<PAGE>

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

                                AMENDMENT NO. 1
                                  FORM 10-QSB/A

(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, 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 |_| No |X|

                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of October 3, 2005, the number of shares of common stock, par value $.001,
outstanding was 12,937,952.

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>

                                EXPLANATORY NOTE

         On March 17, 2006, Synova Healthcare Group, Inc., a Nevada corporation
(the "Company"), filed a Current Report on Form 8-K with the Securities and
Exchange Commission (the "SEC") disclosing that it would be required to restate
its unaudited financial statements as of and for the period ended June 30, 2005,
which were contained in its Quarterly Report on Form 10-QSB for the quarter
ended June 30, 2005 (the "Original Form 10-QSB"), as filed with the SEC on
October 3, 2005. The Company is filing this Amendment No. 1 on Form 10-QSB/A to
(i) restate its unaudited financial information originally filed in the Original
Form 10-QSB, (ii) make other changes to the Original Form 10-QSB consistent with
such restatement, and (iii) make other corrections and changes to such filing
and to add certain exhibits thereto.



































<PAGE>
                          SYNOVA HEALTHCARE GROUP, INC.

                                 AMENDMENT NO. 1
                                  FORM 10-QSB/A
                       FOR THE QUARTER ENDED JUNE 30, 2005
                                TABLE OF CONTENTS


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

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...........................................19

PART II    OTHER INFORMATION

Item 1.    Legal Proceedings.................................................20

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.......20

Item 3.    Defaults Upon Senior Securities...................................20

Item 4.    Submission of Matters to a Vote of Security Holders...............20

Item 5.    Other Information.................................................20

Item 6.    Exhibits..........................................................21



                                        2
<PAGE>
ITEM 1. FINANCIAL STATEMENTS

                 SYNOVA HEALTHCARE GROUP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
                                                                         June 30,2005     December 31, 2004
                                                                           Unaudited           Audited
<S>                                                                     <C>               <C>

ASSETS
Cash                                                                    $       825,308     $       10,554
Accounts Receivable                                                             270,186             84,423
Inventory                                                                       480,917            433,545
Prepaid Expenses                                                                127,856             56,345
----------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                    $     1,704,167            584,867

Property and equipment-net                                                       32,088             31,654

Deposits                                                                          6,190              6,190

----------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                            $     1,742,445     $      622,711
==========================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES
Accounts Payable & Accrued Expenses                                     $       672,995     $      927,334
Due to Shareholder                                                                                   2,275
Loans Payable                                                                   397,508            475,000
----------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                               $     1,070,503     $    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 June 30, 2005 and
December 31, 2004                                                                12,938              5,890
Additional Paid In Capital                                                    4,585,797          1,410,055
Accumulated Deficit                                                          (3,926,793)        (2,197,843)
----------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                    $       671,942     $     (781,898)
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                      $     1,742,445     $      622,711
==========================================================================================================
</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
                                                       JUNE 30, 2005           JUNE 30, 2004
<S>                                                   <C>                    <C>
Net Sales                                             $       64,401         $       106,396
Cost of Goods Sold                                            26,956                  20,531
---------------------------------------------------------------------------------------------
GROSS PROFIT                                          $       36,069         $        85,865

Selling, general and administrative expenses                 797,824                 439,842

---------------------------------------------------------------------------------------------
OPERATING LOSS                                        $     (760,379)        $      (353,977)

Interest (income) expense                                      3,733                  17,592

---------------------------------------------------------------------------------------------
NET LOSS                                              $     (764,112)        $      (371,569)
=============================================================================================

Basic and diluted loss per share                      $        (0.06)        $         (0.57)

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 SIX             FOR THE SIX
                                                        MONTHS ENDED            MONTHS ENDED
                                                       JUNE 30, 2005           JUNE 30, 2004
<S>                                                   <C>                    <C>
Net Sales                                             $       67,967         $       185,853
Cost of Goods Sold                                            43,949                  98,986
---------------------------------------------------------------------------------------------
GROSS PROFIT                                          $       24,018         $        86,867

Selling, general and admininstrative expenses              1,736,056                 783,971

---------------------------------------------------------------------------------------------
OPERATING LOSS                                        $   (1,712,038)        $      (697,104)

Interest (income) expense                                     16,912                  15,684

---------------------------------------------------------------------------------------------
NET LOSS                                              $   (1,728,950)        $      (712,788)
=============================================================================================

Basic and diluted loss per share                      $        (0.14)        $        (1.16)

Basic and diluted weighted average number of shares       11,994,608                 614,390
</TABLE>







See accompanying notes to consolidated financial statements

                                       5
<PAGE>
                 SYNOVA HEALTHCARE GROUP, INC. AND SUBSIDIARIES
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                         SIX MONTHS ENDED JUNE 30, 2005
<TABLE>
<CAPTION>
                                                                Additional                                       Total
                                              Common             Paid-in               Accumulated           Stockholders'
                                              Stock              Capital                 Deficit            Equity (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

Net loss for the six months ended June
30, 2005                                              -                   -              (1,728,950)           (1,692,881)
                                            -----------        ------------           -------------          ------------
Balance at June 30, 2005                    $    12,938        $  4,585,797           $  (3,926,793)         $    671,942
                                            ===========        ============           =============          ============
</TABLE>


See accompanying notes to consolidated financial statements

                                       6
<PAGE>

                 SYNOVA HEALTHCARE GROUP, INC. AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED STATEMENT OF
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                    FOR THE SIX        FOR THE SIX
                                                                    MONTHS ENDED       MONTHS ENDED
                                                                   JUNE 30, 2005      JUNE 30, 2004
<S>                                                               <C>                <C>
CASH FLOW FROM OPERATING ACTIVITY:

Net Loss                                                          $   (1,782,950)    $     (712,788)

ADJUSTMENTS TO RECONCILE TO NET LOSS TO CASH USED
IN OPERATING ACTIVITIES:
Depreciation and amortization                                              4,033              2,419
Issuance of Common Stock for service                                      15,000                  -
Issuance of Warrants for service                                         241,400                  -

CHANGES IN ASSETS AND LIABILITIES, NET OF EFFECT OF  MERGER:
Accounts Receivable                                                     (185,663)           (19,747)
Inventory                                                                (47,372)           (53,280)
Prepaid expenses and other current assets                                (71,511)           (19,779)
Accounts Payable and accrued expenses                                   (261,138)           (58,827)
-----------------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES                             $   (2,034,201)    $     (862,002)

CASH FLOW FROM INVESTING ACTIVITY:

Cash Acquired in Merger                                           $           89
Purchases of property and equipment                                       (4,467)    $            -
-----------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES                             $       (4,378)    $            -

CASH FLOW FROM FINANCING ACTIVITY

Proceeds (Payment) of Debt                                        $      (79,767)    $      460,000
Proceeds from issuance of common stock, net of costs                   2,933,100            554,921
-----------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                         $    2,853,333     $    1,014,921

Net Increase (Decrease) in Cash                                   $      814,754     $      152,919

Cash at the beginning of the period                                       10,554             21,116

-----------------------------------------------------------------------------------------------------
CASH AT THE END OF THE PERIOD                                     $      825,308     $      174,035
=====================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements

                                       7
<PAGE>
                          SYNOVA HEALTHCARE GROUP, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 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
(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 principles generally
accepted in the United States have been condensed or omitted pursuant to those
rules and regulations, although the Company 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 six months ended June 30,
2005 may not be indicative of operating results expected for the full year.

Restatement to Reflect the Correction of an Error
The Company has restated its financial statements as of June 30, 2005 and for
the three and six months then ended to reflect the correction of an error. The
Company recorded revenue upon shipment of product to a major retail customer
under an arrangement whereby the customer has the right to return to the Company
any product that is not sold or otherwise fails to meet the customer's sales
expectations. The customer's obligation to the Company is therefore contingent
upon the customer's resale of the product and such shipments are not
recognizable as revenue under SFAS No. 48. Accordingly, the Company has restated
its financial statements to properly record revenue in the period that ownership
of the products was accepted by the customer. The net effect of the restatement
is a reduction in net revenues of $44,723 and $44,723, respectively, for the
three and six months ended June 30, 2005, an increase in net loss of $36,069 and
$36,069, respectively, for the three and six months ended June 30, 2005, and an
increase in loss per share assuming no dilution of $.01 and $.00, respectively,
for the three and six months ended June 30, 2005.

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, "Earnings 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 six months ended June 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 SIX
                                     MONTHS ENDING
                                     JUNE 30, 2005

Net Sales                               $ 67,967

Net Income                            (1,778,950)

Basic and Diluted Loss Per Share          $(0.15)

                                       8
<PAGE>
NOTE 3 - 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%. These obligations are secured and
collateralized with a money market account and certain other assets of the
Company and are guaranteed by each of Stephen E. King and David J. Harrison. The
proceeds from the term loan satisfied the loan payable which matured on May 1,
2005. The term loan utilization was $397,508 and no amounts were drawn from the
line of credit as of June 30, 2005.


NOTE 4 - STOCKHOLDERS' EQUITY
COMMON STOCK

In January 2005, the Company issued 17,500 shares of common stock in exchange
for professional services. The Company recognized consulting expenses of
$15,000.

In January 2005, the Company sold 179,392 shares of its common stock and
received net proceeds of $147,000.

In January 2005, the Company issued 351,155 shares of common stock in exchange
for commissions associated with the private placement offering of 3,500,000
shares of common stock. The Company recognized offering costs of $300,900 in
connection with this issuance.

On February 10, 2005, as part of the merger with Synova Healthcare, each holder
of Synova Healthcare stock received 8.75 shares of the Company's common stock
for each share of Synova Healthcare common stock. At this time, 735,766 shares
of Synova Healthcare common stock were converted into 6,437,952 shares of the
Company's common stock, and options and warrants to purchase in the aggregate
approximately 64,234 shares of Synova Healthcare common stock were converted
into the right to receive 562,048 shares of the Company's common stock. The
exercise price of each warrant and option was also adjusted accordingly.

Upon the date of the merger, the Company commenced a private placement of units,
with each unit having a purchase price of $50,000 and consisting of 50,000
shares of common stock and a warrant to purchase 40,000 shares of common stock
at an exercise price of $2.00 per share, subject to adjustment. The warrants are
exercisable at any time by their holders at any time during the five-year period
following their issuance. The Company may call the warrants for redemption if a
registration statement covering the shares underlying the warrants has been
declared effective and 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 each of 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. On March 22, 2005, the Company
closed the private placement offering by selling 70 units and receiving proceeds
of $2,786,100, net of offering costs of $300,900. 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.

Upon the closing of the private placement of units in connection with the
merger, the Company also paid to each of the 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. The 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 these options.

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 June 30, 2005, none of the performance goals have been
achieved.

On April 26, 2005, the Company granted to each of its four non-employee
directors a non-qualified stock option under the Incentive Plan to purchase up
to 25,000 shares of common stock at an exercise price of $1.82 per share. These
options vest on February 10, 2006 and expire on April 26, 2015.

Also on April 26, 2005, the Company granted to an employee a non-qualified
option under the Incentive Plan to purchase up to 12,500 shares of the Company's
common stock at an exercise price of $1.82 per share. The option vests on March
1, 2006 and expires on April 26, 2015.


                                       9
<PAGE>
WARRANTS

On January 12, 2005, the Company issued warrants to purchase in the aggregate
255,270 shares of common stock in exchange for services. Of these, a warrant to
purchase 226,625 shares has an exercise price of $0.00044 per share, warrants to
purchase 10,710 shares have an exercise price of $0.0011 per share, and a
warrant to purchase 17,935 shares has an exercise price of $0.86 per share.
These warrants are exercisable until January 12, 2015. In accordance with the
fair value method as described in SFAS No. 123, the Company recognized
professional consulting expenses of $241,400 in connection with the issuance of
these warrants.

As part of the units sold in the March 22, 2005 private placement described
under "Common Stock" above, 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 terms of these warrants are summarized above in "Common Stock."

NOTE 5 - INCOME TAXES
There is no income tax benefit for the losses for the three and six months ended
June 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 6 - MAJOR CUSTOMER
The Company's largest customer accounted for $79,709 and $62,876 in gross
revenue for the six months ended June 30, 2005 and June 30, 2004, respectively,
and approximately 25.3% of accounts receivable as of June 30, 2005.

NOTE 7 - SUBSEQUENT EVENTS
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
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.

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.

On September 9, 2005, the Company announced that its wholly owned subsidiary,
Synova Pre-Natal Healthcare, Inc. ("Synova Pre-Natal"), 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.


Effective September 19, 2005, the Company entered into an employment agreement
with Robert Edwards, under which Mr. Edwards will serve as the Company's Chief
Financial Officer, effective on September 19, 2005. Also, Mr. Edwards received
an option to purchase 200,000 shares of the Company's common stock at an
exercise 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
on September 19, 2015.


                                       10
<PAGE>
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 fully 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.

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.

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


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

         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.

                                       11
<PAGE>
         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.

         BUSINESS OVERVIEW

         The Company is an early stage company dedicated to the development and
marketing of both OTC and 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
in-home and in-office, respectively, 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.

         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:

                                       12
<PAGE>
                 (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.

         Factors affecting the Company's results of operations for the second
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 second 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 $103,482 for the second
quarter. The Company also incurred expenses related to new business development
over this period.

         Gross sales for the second quarter of 2005 were $138,370, and
represented a 46% increase over the $94,474 of recorded gross sales in the
immediate prior quarter (first quarter of 2005). Net sales in the second quarter
of 2005 totaled $64,401 representing a $60,837 increase over net sales recorded
in the first quarter of 2005, which was $3,564. See below for further details
affecting first quarter 2005 net sales.

         Through the second quarter of 2005, the Company continued to deploy
co-operative advertising initiatives with its retailers in an effort to drive
product sales throughout the second quarter and into 2005. The expense
associated with this initiative totaled $53,010 and $126,678 for the three and
six months ended June 30,2005 and was recorded as an offset against gross
revenues June 30,2005 for the quarter and year to date, which was $183,092 and
$277,567 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 second 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 $446,537 in
the second quarter of 2005 and $916,355 through June 30, 2005, combined with the
co-operative advertising have directly contributed to the increased 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.

                                       13
<PAGE>
 New Business Development: Non-invasive Fetal Monitoring

         On September 9, 2005, the Company announced that its wholly owned
subsidiary, Synova Pre-Natal, had executed a distribution agreement with 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.

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

         Net Sales. Net sales consists of product sales, net of product returns
and cooperative advertising. Net sales decreased $41,995, or 39.5%, to $64,401
for the three months ended June 30, 2005, from $106,396 for the three months
ended June 30, 2004.

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

         Over-the-Counter (OTC). Net sales decreased $76,551 to $28,852 for the
three months ended June 30, 2005 from $105,403 for the three months ended June
30, 2004. The decrease in net sales was mainly the result of the establishment
of a reserve for returns and allowances of $15,000 being recorded and lower
gross sales.

         Point-of-Care (POC). Net sales increased $34,556 to $35,549 for the
three months ended June 30, 2005 from $993 for the three months ended June 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 $49,796 to $36,609 for the three
months ended June 30, 2005, from $85,865 for the three months ended June 30,
2004. Gross profit as a percentage of revenue (gross margin) decreased to 56.0%
for the three months ended June 30, 2005 from 80.7% for the three months ended
June 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 the
establishment of a reserve for returns and allowances of $15,000 being recorded
in the quarter ended June 30, 2005.

                                       14
<PAGE>
         Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $357,982 to $797,824 for the three months
ended June 30, 2005 from $439,842 for the three months ended June 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 $257,164 to $470,486 for the
three months ended June 30, 2005 from $213,322 for the three months ended June
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 $42,766 to $174,084 for the three months
ended June 30, 2005 from $131,318 for the three months ended June 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 June 30, 2005 as
compared to three full-time employees for the three months ended June 30, 2004.

         General and administrative expenses increased $58,052 to $153,254 for
the three months ended June 30, 2005 from $95,202 for the three months ended
June 30, 2004. The increase in general and administrative expenses was driven by
professional consulting expenses associated with the reverse merger acquisition
and filing of the Company's Registration Statement.

         Operating Loss. As a result of the foregoing, the operating loss was
$760,379 for the three months ended June 30, 2005 as compared with the operating
loss of $353,977 for the three months ended June 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 $764,112 for the three months ended June 30, 2005 as compared to a net loss
of $371,569 for the three months ended June 30, 2004.

         SIX MONTHS ENDED JUNE 30, 2005 COMPARED TO SIX MONTHS ENDED JUNE 30,
         2004

         Net Revenue. Net Revenue for the six months ended June 30, 2005 was
$67,967 compared to $185,853 for the six months ended June 30, 2004, a decrease
of 63%. For the six months ended June 30, 2004 sales were stronger than the same
period in 2005 as a result of a number of successful marketing initiatives and
co-operative 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 increase over 2005. There can be no assurance, however, that its
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 $159,868 to $24,947 for the six
months ended June 30, 2005 from $184,815 for the period ended June 30, 2004. The
decrease in sales is due to a number of successful marketing initiatives and
co-operative programs with major retailers during the first six months of 2004
when comparing the six months ended June 30, 2005.

         Point-of-Care. Net Sales increased $41,982 to $43,020 for the six
months ended June 30, 2005 from $1,038 for the three months ended June 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 $24,018 for the six months
ended June 30, 2005, from $86,867 for the year ended June 30, 2004, a decrease
of 72%. The decrease in gross profits follows a decrease in gross sales and the
establishment of a new reserve for returns and damaged products. Gross profit as
a percentage of revenue (gross margin) decreased to 35.3% for the six months
ended June 30, 2005 from 46.7% for the six months ended June 30, 2004. The
decrease in gross margin percentage follows an increase in co-operative
advertising as a percentage of total gross sales.

         Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $951,769 to $1,736,056 for the six months
ended June 30, 2005 from $783,971 for the period ended June 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 $544,809 to $959,913 for the
six months ended June 30, 2005 from $415,104 for the period ended June 30, 2004.
The increase can be attributed to advertising and brokerage fees related to
product sales.

                                       15
<PAGE>
         Personnel expenses increased $73,674 to $296,838 for the six months
ended June 30, 2005 from $223,164 for the period ended June 30, 2004. The
increase in personnel expenses was the result of full year of operations for the
twelve months ended June 30, 2004.

         General and administrative expenses increased $333,602 to $479,305 for
the six months ended June 30, 2005 from $145,703 for the period ended June 30,
2004. The increase in general and administrative expenses was driven by
professional consulting expenses associated with the reverse merger acquisition
and filing of the Company's Registration Statement.

         Operating Loss. As a result of the foregoing, the operating loss was
$1,712,038 for the six months ended June 30, 2005, compared with the operating
loss of $697,104 for the period ended June 30, 2004. The majority of the
increased loss was attributable to the increase in selling, general and
administrative expenses for a full year for the twelve months ended June 30,
2005.

         Net Loss. As a result of the foregoing, the Company reported a net loss
of $1,728,950 for the six months ended June 30, 2005, compared to a net loss of
$712,788 for the period ended June 30, 2004.

         LIQUIDITY AND CAPITAL RESOURCES

         As of June 30, 2005, the Company had $825,308 in cash on hand compared
to $174,035 in cash on hand as of June 30, 2004, an increase of $814,754 from
December 31, 2004. The increase 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.

         Based on its current operations, the Company believes that its
available cash and its available borrowings under a new credit facility will be
adequate to meet its liquidity needs for at least the next twelve months. The
Company cannot assure you, however, that its business will generate sufficient
cash flows from operations or that future borrowings 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 $2,034,201
for the six months ended June 30, 2005 compared to $862,002 used for the six
months ended June 30, 2004. The $2,034,201 use of cash was primarily
attributable to the operating loss of $1,782,950 for the six months ended June
30, 2005, a decrease in accounts payable and accrued expenses by $261,138 and an
increase in accounts receivable by $185,663 offset by the issuance of stock and
warrants for services by $256,400.

         Investing Activities. The Company's capital expenditures for the six
months ended June 30, 2005 were $4,467 compared to capital expenditures for the
six months ended June 30, 2004 of $0. The increase in capital expenditures is
related to investing in computer and office equipment for working personnel
increases for the six months ended June 30, 2005.

         Financing Activities. Financing activities provided $2,853,333 for the
six months ended June 30, 2005, compared to cash provided of $1,014,921 for the
six months ended June 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 and
$2,786,100, for a total of $2,933,100 in net proceeds 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.

         Capital Resources. As of June 30, 2005, working capital was $669,733,
an increase of $1,489,792 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 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.

                                       16
<PAGE>

         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 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. These
obligations are secured and collateralized with a money market account and
certain other assets of the Company and guaranteed by each of Stephen E. King,
our Chairman and Chief Executive Officer, and David J. Harrison, our President
and Chief Operating Officer. 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 private unit offering and cash flow from operating activities will be
sufficient to finance operations for a period of at least the next 12 months.

         Contractual Obligations. The Company leases office space with the lease
expiring on November 30, 2005. As of June 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 June 30, 2005.

         Related Party Transactions. In January 2005, Synova Healthcare, Inc.
issued 8,750 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 has provided an allowance
for product returns based on an estimate using current return experience. The
Company will continue to monitor sales activity in the future to determine if an
adjustment to the allowance is necessary.

                                       17
<PAGE>
         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.

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.

3. 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 ending
after December 15, 2005 for a small business issuer.

                                       18
<PAGE>
ITEM 3. CONTROLS AND PROCEDURES.

         In connection with the filing of the Original Form 10-QSB with the SEC
on October 3, 2005, the Company's management, with the participation of its
Chief Executive Officer and Chief Financial Officer, conducted an evaluation of
the effectiveness of the Company's disclosure controls and procedures, as
defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), as of June 30, 2005 (the "Disclosure Controls
Evaluation"). Based upon the Disclosure Controls Evaluation performed at that
time, the Company's Chief Executive Officer and Chief Financial Officer had
concluded that the Company's disclosure controls and procedures were effective
to provide a reasonable level of assurance that information required to be
disclosed by the Company in the reports the Company files or submits under the
Exchange Act is recorded, processed, summarized and reported within the
specified time periods in the Securities and Exchange Commission's rules and
forms. Officers of the Company also concluded that disclosure controls and
procedures were effective to provide a reasonable level of assurance that
information required to be disclosed in the reports that the Company files or
submits 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 Rule 13a-15(e). The Company's Chief Executive Officer and Chief Financial
Officer believed that this conclusion was accurate when it was originally made.

         However, on March 14, 2006, after consultation among management, the
Company's Audit Committee and the Company's independent registered public
accounting firm, the Company concluded that its 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 revenues. Management had concluded that during
these periods, the Company incorrectly recorded revenue upon shipment of product
to a new major retail customer and that it should have appropriately recorded
revenue upon resale of the product by the new customer. In light of these
issues, management believed that a restatement of these financial statements was
required, and, after further consultations, the Company's Audit Committee and
independent registered public accounting firm concurred with the Company's
conclusion. In the process of amending the Original Form 10-QSB to restate these
financial statements, the Company became aware of certain information which was
required to be included in the Original Form 10-QSB but had been omitted
therefrom.

         Upon review of all of the foregoing and after further evaluation by the
Company's management, the Chief Executive Officer and Chief Financial Officer
can no longer conclude that, as of June 30, 2005, the Company's disclosure
controls and procedures were effective as stated above. The Company is in the
process of correcting these deficiencies, as it has since hired a Chief
Financial Officer to provide better control of and oversight as to the financial
reporting function. The Company is also in the process of developing disclosure
procedures which will allow information about material Company events to be
channeled to appropriate management decision makers, and to permit ultimate
decisions regarding SEC reporting of material information and the preparation of
such reports to be made within the time frames required by the SEC's rules and
forms. The Company is also taking the following steps with respect to preventing
future revenue recognition errors.

         o    The Company has retained an outside accounting firm which will
              provide significant strength to the Company's internal auditing
              function, including establishing and documenting appropriate
              internal controls and a customer contract review process.

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

         o    The Company 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    All new customer contracts will be reviewed by the outside
              accounting firm retained by the Company to assist the Company with
              its internal audit functions prior to the completion of the
              Company's quarterly and annual financial statements, and the
              Company will obtain a confirmation from such outside accounting
              firm that all revenue recognition methodologies comply with Staff
              Accounting Bulletin No. 104, "Revenue Recognition."

         Management believes that this plan to address these deficiencies, when
fully implemented and completed, will remediate these deficiencies, although the
Company cannot provide complete assurance that this in fact will occur. The
Company will continue to assess the adequacy and appropriateness of these
actions and adjust its remediation plan as needed or to reflect changes in its
business. The Company cannot be certain when these deficiencies will ultimately
be remediated, if at all, and the Company expects that it will need a period of
time over which to demonstrate that its disclosure controls are functioning
appropriately to conclude that the Company has adequately remediated the
deficiency. Any failure to implement and maintain improvements in the Company's
disclosure and internal controls could cause it to fail to meet its reporting
obligations under SEC rules and regulations. Any failure to improve these
controls to address the identified deficiencies (or any other deficiencies which
have not been identified) could also cause investors to lose confidence in the
Company's reported financial information, which could have a negative impact on
the trading price of the Company's common stock.



                                       19
<PAGE>

         Other than as stated above, there has been no change in the Company's
internal control over financial reporting (as such term is defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) during the second quarter ended June 30, 2005
that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.

         The Company's management, including its Chief Executive Officer and
Chief Financial Officer, does not expect that the Company's 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 1 - LEGAL PROCEEDINGS.
None.

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

         On April 26, 2005, the Company issued options to purchase in the
aggregate up to 112,500 shares of common stock at an exercise price of $1.82 per
share to four non-employee directors and one employee. The options were issued
under the Company's 2005 Equity Incentive Plan. All of these options will have
been completely vested by March 1, 2006 and will expire on April 26, 2015.

         Offers and sales of securities in this offering were effected without
registration under the Securities Act in reliance upon the exemption provided
by Section 4(2) thereunder as 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 and our management and
(ii) purchasing the securities for investment without a view to resale or
further distribution. Restrictive legends stating that the securities may not
be offered and sold absent registration under the Securities Act or an
applicable exemption therefrom were placed on certificates evidencing the
securities and/or agreements relating thereto. The Company believes that no
form of general solicitation or general advertising was made in connection with
the offer or sale of these securities.

ITEM 3 -- DEFAULTS UPON SENIOR SECURITIES.
None.

ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         On May 27, 2005, the Company held its 2005 Annual Meeting of
Stockholders. There were three items submitted to a vote of the Company's
stockholders at this meeting: (i) the election of six director nominees, (ii)
the adoption of the Company's Amended and Restated Bylaws, and (iii) the
approval of the Company's 2005 Equity Incentive Plan.

         All six directors of the Company were nominated for election as such.
The director nominees, Patricia Campbell, Joseph S. Ferroni, David Harrison,
Stephen E. King, Jeffrey N. Pelesh and Eric A. Weiss were each elected at this
meeting, each to serve for a term of one year and until the director's successor
is elected and qualified.

         Each of the other matters brought before this annual meeting of
stockholders were approved by the requisite vote of the stockholders of the
Company. Specific stockholder vote tallies at this meeting were not retained.

                                       20
<PAGE>
ITEM 5 -- OTHER INFORMATION.

         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 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.

         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.





                                       21
<PAGE>


ITEM 6 -- EXHIBITS.

Exhibit No.       Description of Exhibit
-----------       ----------------------

10.1              Form of Stock Option Agreement (1)
10.2              Synova Healthcare Group, Inc. 2005 Equity Incentive Plan (2)
10.3              Security Agreement, dated as of April 28, 2005 by and between
                  Synova Healthcare, Inc. and Wachovia Bank, National
                  Association (2)
10.4              Security Agreement, dated as of April 28, 2005, by and between
                  Synova Healthcare, Inc. and Wachovia Bank, National
                  Association (3)
10.5              Unconditional Guaranty, dated as of April 28, 2005, by and
                  between Synova Healthcare, Inc., Stephen E. King and Wachovia
                  Bank, National Association (3)
10.6              Unconditional Guaranty, dated as of April 28, 2005, by and
                  between Synova Healthcare, Inc., David Harrison and Wachovia
                  Bank, National Association (3)
10.7              Promissory Note, dated as of April 28, 2005, issued by Synova
                  Healthcare, Inc. as maker. (3)
31.1              Chief Executive Officer Certification Pursuant to Section 302
                  of the Sarbanes-Oxley Act of 2002
31.2              Chief Financial Officer Certification Pursuant to Section 302
                  of the Sarbanes-Oxley Act of 2002
32.1              Section 1350 Certification of the Chief Executive Officer
32.2              Section 1350 Certification of the Chief Financial Officer

---------------------------
(1)      Filed as an exhibit to Synova Healthcare Group, Inc.'s Quarterly Report
         on Form 10-QSB for the quarter ended June 30, 2005, as filed with the
         SEC on October 3, 2005 (File No. 0-51492).
(2)      Filed as an exhibit to Synova Healthcare Group, Inc.'s Registration
         Statement on Form SB-2 (File No. 333-123498), as filed with the
         Securities and Exchange Commission on May 13, 2005.
(3)      Filed as an exhibit to Synova Healthcare Group, Inc.'s Registration
         Statement on Form SB-2 (File No. 333-123498), as filed with the
         Securities and Exchange Commission on June 24, 2005.











                                       22
<PAGE>
                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this Amendment No. 1 on Form 10-QSB/A to be signed on its behalf by the
undersigned, thereunto duly authorized.

/s/ Stephen E. King
-------------------------------------

Stephen E. King                                            Date: April 5, 2006
Chief Executive Officer

/s/ Robert L. Edwards
-------------------------------------

Robert L. Edwards                                          Date: April 5, 2006
Chief Financial Officer




                                       23















<PAGE>




                                  EXHIBIT INDEX



Exhibit No.       Description of Exhibit
-----------       ----------------------

10.1              Form of Stock Option Agreement (1)
10.2              Synova Healthcare Group, Inc. 2005 Equity Incentive Plan (2)
10.3              Security Agreement, dated as of April 28, 2005 by and between
                  Synova Healthcare, Inc. and Wachovia Bank, National
                  Association (2)
10.4              Security Agreement, dated as of April 28, 2005, by and between
                  Synova Healthcare, Inc. and Wachovia Bank, National
                  Association (3)
10.5              Unconditional Guaranty, dated as of April 28, 2005, by and
                  between Synova Healthcare, Inc., Stephen E. King and Wachovia
                  Bank, National Association (3)
10.6              Unconditional Guaranty, dated as of April 28, 2005, by and
                  between Synova Healthcare, Inc., David Harrison and Wachovia
                  Bank, National Association (3)
10.7              Promissory Note, dated as of April 28, 2005, issued by Synova
                  Healthcare, Inc. as maker. (3)
31.1              Chief Executive Officer Certification Pursuant to Section 302
                  of the Sarbanes-Oxley Act of 2002
31.2              Chief Financial Officer Certification Pursuant to Section 302
                  of the Sarbanes-Oxley Act of 2002
32.1              Section 1350 Certification of the Chief Executive Officer
32.2              Section 1350 Certification of the Chief Financial Officer

---------------------------
(1)      Filed as an exhibit to Synova Healthcare Group, Inc.'s Quarterly Report
         on Form 10-QSB for the quarter ended June 30, 2005, as filed with the
         SEC on October 3, 2005 (File No. 0-51492).
(2)      Filed as an exhibit to Synova Healthcare Group, Inc.'s Registration
         Statement on Form SB-2 (File No. 333-123498), as filed with the
         Securities and Exchange Commission on May 13, 2005.
(3)      Filed as an exhibit to Synova Healthcare Group, Inc.'s Registration
         Statement on Form SB-2 (File No. 333-123498), as filed with the
         Securities and Exchange Commission on June 24, 2005.