Company believes it can renegotiate a new line of
credit at that time. The Company believes the line of credit along with the
proceeds from the March 2005 private unit offering and cash flow from operating
activities will be sufficient to finance operations for a period of at least the
next three months.

                                       16
<PAGE>

         Contractual Obligations. The Company leases office space with the lease
expiring on November 30, 2005. As of September 30, 2005, the Company had no
other material commitments or obligations.

         Off-Balance Sheet Items. The Company had no off-balance sheet items as
of September 30, 2005.

         Related Party Transactions. In January 2005, Synova Healthcare, Inc.
issued 1,000 shares of stock to Mr. Jeffrey Pelesh, an independent contractor,
for accounting services. Mr. Pelesh has since become a member of the Company's
board of directors.

         CRITICAL ACCOUNTING POLICES AND ESTIMATES

         The Company prepared its consolidated financial statements in
conformity with accounting principles generally accepted in the United States of
America. As such, the Company is required to make certain estimates, judgments
and assumptions that it believes are reasonable based upon the information
available. These estimates and assumptions that the Company believes 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 the Company believes are the most critical
to aid in fully understanding and evaluating its reported financial results
include the following:

         Revenue Recognition. The Company sells its 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 the SEC's Staff Accounting Bulletin No. 104 (SAB
104) "Revenue Recognition," the Company recognizes revenue when persuasive
evidence of a customer or distributor arrangement exists or acceptance occurs,
receipt of goods by customer has occurred, the price is fixed or determinable,
and the sales revenues are considered collectible. Subject to these criteria,
except with respect to customers that buy products on pay-on-scan terms, the
Company recognizes revenue at the time merchandise is received by the customer.

         The Company recognizes pay-on-scan sales as revenues when it is
notified of the customer's sales through weekly sales reports.

         Based on the monitoring of sales activity and the fact that all of the
Company's major customers have reordered, the Company does not believe an
allowance for product returns is necessary at this time because it does not
expect any significant returns in the normal course of business. The Company
will continue to monitor sales activity in the future to determine when and if
an allowance is necessary.

         The Company treats temporary price reduction (TPR) programs,
merchandising fees, co-op advertising and slotting expenses as a reduction of
revenues. The Company records the liability when persuasive evidence exists that
the Company and the customer or distributor have reached agreement and that an
advertising action will result in an expense to it in the near future. The
liability is maintained until the customer takes the deduction against payments
due.

         Allowance for Doubtful Accounts. The Company makes estimates of
potentially uncollectible customer accounts receivable. Its reserves are based
on an analysis of individual customer and historical write-off experience. Its
analysis includes the age of the receivable, creditworthiness and general
economic conditions. The Company believes the results could be materially
different if historical trends do not reflect actual results or if economic
conditions worsen.

         Product Return Allowance. The Company has a formal policy for returns,
solely for unsaleable product. The Company uses a return allowance procedure to
issue authorizations to retailers to destroy damaged or expired product. This
ensures that it can effectively govern and oversee the amounts and reasons for
any return of unsaleable product.

     The method the Company uses to determine return exposure for unsaleable
product in the distribution channel consists of analyzing the orders from its
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:

1. Ex-factory Sales Analysis

         a.       The Company assesses the size and frequency of the orders, by
                  customer. The Company checks to make sure that the size and
                  frequency of the order is in-line with its current channel
                  estimates.
                                       17
<PAGE>

2. Point-of-Sale Analysis

         a.       This information is actual sales information provided by its
                  customers either directly or indirectly. The Company is
                  currently using two different data sources.

3. Metric Analysis
   Using data obtained from similar customers the Company is able to reasonably
   estimate POS levels at a retailer that does not report sales. This is done
   by creating a metric such as estimated units sold per store/retailer. This
   is often validated via reports that can be obtained by request from the
   retailer.

4. Business Planning
   Each year the Company establishes a business plan for each customer. Sales
   estimates and co-operative advertising estimates are included. When the
   Company assesses inventory levels it also considers upcoming promotional
   activities and co-operative advertising initiatives which may cause
   increases in sales. For example, if a retailer is having a promotion to
   drive sales, it can reasonably expect based on prior history that they will
   order more product during that period. Similarly, historical evidence
   suggests that when the Company launches major marketing initiatives it
   causes sales to rise at the point of sale. This would diminish existing
   inventory in the channel and would require increased order activity by its
   customers.

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


         RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         In December 2004, the FASB revised SFAS 123, "Accounting for
Stock-Based Compensation" to require all companies to expense the fair value of
employee stock options. SFAS 123(R) is effective for the first period begining
after December 15, 2005 for a small business issuer.


ITEM 3. CONTROLS AND PROCEDURES.
         As required by Rule 13a-15 under the Exchange Act, as of the end of the
period covered by this quarterly report, the Company evaluated the effectiveness
of the design and operation of its disclosure controls and procedures. This
evaluation was carried out under the supervision and with the participation of
the Company's management, including the Chief Executive Officer and Chief
Financial Officer. Based upon that evaluation, the Company's Chief Executive
Officer and Chief Financial Officer concluded that the Company's disclosure
controls and procedures are effective. There have been no changes in the
Company's internal controls or in other factors during the quarter, which could
significantly affect internal controls subsequent to the date it carried out its
evaluation.

         Disclosure controls and procedures and other procedures are designed to
ensure that information required to be disclosed in the Company's reports filed
or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time period specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act is
accumulated and communicated to management, including the Company's Chief
Executive Officer and Chief Financial Officer as appropriate, to allow timely
decisions regarding required disclosure.



                                       18
<PAGE>


                          PART II -- OTHER INFORMATION

ITEM 1 -- LEGAL PROCEEDINGS.
None.

ITEM 2 -- UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.

ITEM 3 -- DEFAULTS UPON SENIOR SECURITIES.
None.

ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.

ITEM 5 -- OTHER INFORMATION
None.

ITEM 6 -- EXHIBITS.
Exhibit 31.1-Chief Executive Officer Certification pursuant to Section 302 of
the Sarbanes-Oxley Act
Exhibit 31.2-Chief Financial Officer Certification pursuant to Section 302 of
the Sarbanes-Oxley Act
Exhibit 32.1- Section 1350 Certification of the Chief Executive Officer
Exhibit 32.2- Section 1350 Certification of the Chief Financial Officer


                                       19
<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.

/s/  Stephen E. King
-----------------------------------
Stephen E. King
Chief Executive Officer                               Date: November 14, 2005


/s/  Robert Edwards
-----------------------------------
Robert Edwards
Chief Financial Officer                                 Date: November 14,2005







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